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Table of Contents

Chapter 1¡¡Origin and Development of
Independent Director System in US
Introduction
1.Background of initiating independent director system in US
¡¡1.1¡¡From shareholder dominance to board of director dominance
¡¡1.2¡¡From board of director dominance to managerial dominance
2.Expected function of independent director system in US
3.Adoption of independent director system in US
¡¡3.1¡¡Regulatory rules¬ð influence
¡¡3.2¡¡Institutional shareholder activism
¡¡3.3¡¡ALI Corporate Governance Project
¡¡3.4¡¡Market participants¬ð internal incentiveTable of Contents Chapter 1¡¡Origin and Development of Independent Director System in US Introduction 1.Background of initiating independent director system in US 1.1¡¡From shareholder dominance to board of director dominance 1.2¡¡From board of director dominance to managerial dominance 2.Expected function of independent director system in US 3.Adoption of independent director system in US 3.1¡¡Regulatory rules¬ð influence 3.2¡¡Institutional shareholder activism 3.3¡¡ALI Corporate Governance Project 3.4¡¡Market participants¬ð internal incentive 4.Effectiveness of independent director system in US 4.1¡¡Positive views on effectiveness of independent director system 4.2¡¡Negative views on effectiveness of independent director system 4.3¡¡Other mechanisms¬ð monitoring 5.Corporate scandals: failure of gatekeepers in corporate governance 5.1¡¡Case of Enron¬ðs collapse 5.2¡¡Case of Adelphia Communications 5.3¡¡Case of Tyco International 5.4¡¡Case of Global Crossing Ltd. 5.5¡¡Case of WorldCom¬ðs bankruptcy 6.New rules after the ENRON collapse 6.1¡¡Sarbanesª²Oxley Act of 2002 6.2¡¡New Stock Exchange Rules: NYSE£¨the New York Stock Exchange£© and NASD £¨the National Association of Securities Dealers£© Summary Chapter 2¡¡Adoption of Independent Director System in China Introduction 1.Shareholding structure in Chinese listed corporations 1.1¡¡Transformation from Stateª²owned enterprises to modern corporations 1.2¡¡Shareholding structure in Chinese listed corporations 2.Motivation of introducing independent director system in China 2.1¡¡Invalidity of board of supervisors 2.2¡¡Exploitation of small shareholders by large shareholders 2.3¡¡Influence from government 3.Expected role of independent director system in China 4.Regulations of independent director system in China 4.1¡¡Process of introducing independent director system into China 4.2¡¡Substantial rules of independent director system in China 5.Differences in rules regarding independent director system between China and the US 5.1¡¡Different expected roles 5.2¡¡Different requirements on proportion 5.3¡¡Different definition of independence 5.4¡¡Different requirement on committee structure 5.5¡¡Different requirement on nomination 5.6¡¡Necessity to reconcile independent director and board of supervisors Summary Chapter 3¡¡Actual Effect of Independent Director System in China Introduction 1.Appointment of independent directors in China 2.Nomination of independent directors in China 3.Composition of independent directors in China 4.Participation of independent directors in China 5.Working environment of independent directors in China 6.Replacement of independent directors in China 7.Link between independent directors and corporate performance 8.Two cases about independent directors in China Summary Chapter 4¡¡Inherent Weaknesses of Independent Director System Introduction 1.Rationale in independent director system 2.Competence problem in independent director system 2.1¡¡Delimitation of “independence” 2.2¡¡Capacity and nomination of independent director 2.3¡¡Tenure and proportion of independent director 3.Incentive problem in independent director system 3.1¡¡Compensation of independent director 3.2¡¡Duties and liabilities of independent director 3.3¡¡Concern for reputation Summary Chapter 5¡¡Board of Supervision vs. Independent Director System Introduction 1.Analysis of Board of Supervision in Germany 1.1¡¡Arrangement of Board of Supervision in Germany 1.2¡¡Analysis of Board of Supervision 1.3¡¡Marked traits of board of supervision in Germany 2.Appraisal of Board of Supervision in Germany 2.1¡¡The merits of board of supervision 2.2¡¡The weakness of board of supervision 3.Comparison between the two internal monitoring systems in Germany and US 3.1¡¡Structural differences in the two internal monitoring systems 3.2¡¡Endogenetic differences derived from the local forces 3.3¡¡Special concerns on efficiency of internal control 4.Trend of functional convergence 4.1¡¡Evidence of convergence from American side 4.2¡¡Evidence of convergence from German side Summary Chapter 6¡¡Coexistence of Two Internal Monitoring Systems in One Company Introduction 1.Different opinions on the coexistence of two internal monitors 2.Arguments for supporting coexistence of two internal monitors 3.Coexistence causes conflicts in regulation 3.1¡¡Overlapped powers and duties between board of supervisors and independent directors under Chinese regulations 3.2¡¡Conflicting legal status of independent director system and board of supervisors 4.Coexistence causes conflicts in practice 4.1¡¡Overlapped role of independent director system and board of supervisors in practical view 4.2¡¡Functional similarity between independent director system and board of supervisors 4.3¡¡Criticism on certain proposals 4.4¡¡Competition for power on oversight 4.5¡¡Weakening of actual effect on oversight 4.6¡¡Freeª²riding problem 4.7¡¡Increased cost for the company 4.8¡¡Cost and benefit analysis Summary Chapter 7¡¡Mandatory approach or Optional approach Introduction 1.Different approaches to implementing independent director system 1.1¡¡Mandatory approach 1.2¡¡Recommendatory approach 1.3¡¡Optional approach—a hybrid solution 2.Government regulation theory and marketª²oriented theory 2.1¡¡Government regulation theory 2.2¡¡Contractual or marketª²oriented theory 3.Appraisal of mandatory approach 3.1¡¡The values of mandatory approach 3.2¡¡Problems with mandatory approach 4.Appraisal of recommendatory approach 4.1¡¡Advantages of recommendatory approach 4.2¡¡Disadvantages of recommendatory approach 5.Evidence from Japanese experience 5.1¡¡Amendment of Japanese Commercial Code in 2002 5.2¡¡Actual effect ofthe amendment in 2002 5.3¡¡Indications from Japanese experience 6.Values of optional approach 6.1¡¡Overcome the detriments of mandatory approach 6.2¡¡Overcome the detriments of recommendatory approach 6.3¡¡Provide competition among corporate governance rules Summary Chapter 8¡¡Which Approach is Suitable for China Introduction 1.Chinese market needs governmental intervention 1.1¡¡Lack of mature free market in China 1.2¡¡Special concern on protecting minority shareholders 2.Improper to mandate independent director system in China 2.1¡¡Inherent problems in the independent director system 2.2¡¡Problems with “transplant effect” 2.3¡¡Doubts on best practice debate 2.4¡¡Weakness of mandatory rules 2.5¡¡A oneª²sizeª²fitsª²all approach is both costly and unnecessary 3.Suitable and feasible for China to make independent director system optional 3.1¡¡Wasteful to abandon the independent director system in China 3.2¡¡Improper to mandate the coexistence of independent director system and supervisory board system in one company 3.3¡¡Feasible to make independent director system optional Conclusion BibliographyÐÅÏ¢