A Study of Independent Directors As a Corporate Governance Mechanisms : With Discussions of Director’s Compensation

• Main Authors: Ming-WeiLi, 李銘偉
• Other Authors: Chun-Jen Chen
• Format: Others
• Language: zh-TW
• Published: 2014
• Online Access: http://ndltd.ncl.edu.tw/handle/xyzf4s

碩士 === 國立成功大學 === 法律學系 === 102 === SUMMARY In recent years, the topic Corporate Governance is increasingly important. Among scholars is not consistent definition of corporate governance. Under the concept of corporate governance, supervising company managers can be divided into internal supervision and external supervision. Company’s internal supervising bodies of the legal design in Taiwan have been changed in recent years. Original, company internal supervising bodies of the legal design is to have Board of Directors and Supervisor, like Two-tier System in Japan. But legislators stipulate the Section 14-2 to 14-6 of the Securities Exchange Act that make company’s internal supervising bodies of the legal design like One-tier System in America. The Securities Exchange Act Section 14-2 to 14-6 are about Independent Directors, Audit Committee and Compensation Committee. In America, Independent Directors means that the director does not perform operations in the company, and non-interest exists with the company and its management, and has considerable professional ability and work experience, can effective monitor and evaluate the performance of the company. In order to avoid conflicts of interest of directors, New York Stock Exchange and NASDAQ require all listed companies to set up Compensation Committee, and its members must be all or majority independent directors. The regulations about director’s compensation system in Taiwan are Section 196 of Corporate Law and Section 14-6 of the Securities Exchange Act. According to the Section 196 of Corporate Law, directors remuneration will be determined by articles of the company, but if articles determine yet that shareholders meeting has a right to decide it. However, According to the Section 14-6 of the Securities Exchange Act, all listed companies must have Compensation Committee which are different from Compensation Committee in America. There are many issues worthy of discussion.