代写范文

留学资讯

写作技巧

论文代写专题

服务承诺

资金托管
原创保证
实力保障
24小时客服
使命必达

51Due提供Essay,Paper,Report,Assignment等学科作业的代写与辅导,同时涵盖Personal Statement,转学申请等留学文书代写。

51Due将让你达成学业目标
51Due将让你达成学业目标
51Due将让你达成学业目标
51Due将让你达成学业目标

私人订制你的未来职场 世界名企,高端行业岗位等 在新的起点上实现更高水平的发展

积累工作经验
多元化文化交流
专业实操技能
建立人际资源圈

American independent director system

2018-11-02 来源: 51due教员组 类别: Essay范文

下面为大家整理一篇优秀的essay代写范文- American independent director system,供大家参考学习,这篇论文讨论了美国独立董事制度。独立董事制度首创于美国。在上市公司的董事会席位中,独立董事席位大约为三分之二。美国的公司机关构造只有股东会和董事会,没有监事会之类的专门监督机构的设置,而是由董事会承担监督职能。但随着内部人控制的愈演愈烈,董事会的监督职能日渐萎缩。董事虽然由股东选举产生,但公司的高层管理人员和内部董事能对董事提名产生影响,这就使得以高层管理人员为核心的利益集团可以长期掌握董事会控制权,从而使董事会在确定公司目标及战略政策等方面无所作为,丧失了监督经营者的能力。

independent director system,美国独立董事制度,essay代写,作业代写,代写

The independent director system originated in the United States. The emergence of independent directors in the United States has its profound historical background. Until the 1970s, board seats in us public companies were largely held by internal directors. The watergate scandal in the early 1970s prompted the SEC to require all listed companies to set up audit committees of independent directors to examine financial reports and control violations within the company. As late as 1980, the business roundtable and the chamber of commerce of the American bar association not only required the majority of board members of listed companies to be independent directors, but also required the appointment of director candidates to be fully authorized by the nominating committee composed of independent directors. By the 1990s, the chief executives of a large number of companies with declining business performance were swept away by boards run by independent directors. About two-thirds of board seats in listed companies are for independent directors.

The company's involvement in political scandals is only an incentive for the independent director system, and its essential reason lies in the institutional defects and practical problems of the uncontrollable internal supervision in the unitary corporate structure in the United States. In the United States, the corporate structure only consists of the board of directors and the board of shareholders, and there is no special supervisory organization such as the board of supervisors. But as insider control becomes more intense, the supervisory role of the board shrinks. It can be said that the American independent director system is based on the objective fact that the company is controlled by insiders. By the modern firm theory, insider control is to point to in the modern enterprise of two rights separation, managers or legal master control, in fact, their interests in the company's strategic decision-making fully embody the company in the United States, although directors elected by shareholders, but the company's top management can affect the nominations and the share of internal directors, this makes the senior management as the core of interest groups can master control board for a long time, so that the board of directors in determining the company's target and strategic policy inaction, lose the ability to monitor the operator.

In American company law, directors can be divided into internal and external directors. In the case of a dichotomy, external and independent directors are sometimes used interchangeably. If the three-point method is adopted, the directors can be divided into internal directors, external directors with related relations and external directors without related relations. Among them, only the external directors who are not related can be called independent directors. Among them, the internal director refers to the director who concurrently serves as an employee of the company; Related external directors refer to the external directors who have substantial interests with the company. An independent director is a director who is not a director of a listed company and who has no interest with the company and its major shareholders that may prevent the company from making objective judgments independently. As the independent director does not hold the same position as the company's management personnel, the independent director belongs to the category of external director. In addition, since independent directors do not have substantial interests with the company, they are different from other external directors, especially shareholders' representative directors.

