獨立董事制度：我國公司治理發(fā)展的新篇章--外文翻譯(編輯修改稿)
2025-06-25 21:17 本頁面
【文章內(nèi)容簡介】 period from 1970s to 1980s appear have a causal relationship with accounting performance. In addition, Millstein and MacAvoy find a statistically significant relationship between active, independent boards and superior firm performance. On the other hand, Furthermore, Rosenstein and Wyatt argue that insiders are more effective because they have superior knowledge of the firm and its industry than outside directors, and they are just as diligent as outside directors, given their legal responsibilities and their own interests in the firm. Similarly, Bhagat and Black also state there is no convincing evidence suggesting that greater independence results in better performance, but some evidence shows that firms with supermajority independent directors perform worse than others. From the above discussions, it is obvious that scholars have not reached a consensus view of the board position in the corporate governance literature. Moreover, the importance of independent directors as a governance mechanism to protect shareholders’ interests and safeguard managerial employment contracts is recognised worldwide. For instance, the OECD Principles of Corporate Governance suggests that pany’s board should provide independent and objective judgements on corporate issues, apart from the management. The Combined Code and the Higgs report believe independent directors are essential for protecting minority shareholders and can make significant contribution to firm’s decisionmaking. They indeed remend that half of the board members, excluding the chairman, should be independent. 3 Conclusion By seeing the significance of independent directors, the Chinese authorities took the step, and a new chapter of corporate governance just began. In the past, few listed panies had independent directors as board members, pany decisions were either made by the management or the controlling shareholder without any monitoring mechanism from outsiders. Ultimately, poor performance was resulted due to firm’s inefficient corporate governance system, especially the low productivity and profitability of SOEs pared with that of township and village enterprises (TVEs), collectiveowned, foreign invested and private order to increase the effectiveness of the internal control mechanism, enhance the independence of boards of directors, the independent director system was introduced to Chinese listed firms. However, independent directors will not function effectively if some basic criteria are not met. This study shows there are five important factors that need to be considered in the independent directors’ performance model. Firstly and most importantly, is the “independence” of directors. In country like China, with the concentrated ownership structure and serious insider control problems, for independent directors to monitor firm’s major related transactions without minority shareholders’ interests being infringed, the basic element of “independence” must be fulfilled. Directors should be independent not only from the management, but also from the controlling shareholder. If independent directors have close relationship with any of them, they are not truly independent. Co
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