独立董事制度：我国公司治理发展的新篇章--外文翻译.doc

外文翻译 Independent Directors: A New Chapter of the Development of Corporate Governance in China Material Source: JIANQIAO UNIVERSITY Author: Helen Wei Hu This paper examines the development of corporate governance in China, with a focus on independent directors. Corporate governance is regarded as the core of the ongoing State-Owned Enterprises (SOEs) reform, and the newly introduced independent director system is viewed as a revolutionary change to the Chinese corporate governance development. This paper analyses the characteristics of independent directors in the Chinese context, proposes five internal factors that would affect independent directors’ performance, namely independence, remuneration, qualification, assurance and autonomy. It is suggested that these factors are essential for independent director system to work effectively, and hence will lead to better board performance. 1 Introduction China launched a major economic reform and liberalisation program in 1978, which transformed the planned economy to a market economy. Since then, the reform of state-owned enterprises (SOEs) has been considered the key to the success of Chinas economic growth. In 1992, the Chinese government reformed its SOEs through corporatisation, and the concept of “modern enterprises” was introduced accordingly. During this process, the separation of state ownership and control was adopted, and company managers were granted fourteen control rights in July 1992. However, with increased managerial autonomy and unclearly defined property rights, the agency problem of Chinese managers was more serious than that in Western countries. Insider control problems occurred during the SOE reform. Examples of these problems include collusion between managers and workers; transferring firm assets from the state-owned enterprise to non-state-owned enterprise; tax evasion and corruption among SOEs’ managers, and ultimately led to poor firm performance. In fact, the existence of insider con