The SEC defines independent directors as those who have no significant relationship with the company. No "significant relationship" refers to the situation that the company is not the former executive director and has no professional relationship with the company; Not an important consumer or supplier; Not recommended or appointed on the basis of personal relationships; Having no close personal relationship with any executive director; Having no significant share or representing any significant shareholder, etc. This is much the same as stated in the American institute of law's "principles of corporate governance". One of the biggest characteristics of independent directors is their independence. This independence is reflected in: first, the independence of legal status. Independent directors are elected by the general meeting of shareholders, not appointed or recommended by the major shareholders, and not the management personnel employed by the company. They represent all shareholders of the company and the overall interests of the company, and they cannot have any relationship with the company, its insiders and major shareholders that affects their independent and objective judgment. Second, the meaning is independent. Independent directors perform their duties in a detached manner, supervise senior management, review the performance of the board of directors and executive directors, and ensure their compliance with the best standards of conduct; Make independent judgment on the company's development strategy, performance, resources, appointment of key personnel, standards of conduct and remuneration, etc.

The function of independent directors is mainly realized by participating in various special committees under the board of directors, such as audit committee, nomination committee and remuneration committee. The existence and composition of these committees are important indicators of their independence. The New York stock exchange requires all listed domestic companies to have an audit committee composed entirely of independent directors. The us stock exchange also recommends that domestic listed companies set up audit committees and have at least two independent directors; Nasdaq began requiring listed domestic companies to have an audit committee with a majority of independent directors in 1989. By 1992 all listed companies on the New York stock exchange had audit committees, and 90% of listed companies had compensation committees. 66.7 percent of listed companies have set up nominating committees. The compensation committee of the audit committee and the nomination committee play the role of independent supervisor. The audit committee is responsible for periodically with the company's internal auditors or chief financial officer, to work together, and make full use of external legal auditors to effectively supervise the company's financial reporting process, the inspector company internal audit procedures, detailed discuss the problems in the audit business, collecting auditors on the audit management advice, assessment of the company's internal control system. In conclusion, the audit committee mainly conducts financial supervision on the company. The compensation committee and nomination committee shall supervise and urge the compensation policies and plans of the internal directors and managers and the nomination of directors candidates.

To sum up, we have a few basic understandings about the independent director system of the United States: the formation of the independent director system is the improvement of the internal supervision mechanism of the United States under the unitary model of corporate organization structure. The function of independent directors is mainly positioned as supervision, and they mainly play the role of a supervisor within the company, namely the financial supervision of the company and the supervision of the duties and behaviors of internal directors and senior managers. The function of independent director depends on how to guarantee its independence.

In the 21st century, a series of financial accounting scandals in the United States initiated by enron and Arthur Andersen not only dealt a major blow to the capital market of the United States, but also had a direct negative impact on the American economy. More importantly, it has greatly hurt investors' confidence. To this end, on July 26, 2002, the United States congress passed the corporate reform act: sarbanes-oxley act. One of the important corporate changes was to strengthen the independence of corporate auditing. Make it clear that the audit committee is the legal supervisory body of the listed company; To limit the composition of its personnel, stipulating that the audit committee must be composed entirely of independent directors, with at least one financial expert; Clarify the role of the audit committee; In order to guarantee the independence of the independent auditor, the act also stipulates the service life of the independent auditor, that is, the principal partner of the audit firm and the audited partner shall be the external auditor of the company for no more than five years; Strengthen the industry self-discipline of external audit, established the accounting supervision committee of the listed company, responsible for the supervision of the audit industry.

Enron demonstrates that it is difficult for independent directors to be truly independent. They are often influenced, dominated and even controlled by management. The board of directors is dominated by the company's management and the parties concerned. Independent directors do not have residual claims, and their supervision of the management is limited. The argument that the role of American independent directors in the governance of listed companies is untenable.

51due留学教育原创版权郑重声明:原创essay代写范文源自编辑创作,未经官方许可,网站谢绝转载。对于侵权行为,未经同意的情况下,51Due有权追究法律责任。主要业务有essay代写、assignment代写、paper代写、作业代写服务。

51due为留学生提供最好的essay代写服务,亲们可以进入主页了解和获取更多essay代写范文 提供代写服务,详情可以咨询我们的客服QQ:800020041。

上一篇:Reasons for the decline of the 下一篇:The trajectory of the British