중국의 사외이사제도에 관한 연구

Abstract

The Independent director System is an important element of legal and policy reform in the field of corporate governance. It started in America and was accept in many counties around the world. After IMF Crisis, the Korean government and the International Monetary Fund made a bilateral agreement at the end of 1997. The government made the Guidelines for The Independent director System in 1999. In August 2001, the China Securities Regulatory Commission (CSRC) issued its Guidance Opinion on the Establishment of The Independent Director System in Listed Companies. In 2005, when Corporate Law of China was issued The Independent Director System became the legislative system. In this article, I will introduce the background, rules about Independent director in China, and the previews before The Independent director system China Government has established many regulations to improve corporate governance. By look into Independent director's situations(number, academic background, main job) and results, we can find out that the main problem of Independent director is, they did not exercise their supervisory or monitoring role due to dominant shareholder or chief executive officer's influence on the selection and operation of the board of director. Compared to Korea, we can find that there are many similar problems in both countries. Also we can take some suggestions about how to improve China's The Independent Director Legal System. I think The Independent Director Legal System is effective but is not the only way to improve Corporate governance. We need harmonize with other systems such as stock market, shareholder suits and the compensation program. The Independent Director Legal System started fin America, however each country's circumstances are different. We should make The Independent Director Legal System to suit to China's economic, social, and cultural circumstances.