The assimilation of independent directors caused by the selection of independent directors by the board of directors of listed companies (in fact, major shareholders) should attract the attention of management and the close attention of all parties in the market. Otherwise, the establishment of independent directors in listed companies will not bring about a "corporate governance revolution", but it is likely to become a "decoration revolution" to decorate the facade of the company.

In order to improve and perfect the selection mechanism of independent directors of listed companies in China, we should first strengthen the construction of legal system and establish a sound legal system. The following measures can be considered: (1) China Securities Regulatory Commission and other relevant departments should formulate and improve the relevant supporting implementation rules and operation methods of the independent director system in accordance with the Guiding Opinions and the Corporate Governance Guidelines for Listed Companies, so as to enhance its operability. The supporting implementation rules should further clarify the scope of independent director candidates (such as professional orientation and knowledge structure), qualifications, selection subjects, selection procedures, principles and remuneration for expressing independent opinions, and make principled provisions on the investigation of independent directors' faults. (2) As a front-line regulatory body, a stock exchange shall formulate guidelines and articles of association for independent directors of listed companies, and make specific provisions on the specific conditions, specific numbers, independent descriptions, salary ranges, specific ways of expressing opinions, and procedures for accountability investigation of independent directors of listed companies with different ownership structures. (3) The articles of association of a listed company must specify the specific content, scope, ways and methods of independent directors' exercise of their functions and powers, so that their responsibilities, rights and interests can be matched and adapted. In a word, a perfect system of laws and regulations not only provides a strong legal basis for independent directors to maintain their independence and objectivity, but also is the fundamental criterion for independent directors to exercise their functions and powers according to law and strictly perform their obligations.

Secondly, we should speed up the process of training professional independent directors and establish independent directors' trade associations. Liu Jipeng, a well-known expert in joint-stock system, believes that a professional team of independent directors should be established as soon as possible in order to make independent directors really play their role and avoid becoming a "vase" for display. With the continuous development of social economy, independent directors should be professionalized step by step, and the management should formulate the ethics, code of conduct and professional conduct of independent directors, and issue professional qualification certificates to form professional teams like certified public accountants and registered lawyers to make up for the legal vacuum brought about by the emergence of modern company equity and the softening of owner constraints. This will not only enable independent directors to have the required knowledge structure and work experience, and constantly improve their professional ability and comprehensive quality, but also ensure that independent directors have enough time and energy to better perform their due duties. In addition, an independent director's trade association should be established (this is a self-regulatory trade association organization) to accept the business guidance of the listing supervision department of China Securities Regulatory Commission. The main duties of this trade association are: (1) training and assessment, that is, the independent directors' trade association regularly conducts training and assessment on the incumbent independent directors, on the one hand, it strengthens the professional ethics of independent directors and improves their moral standards; On the other hand, we should constantly update and improve the knowledge structure of independent directors in order to enhance their professional ability and improve their comprehensive quality. (2) Inspection and supervision, that is, independent directors' trade associations inspect and supervise the daily work of independent directors of listed companies, establish files of independent directors' daily practice ethics, and implement strict and clear reward and punishment mechanisms. (3) Establish a protection mechanism for independent directors, that is, an independent directors' liability insurance system will be established by independent directors' trade associations to handle complaints from independent directors and coordinate the relationship between independent directors and the company they work for. It can be seen that the establishment of independent directors' association can not only educate, standardize and restrain independent directors regularly, but also effectively protect their legitimate rights and interests in the process of performing their duties. Although there are still some shortcomings in the current corporate governance standards of listed companies, with the continuous enrichment of practical experience, the corporate governance standards of listed companies will be revised and supplemented for new situations and new problems in the implementation of the independent director system, and will be improved day by day.

