股份公司独立董事任免制度研究

独立董事任免制度主要包括独立董事的提名、选举、解任程序的启动及解任议案的表决等内容。独立董事可以由董事会或者单独或合并持股达到一定比例以上的股东提名,董事会应下设主要由独立董事组成的提名委员会,专门负责独立董事候选人的提名工作;独立董事的选举应适用累积投票制,并且应与一般董事合并选举;独立董事解任议案得由董事会提出,但不宜采用临时动议的方式;股东(大)会对独立董事解任议案的表决应该适用特别决议程序。

Study on the System of Appointment and Removal of Independent Direction in Stock Corporation

The system of appointment and removal of independent director mainly includes nomination and election of independent director, start of procedure of recall, vote of motion of recall, etc. Independent directors should be nominated by directory or partners holding stocks reach a fair proportion separately or jointly. The directory should set up nominating committee. It mainly consists of independent director for nominating work of independent director candidate. The election of independent director should be applicable cumulative voting system, and it should consolidate election with general director. The independent director motion of recall should be raised by directory, but it is not suitable for the way of temporary motion. General meeting should be applicable extraordinary resolution procedure for vote of independent director motion of recall.