碩士 / 玄奘大學 / 法律學系碩士班 / 96 / The flaws of company governing have been faced by most of the countries in the world, and Taiwan and the PRC are no exception. To mend these flaws, Taiwan and the PRC try systematically to introduce independent members to the board of directors (independent directors), as is adopted by some developed countries. It is hoped that independent directors will be able to resolve the difficulties created by the inability of company inspectors to perform their duties properly. There are some pre-conditions for using independent directors to govern companies, one of the conditions is to impose restrictions on the qualifications of independent directors, and appoint people with financial or legal background to the board, so as to allow them to check on other members of the board. To ensure their independence, it is desirable that independent directors shall not have a stake in the companies they are appointed to , which in turn will guarantee their objectiveness in supervising the running of these companies. It is also essential that independent directors shall be able to perform their duties before and during decision-making process, thus make them be able to prevent any wrongdoing from happening in advance.
In theory, introducing independent directors to company boards can improve company governing on the two countries across the Taiwan Strait. However, in reality its effectiveness is far from satisfactory. Bringing about changes in laws does not guarantee a better way of company governing, but result in more problems. For example, independent directors are appointed in a company’s general meeting and the poinions of its major shareholders’ are always decisive on the candidates for the jobs. Therefore, the problems surrounding the appointment of company inspectors also reflect on independent directors. Another problem facing independent directors is the dubious roles they play in both the running and supervising of the companies they govern. It is partly due to the fact that no entire new system of company governing has been transplanted into Taiwan and the PRC, but the relevant authorities only pick up bits and pieces which they think might suit their own legal systems best.
It is the opinion of the author that both Taiwan and the PRC are well used to the framework of company inspectors or board of inspectors in the supervision of companies. Sudden introduction of a complete new system would not improve things, but only make potential conflicts inevitable, which in turn reduce the effectiveness of independent directors. It might be wiser to learn a lesson from the experiences of independent directors, to set some restrictions on the qualifications of company inspectors instead and to threngthen their roles at the same time. It is also useful to make reference from certain Japanese legislation which sets up a framework of board of inspectors, makes individual inspector or board of inspectors be able to function more smoothly, and enhences their supervision powers. In addition to these, openness is essential in modern company governing: shareholders shall be informed of the state of the companes they invested in; the market is entitled to know how a company performs. It is also useful that companies can insure against any losses due to the wrongdoing of their directors or inspectors. If a company can recover losses due to internal mismanagement from its insurer(s), not only will the company be compensated, but also shareholders’ interests are protected.
| Identifer | oai:union.ndltd.org:TW/096HCU08194005 |
| Date | January 2008 |
| Creators | Sie, bao-lin, 謝寶林 |
| Contributors | Lai, Lai-kun, 賴來焜 |
| Source Sets | National Digital Library of Theses and Dissertations in Taiwan |
| Language | zh-TW |
| Detected Language | English |
| Type | 學位論文 ; thesis |
| Format | 269 |
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