중국 상업은행 사외이사 독립성에 관한 연구

Abstract

Unlike common corporations, in the case of commercial banks, there exist some special privileges in term of corporation governance and internal control. Compared to the boards of inside directors and Corporate Auditors,outside directors have special privilege in performing the monitoring function. Issues may occur depending on how to merge this system into the banking sectors. China commercial banks’ outside directors are expected to play the role of monitoring the financial risk, protecting the interests of minority shareholders and keeping the corporate management in check. In order to carry out its role effectively, outsider directors should act independent from the influence of corporate management and inside directors. Besides that, they also should make independent and impartial decision based on their own judgement when dealing with company crucial issues. Outside director system have been introduced in China for over 10years, although several approaches has been taken to improve the efficiency of this system, most of the outside directors in listed companies and commercial banks are still unable to be independent from the company’s management. They act more in line with the interests of inside directors. Therefore the purpose of this paper is to investigate the approaches to enhance the independence and professionalism of outside directors. In my personal opinion, restrict a shareholder’s nomination right and instead grant it to nominating committee or adopt a joint management system which allows a more transparent and fairer nomination by each shareholder, depositor and other interested parties may be one of the appropriate approaches to enhance the efficiency of this system. The present voting system should be replaced by limits of shareholder’s voting right system in order to restrict the voting right of majority shareholder and thus the candidates nominated by minority shareholders, depositors and other interested parties could have the equal opportunity. The outside directors should be granted sufficient power to ensure they can perform their duty independently. In my opinion,senior outside director system and outside director board system shall be implemented as a means of ensuring the right of action of outside directors. These moves may strengthens the independence of outside directors. On the other hand, as the responsibility and work ethnic are vary among outside directors, their duties and responsibilities should be imposed. A perfect remuneration and incentives systems are required to encourage the enhancement of aggressiveness of outside directors.