Thirdly, we should gradually expand the range of career choices for independent director candidates, and pay more attention to business management experts, investment experts, market experts, especially financial accounting experts. In fact, in the definition of independent directors in the Guiding Opinions, all possible candidates for independent directors have been framed, that is, those who have no interest in the company. Considering the knowledge structure and work experience required to be an independent director, an independent director is actually an expert in economy, law and finance, often the chairman, general manager, executive director, independent director or senior staff of other companies (including experts and scholars, of course). Han Zhiguo, an economist and president of Beijing Banghe Wealth Research Institute, believes that the choice of independent directors should not pay too much attention to celebrities such as economists and technical experts, but should pay attention to those professionals with business management experience, investment decision-making expertise and market grasp ability. This can make independent directors more competent and competent, and effectively play their due role. At the same time, we should give full play to the role of social intermediaries, that is, the regulatory authorities should entrust qualified talent intermediaries to strictly identify trained independent directors and establish a talent pool for independent directors. When a listed company selects an independent director, the intermediary agency will recommend a group of excellent and competent candidates for its selection.

Fourth, independent directors should not be elected by major shareholders, but by the majority of small and medium shareholders. Since the basic goal of independent directors is to protect the legitimate rights and interests of small and medium-sized investors, independent directors must not be decided by major shareholders, but should be nominated and selected by the majority of small and medium-sized shareholders. On the one hand, the independent directors elected in this way can represent the majority of small and medium-sized shareholders, which is truly representative and extensive, and is conducive to effectively safeguarding the legitimate rights and interests of small and medium-sized investors, thus completing their due mission; On the other hand, it can effectively ensure the independence of independent directors, which is conducive to supervising and restricting major shareholders, thus restraining and overcoming the phenomenon of "one share dominates" and "one share dominates" by major shareholders. According to the Guiding Opinions, the board of directors, the board of supervisors and shareholders who individually or collectively hold more than 5% of the issued shares of listed companies may nominate candidates for independent directors. In fact, it is still difficult to prevent the nomination and selection of independent directors from being in the hands of major shareholders, and to recommend some "human directors", "nominal directors" and "vase directors" who are closely related to them, so that independent directors exist in name only and become a mere formality, and their independence is greatly reduced. Han Zhiguo believes that independent directors should be nominated not by the board of directors, but by the general meeting of shareholders, and mainly by non-director units and minority shareholders, so that the elected independent directors can have real independence.

Fifth, when choosing independent directors, we should adopt the system of avoiding major shareholders and the method of differential election. When selecting and appointing independent directors, minority shareholders should adopt the system of avoiding voting by major shareholders, that is, major shareholders do not participate in the nomination and voting of independent directors, but are recommended by minority shareholders to elect independent directors hired or recommended by current independent directors. In the future general election of the board of directors, new candidates for independent directors will be nominated by the Independent Directors Nomination Committee, and it is stipulated that more than one third of independent directors must be replaced in each board of directors. Independent directors are elected by means of difference, which is the foundation to ensure the independence of independent directors.

Sixth, establish an independent director nomination committee to determine the appropriate number and proportion of independent directors. For example, the Bank of England in the United Kingdom took the lead in establishing a recommendation institution for promoting non-executive directors-the Non-executive Directors Promotion Committee, which was used for the election and appointment of non-executive directors. In any case, the appointment of independent directors must go through formal selection procedures, and the appointment of independent directors must have a specific term of office (for example, 10- 15 years). Re-appointment cannot be automatic, and the retirement period should be specified. In addition, among the members of the board of directors, listed companies should determine the appropriate number and proportion of independent directors. If the number of independent directors is too small and the proportion in the board of directors is too small, it will be in an obvious weak position and it will be difficult to have a substantial impact on the decision-making of the board of directors; On the other hand, if the number of independent directors is too large and the proportion is too large, it will crowd out the professional internal directors and hinder the improvement of the company's operating performance. It can be seen that determining the appropriate number and proportion of independent directors of listed companies can maintain the appropriate scale of the board of directors, help strengthen the functions of the board of directors, improve the operation quality of the board of directors, and thus improve the operating performance of listed companies.

