我國公司治理與獨立董事監察人制度之研究
Date Issued
2005
Date
2005
Author(s)
丁蓓蓓
DOI
zh-TW
Abstract
Abstract
Corporate governance has become an important issue recently. In order to assist listed companies to build good corporate governance systems, Securities and Futures Commission has requested that all public offering companies should set up the independent director systems in order to become listed companies.
The purpose of this study is to explore the characteristics of Taiwan’s enterprises and the problems they face both before and after practicing corporate governance, independent directors and supervisors. The five main objectives of this thesis are as follows:
A. To illustrate the system of corporate governance, independent directors and supervisors in Taiwan in order to enhance public understanding of corporate governance, independent directors and supervisors system in Taiwan.
B. To study the framework and characteristics of corporate governance, independent directors and supervisors in Taiwan in order to analyze related problems before corporate governance, independent directors and supervisors was practiced.
C. To discuss the features of corporate governance rules and analyze resolved problems after corporate governance, independent directors and supervisors was applied in Taiwan. Furthermore, to discuss problems arisen after the application. And to indicate the direction which corporate governance, independent directors and supervisors reform in Taiwan should take by referring to OECD strategies for improving corporate governance, independent directors and supervisors.
D. To raise improvement suggestions that will serve as a reference for the government when devising improvement methods for Taiwan’s corporate governance, independent directors and supervisors.
This research reveals that independent directors and supervisors. The obstacles in establishing a system include industry resistance, shortage of talented candidates, independence needs, overlapping functions of independent directors and independent supervisors, and as some critics have mentioned,lack of an appropriate encouragement mechanism. Without this mechanism,independent directors and supervisors cannot be expected to devote themselves to the company.
Furthermore, should the appointment of independent directors and supervisors be made mandatory by law in the first stages of promoting corporate governance? Is it necessary to set up an audit committee?
This paper suggests advancing the reform of independent directors and supervisors in order to eliminate weaknesses in the current corporate governance, independent directors and supervisors. Recommended approaches: create a control mechanism to enhance the independence of independent directors and supervisors, clearly differentiate the responsibilities of independent directors and independent supervisors, introduce a compulsory liability insurance scheme for independent directors and supervisors, establish a human resource market of professional independent directors and supervisors, set up commissions of distinct functions, and implement the company rating system. Aside from reforms in independent directors and supervisors and information disclosure, companies should carry out the establishment and practice of corporate governance, give institutional investors a greater role in corporate operation, put more emphasis on the re-education of investors, and provide a sound accounting environment. Most importantly, corporate culture and operators’ values should be rectified, in order for companies to make a sincere effort in enforcing corporate governance.
Subjects
公司治理
獨立董事
監察人
corporate governance
independent directors
supervisors
Type
other
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