Supervision Mechanism of Independent Director from the Perspective of Corporate Governance

• Main Authors: LIAO, YING-CHIEH, 廖瀅絜
• Other Authors: 洪秀芬
• Format: Others
• Language: zh-TW
• Published: 2018
• Online Access: http://ndltd.ncl.edu.tw/handle/65j5t6

碩士 === 東吳大學 === 法律學系 === 106 === To promote corporate governance in Taiwan, the adoption of Independent Director Mechanism was part of the corporate government framework that concerned about the board’s accountability to the corporation and the shareholders and it’s effectively monitoring of management. It has been more than 10 years since the introduction of the Independent Director Mechanism in Taiwan. However, after the XPEC Entertainment fraud case broke out in 2016, it became a challenge to whether or not the Independent Director Mechanism is able to prevent corporate scandals with financial failure of the board of directors. Listed corporations of Taiwan were used to be directly held by controlling shareholders. In most cases, ownership and management of a corporation was held in the same family members. They held more than half of the board’s seats and had substantial control over decision-making in Shareholders Meetings. Therefore, how to prevent the management to do self-dealing for his own interests and to protect the interests of all shareholders is an important issue. First of all, this paper gives a detail review of Corporate Governance Code. Additionally, introduces independent director mechanism adopted in Taiwan and discusses the recent development. Moreover, analyzes the backgrounds and promotions of independent director mechanism in the United States of America, United Kingdom and Japan. Furthermore, compares Taiwan’s adoption of independent director mechanism with those countries. Finally, proposes some opinions for the adaptation of independent director mechanism in Taiwan on previous analysis.