1. From the regulatory level, independent directors are not related parties. China's "Administrative Measures for Connected Transactions" will be defined as: investors, chairman, general manager and other senior management, controlling shareholders, de facto controllers, controlling subsidiaries and so on. Independent directors are not included in this list, they are independent managers of the listed company and need to fulfill the obligation of independent judgment.
2. From the accounting standards, we can also determine that independent directors are not related parties. The definition of related parties in the accounting standards is more or less the same, and there is no independent director listed as a related party. Accounting statements also require companies to make special disclosure of transactions with related parties, but do not require disclosure of transactions with independent directors.
3. However, in terms of practical operation, there is also a certain relationship between independent directors and the company. Because:
1) independent directors enjoy the compensation provided by the company;
2) independent directors need to rely on the information provided by the company to make judgments;
3) independent directors need to protect the interests of the company to a certain extent, it is difficult to achieve absolute independence.
4) Although the nomination of the company's senior management needs to be vetted by the independent board of directors, in practice, there are also cases in which the independent directors are unable to completely resist the influence of management.
In summary, from the regulatory and accounting standards, independent directors are not related parties of the company in principle. However, from a practical point of view, independent directors are also dependent on the company, and there are certain constraints and challenges to their independence in the true sense of the word. This is also the reason why there is a controversy about whether independent directors are related parties.
It can be said that this is a combination of theory and practice, and needs to be explored and strengthened in all aspects of system design and implementation, in order to truly play a good role in the role of independent directors as a corporate governance mechanism. Not only to clarify the independent status of independent directors, but also to take into account the existence of a delicate relationship with the company, which requires the regulator, company management and independent directors themselves *** with the efforts