중국 상장회사 사외이사제도 운영현황과 문제에 관한 연구

Since the Shanghai and Shenzhen stock exchanges opened in 1991, china`s listed companies have established the two-tier board system like German, but introduced independent director system due to the failure of supervisory board since 2001. At the present, all listed companies have appointed independent directors according to the related codes of “zhidaoyijian”, and the number of committee of the board are increasing. However, there are several problems concerning operation of the independent director system in China`s listed companies such as the low ratio of independent directors in the board of directors, the lack of professionalism and independence. Moreover, low compensation and difficulty in accessing and sharing information have restrained the independent directors' positivity considerably. Hence to settle these problems, china`s listed companies should compose the optimal board of directors that can induce rational decisions by increasing the ratio of independent directors, and should improve the positivity of independent directors by establishing the more effective incentive mechanisms and providing the critical information timely. Most of all, to ensure the effectiveness of independent director system, reform of ownership structure should take priority over all the others because the dominant shareholders such as state- owned shares restrains independent's functions and roles. However, as the existing ownership structure is expected to be continued in the near future, in order to activate the independent director system it will be necessary to establish checks and balances mechanism by institutional investors and minority shareholders through invigorating cumulative voting and reinforcing regulations of the dominant shareholders in the view point of the corporation law. In conclusion, to activate independent director system the conflict in roles and functions between supervisory board and independent directors must be resolved well.