獨立董事相對論

The Relativity of Independent Director

獨立董事的“獨立性”並非絕對的，而只是相對於特定的人和事而言的。只存在此地的“獨立”，而沒有無時無處、時時處處的“獨立”。基於現有獨董選任機制，上市公司獨董不必然“獨立”於公司大股東或管理層，而成為中小股東的代言人。在履行職責時，獨立董事需要甄別情況、事項和對象發表“獨立”意見，遇到與自己有利益牽連、容易導致利益衝突的人或事時，獨立董事唯有通過對特定事項的迴避，才能確保自身的“獨立”。

There is no such a thing as an absolutely independent director. The independency of the independent director in a listed company depends on what kind of the situation that he or she is in and who he or she is facing to. According to the selection procession, the independent director in listed company could hardly be independent to the majority shareholder, rather than be the representative of the minimum and minority shareholders. To practice their duties, the independent directors need to identify the situation, matters and objects to express their independent opinions. And they should keep themselves away from the issues with interest conflicts to ensure their own independent status.