英美独立董事任免机制研究

通过介绍英美独立董事任免机制,对我国在独立董事提名、任命、辞职、罢免等方面完善立法提出建议。笔者认为,股东大会享有任免独立董事的固有权利,董事会在法定情形下有任免独立董事的权利;公司、股东、独立董事和利害关系第三人在独立董事的任免方面享有诉权;我国应细化董事会提名和股东大会任免独立董事的议事规则。

Research of Appointment and Removal of US and UK Independent Director

Based on the research of the appointment and removal mechanism of the US and UK independent director, the legislation of the independent director system in China should be improved in aspects of nomination, appointment, resignation and removal. The directorate is endowed with the right to appoint and remove independence directors under legal state. The corporation independence director and third person with interest are endowed with the right to litigate. Rules of the procedure are refined concerning the directorate nominating, the stockholders conference appointing and removing the independence director.