董事长包揽CEO职务、独立董事都是哥们 国内上市公司治理“药方”何在？

Core Viewpoint - The governance of listed companies in China faces significant challenges, including low independence of board members and ineffective oversight, which has led to financial fraud and conflicts of interest [1][8]. Group 1: Board Independence and Effectiveness - The proportion of independent directors in the Shanghai and Shenzhen 300 index is only 38%, compared to over 85% in the S&P 500, indicating a substantial gap in board independence [1][9]. - Independent directors in China often lack true independence, as they may be friends or associates of major shareholders, which undermines their ability to provide objective oversight [10][11]. - The need for a transparent independent director system is emphasized, suggesting the establishment of a third-party organization to manage the selection and compensation of independent directors [2][11]. Group 2: Governance Structure and Responsibilities - The board of directors should focus on strategic decision-making and oversight of management, rather than overlapping with management responsibilities [1][7]. - There is a misconception in China regarding the role of the board, which is often seen as a management body rather than a governance body, leading to unclear responsibilities [6][7]. - The average score for corporate governance in China was only 56.38 out of 100 as of 2019, indicating slow progress in improving governance standards [8]. Group 3: Cultural and Structural Changes - A shift towards a "co-governance" culture is recommended, where the chairman of the board empowers the CEO and encourages independent thought among directors [12][17]. - Diversity within the board, including increasing the number of female directors, is highlighted as a key factor for effective governance [14][16]. - The interaction with investors is crucial, with an emphasis on protecting investor rights and incorporating their perspectives into corporate strategy [17].