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Essay代写:The independent director system in the UK

2019-02-22 17:10:26 | 日記
下面为大家整理一篇优秀的essay代写范文- The independent director system in the UK,供大家参考学习,这篇论文讨论了英国的独立董事制度。英国的独立董事制度是作为一种改善公司法人治理结构的方式而产生的。运行至今,它也存在着很多问题,这些问题引发了一系列委员会的建立,他们围绕董事会的组成、结构和效率等展开了研究,并发布了一些有影响力的报告评论,对独立董事制度的完善提出了一些建议。独立董事的功能不是作为公司法人治理结构中所有问题的答案,也不是对董事会的一味遵从,而是去监管公司的管理、运作,提供出他们独立的见解和判断。

The independent director system in the UK comes into being as a way to improve the corporate governance structure. These problems led to the establishment of a series of committees. They studied the composition, structure and efficiency of the board of directors, issued some influential reports and comments, and put forward some Suggestions on the improvement of the independent director system.

It is difficult to guarantee the independence of independent directors. In the Cadbury committee report, the requirements for the independence of independent directors were simply stressed, and no clear criteria were provided to determine the independence of independent directors. Cadbury's report also requires the board to have at least three independent directors and recommends that companies set up an appointment committee to perform the function of selecting independent directors. The majority of the members of an appointment committee are independent directors, which can prompt the company to appoint more independent directors to the board. But the number of independent directors on the board does not mean that they can perform their duties well.

Higgs's report gives an explicit definition of the independence of independent directors: no one has worked at the firm for the past five years; In the past three years, I have no business relationship with the company, nor am I related to its consultants, directors or old employees. No remuneration other than that due to the company; Cannot serve as a director of another company; Not being able to represent the company as an important shareholder; You can't have been on the board for more than 10 years. The Higgs report is simply too demanding for independent directors to be realistic. In practice, most of the independent directors are selected through their personal relationship with the company or friendship with the directors.

Solutions for independent directors' difficulty in obtaining company information. The Cadbury committee has stressed that independent directors have the same right to obtain information as executive directors and that the extent to which independent directors perform their duties is closely related to the quality of information they receive. However, it does not provide clear guidance to independent directors on how to obtain the information they want.

The Higgs report suggests something. It emphasizes that relevant materials and information should be presented to the independent directors in a concise way before the board meeting begins. At the same time, it also emphasizes that independent directors should evaluate the information provided to them every year, which gives independent directors an opportunity to evaluate what information is important to them and the quality of the information provided.

Solutions to the ambiguity of the rights and responsibilities of independent directors. For one thing, the Cadbury committee stresses that all directors are equally accountable for the actions and decisions of the board. On the other hand, I also realize that some directors should bear special responsibilities to the board of directors. Cadbury's committee expects independent directors to contribute in two ways: to monitor the behaviour of the board and its executive directors, and to make decisions when potential interests conflict. These expectations place a heavy burden on independent directors, who the Cadbury committee hopes will shoulder the burden of corporate governance, but whose responsibilities are not commensurate with their powers.

The Hampel committee opposes the distinction between the responsibilities of independent and executive directors. In the common interest of the board, they supported the assumption of equal responsibility. In addition, they tend to let the court decide the different responsibilities of independent directors.

The Higgs report acknowledges that different roles and responsibilities require different knowledge, skills and experience. Although there is no specific distinction between different responsibilities, it has taken the first step to distinguish the duties of independent directors from those of executive directors to realize that independent directors should have different responsibilities.

These reports put forward many Suggestions to improve the independent director system, and these Suggestions were gradually detailed. But in fact, they all go in the wrong direction to find solutions to the problem of independent directors. In fact, the unitary board system adopted in Britain determines the existence of these problems for independent directors, and it is difficult to find solutions to these problems. In British companies, the board of directors under the unitary model has to fulfill two main functions: strategic management and supervision. The board of directors shall be responsible for the operation of the company on behalf of the shareholders and shall supervise the work of the management personnel. Independent directors only work part-time in the board of directors and do not involve in the daily operation of the company. It is difficult for them to perform the strategic management function. Therefore, the unitary mode of merging the two functions in the board of directors limits the supervision functions of independent directors. These committees all hope that the independent directors can reconcile these two roles, which puts the burden of solving the problems in corporate governance structure on the independent directors. In fact, it is impossible for independent directors to meet these expectations, and the improvement of corporate governance structure should be the unified integration of all institutions in the whole company. The role of the independent director is only one part of what is needed, which is the cooperation of each institution of the company and the change of corporate culture.

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