Seventh, in view of the phenomenon that independent directors are obedient and obedient to major shareholders, independent directors should be given "four possessions", namely power, money, leisure and fate. Han Zhiguo believes that independent directors must have rights-special protection should be given in authorization and exercise; Having money-the incentive of independent directors and the necessary funds for independent directors to exercise their rights; Leisure-independent directors must have enough time and energy to work for the company; Predestined relationship-independent directors must have the ability to integrate and affinity, and be good at transforming their will into the consensus of all. Only in this way can independent directors be honest and diligent, fulfill their duties, earnestly perform their due duties and obligations, effectively supervise and balance major shareholders, and prevent them from being "monopolized by one family", thus safeguarding the legitimate rights and interests of the majority of small and medium shareholders. From this point of view, the stipulation that independent directors can work part-time in five listed companies at most in the Guiding Opinions is relatively loose. Considering that independent directors who work part-time in a number of listed companies may work part-time in securities companies, fund management companies or other institutions, the time and energy necessary for independent directors to undertake their duties and fulfill their obligations cannot be guaranteed at all, resulting in independent directors' poor work or just keen on salary. Therefore, it is suggested that the Guiding Opinions can appropriately reduce the number of independent directors holding concurrent positions in listed companies.

Eighth, establish a liability insurance system for independent directors. Article 63 of the Securities Law, Article 63 of the Company Law and Article 1 16 stipulate that the responsible directors shall be jointly and severally liable for compensation; The Opinions on Further Promoting the Standardized Operation and Deepening the Reform of Overseas Listed Companies stipulates that directors who put forward clear objections to the proposal in the board of directors but did not vote against it will not be exempted from liability. In this way, the reality faced by independent directors in the near future is "limited functions and unlimited risks; Small power and great responsibility; Incomplete information, mission accomplished. "This serious imbalance of rights, responsibilities and interests is not conducive to the formation of independent directors composed of qualified professionals. The independent director system may "fail" or even die out because the risk is too great and no one wants to be hired. Therefore, it is suggested that the Guiding Opinions further balance the rights, responsibilities and interests of independent directors to make them match and correspond. We can consider establishing a liability insurance system for independent directors and buying liability insurance for independent directors. In order to enable independent directors to effectively avoid and control the risks that may occur at any time when performing the obligation of "honesty and diligence", China's insurance institutions should open this insurance as soon as possible. Moreover, the Guiding Opinions should stipulate that listed companies should buy independent director liability insurance for independent directors, so as to ensure that independent directors do not have to worry about their litigation responsibilities when taking actions to protect the legitimate interests of minority shareholders. Independent directors' trade associations provide strong organizational guarantee and abundant funds as solid financial guarantee. Recently, Ping An Insurance Company, as the first "crab eater", launched a brand-new liability insurance for directors and executives of listed companies, and made useful explorations and attempts. This means that the establishment of the liability insurance system for independent directors has quietly begun.

Shanghai's trial implementation of the independent director system is at the forefront of the country. As early as the beginning of 1992, Radio and Television Electronics added two overseas independent directors. 1999165438+10 In October, the Organization Department of Shanghai Municipal Committee issued "Several Opinions on Strengthening and Improving the Management of Senior Managers of State-owned Listed Companies in this Municipality", clearly stating that listed companies should have more than two independent directors. At the beginning of 2000, Shanghai established a talent pool of independent directors of listed companies. In the first half of 2000, Shanghai focused on the pilot work of the independent director system of seven listed companies. 200 1, 1 The Organization Department of Shanghai Municipal Committee issued the Implementation Opinions on Issues Concerning the Establishment of Independent Directors in State-controlled Listed Companies in this Municipality (for Trial Implementation), which made corresponding provisions on the basic conditions, qualifications, selection procedures, rights and obligations of independent directors. It can be seen that through in-depth and solid work, Shanghai has created a good policy environment for listed companies to establish an independent director system and promoted the steady development of the independent director system.

Further reading: How to buy insurance, which is good, and teach you how to avoid these "pits" of insurance.