Independent Director System and Corporate Governance: Legal Theory and Practice

Author: Guan Xinrong
Publisher:
Publish Date: 2003-09-01
Features:
Table of Contents
Introduction
The Company System
I. The Dialectical Creation of the Company System
Section 1: The "Mirror" of the Company System
1. The Origin of "Company": Interpretation of Institutional Information
2. The Evolution of the Company System: The Mirror of "Westlake"
3. The Legal Meaning of the Company: From Legislation to Theory
Section 2: Characteristics of the Company System
1. A General Overview of the Characteristics of the Company System: Classics and Deficiencies
2. Three Challenges to the Characteristics of the Company System: Is It a Self-Negation of the Company Moving Toward Perfection?
3. A New Expression of the Characteristics of the Company System: A High Degree of Dialectics
Section 3: The Concept of the Company System
1. Legal Discussion on "Concept": A Preliminary Exploration
2. A Brief Review of the Concepts of the Company System: An Eternal Value Concern
3. A Brief Review of the Concepts of the Company System: Is It a Harmonious Symphony of Multiple Themes?
Chapter 1: Corporate Governance: A Global and Local Issue
Section 1: An Overview of Corporate Governance
1. The Origin of "Corporate Governance": A Discussion on the Translation of "Corporate Governance"
2. The Puzzle and Solution of Multiple Definitions: A Hundred People See a Hundred Hamlets
3. The Theoretical Foundations of Corporate Governance: From Corporate Rights Structure to Principal-Agent Theory and Its Evolution
Section 2: A Comparison of Corporate Governance Models in Various Countries
1. Theoretical Approaches in Economics: Basis for Dividing Governance Models
2. A Review of Major Corporate Governance Models: There Are No Two Leaves in the World That Are the Same
3. The Evolution of Corporate Governance Models in Western Countries: Trends and Insights
Section 3: The Localization of Corporate Governance in China—Establishing "Institutional Deficit" and "The Law of the People"
1. The Transition from Administrative Governance to Market-Oriented Governance: China's Local Exploration
2. Valuable Practices of Market-Oriented Governance Models: A Breakthrough in the Second Round of Reforms
3. The Ideal Model of Market-Oriented Corporate Governance and China's Company Law: The Preliminary Exploration of "Institutional Deficit" and the Causes of Legal Failure of "The Law of the People"
Chapter 2: The Hub in the Company's Organs: The Board of Directors and Managers
Section 1: A Reunderstanding of the Company Board of Directors
1. The Origin and Flow of the Company Board of Directors: The Establishment of Its Core Legal Status
2. Analysis of the Power of the Board of Directors
3. The Legal Structure of the Board of Directors
Section 2: Directors
1. General Definition of Directors: Concept and Classification
2. Qualifications of Directors: Guarding the Gate to the Board of Directors
3. Powers, Obligations, and Responsibilities of Directors: The Legal Elements of the "Company Prince"
Section 3: Managers
1. A Brief Overview of Company Managers: Comparative Law Analysis
2. Legal Analysis of Managerial Power: Nature, Functions, and Scope
3. Incentive and Restriction Mechanisms for Managers: A Discussion on the Promotion of Stock Option Plans
Chapter 3: The Independent Director System: Western Myth and Reality
Section 1: The Origin and Development of the Independent Director System
1. The Proposal of Independent Directors: Why Did It Become a Hot Spot in Modern Corporate Governance Research?
2. The Evolution of the Independent Director System in Countries: More Than Half a Century of Changes
3. The Promotion and Development of the Independent Director System in Other Countries: New Insights Since the 1990s
Section 2: The Character, Concept, and Value Function of the Independent Director System
1. The Character of the Independent Director System: The Emphasis on Independence
2. The Value Orientation of the Independent Director System: Are They the Embodiment of Integrity and Justice, or the Representatives of Whose Interests?
3. The Function of Independent Directors: Decision-Making and Supervision Are Both Indispensable
Section 3: Evaluation of the Independent Director System
1. Contradictory Empirical Evidence from Experience Research: Is It Leading Corporate Governance to the "Sky," or Just a Decorative Piece for the Board of Directors?
2. Views of Legal Scholars: Where Is the "Unsatisfactory Independent Director System" Heading?
3. A Basic View of the Independent Director System: It Depends on the Environment and Conditions of Its Formation, Development, and Operation
Chapter 4: The Independent Director System in China: A Dual-Pronged Company Supervision Mechanism Beyond and Revolutionizing?
Section 1: A Comparison and Reflection on the Setting of Company Supervisory Bodies
1. Supervision and Control Are Universal Laws in All Business Management Activities: The Absence of a Company Supervision Culture in Local Resources and the Development of the West
2. The Setting of External Company Supervisory Mechanisms: Comparative Analysis by Typology
3. Reform Trends and Reflections: Has a Revolution in Supervisory Systems Arrived by Aligning with International Rules?
Section 2: The Independent Director System in China—Taking the Independent Directors of Listed Companies as an Example: The Theoretical Challenge and the Proposal of the Embedded Theory
1. The Background of Introducing the Independent Director System in China: Historical Ailments and Realistic Dilemmas
2. Current Main Views on the Transplantation of the Independent Director System in China: Support or Opposition?
3. The Evaluation of the "Embedded" of the Independent Director System in China: The Dual-Pronged Company Supervision Mechanism "Embedded Theory" Is a Critique and Beyond of the Denial and Radical Views on the Transplantation of the Independent Director System
Section 3: Legal Design and Improvement of the Independent Director System
1. China's Legal Approach: Mandatory or Arbitrary Law
2. Designing the Operability of China's Independent Director System: The Approach of "The Law of the People" and a Discussion on the Deficiencies of the "Guiding Opinions"
3. Improving Related Mechanisms for the Localization of the Independent Director System: Striving to Create Conditions for the "Embedded" of the Independent Director System
Chapter 5: The Practical Application of Independent Director Affairs: Cases and Analysis
Section 1: Who Will Sound the Alarm?
Section 2: Controlling "Internal Control"—Examining the Role and Responsibilities of Independent Directors in Corporate Governance from the Case of Monke King's Major Shareholder "Exploiting" Huge Capital from Listed Companies
1. The Story of "Monke King Turning into a Shell": The Black Hole Phenomenon of "Major Shareholder Control"
2. Violation Penalties and Rectification: How to "Close the Gap After Losing the Sheep"
3. Legal Analysis and Countermeasures of Corporate Governance: How Independent Directors Can Play a Role Under "Internal Control"
Section 3: "Should We Bear All the Problems Alone?"—Discussing the Legal Liability of Independent Directors from the Case of Lu Jiahao in the "Zhengbaowen Incident"
1. The Backstory of the "Zhengbaowen Incident": A Modern Interpretation of "Gilded Exterior, Rotten Interior"
2. Several Reports, Commonly Pooled: The Legal Liability of Independent Directors Has Sparked a
3. Analysis of the Legal Liability of Independent Directors: Walking on a Tightrope of Law
Postscript