Independent Directors: Decision-Makers in the us, Powerless Advisers in China

Abstract

As a global popular corporate governance system developed in the us, independent directors were officially adopted by China through ‘Guiding Opinions on the Establishment of Systems of Independent Directors by Listed Companies’ (hereinafter Independent Directors Opinion) in 2001 and through Article 123 of Company Law when it was amended in 2005. The emphasis on minority shareholders’ protection by adopting independent directors in China can be attributed to the global influence of the American corporate governance model, which depends on disinterested directors as independent decision-makers. However, with more than 10 years having passed, independent directors serve as powerless advisers rather than decision-makers in China. Accordingly, this paper aims to ascertain some profound reasons for powerless advisers in China and provide recommendations to address this problem by comparing the role of independent directors in China and the us.