| Summary: | 碩士 === 東海大學 === 企業管理學系碩士班 === 95 === In the stream of improvement of corporate governance, companies set up outside directors ( or independent directors) was an innovation mechanism. Their main functions lied in strengthening the quality of board, preventing board from being dominated by major stockholders and being substituted by management teams. In November, 2001, Taiwan government abolished the limitation that directors should be elected from among stockholders in Company Law amendment, and it was the basis of domestic law origin. In February, 2002, the listing rules of TSE/GTSE have made amendment and every public company applying for listing should have at least two independent directors and one independent supervisor.
This study examines the listed firms which set up outside directors and try to discuss the separate influence of board’s operation, firm performance, CEO’s power on the roles of outside directors. This study use Hierarchical multiple regression method to examine the listed firms which set up outside directors.
The finding suggests:
1.If the official and the unofficial interactions among outside directors and other board members, management teams are more frequent, outside directors will be conducive to act their roles.
2.If the motivation of the outside directors is more close to the stockholders’ benefit, outside directors will be conducive to act their roles.
3.If the performance displays bad, outside directors will be conducive to act roles.
4.If the CEO duality exists on the board, outside directors will not have real power to act their roles.
5.If the percentage of stock share held by CEO is more than by board, outside directors will not have real power to act their roles.
6.If the tenure of CEO is longer, he will deal with any uncertainty problems and the percentage of acting their roles of outside directors will fall off.
7.If CEO holds a great amounts of boards of the other companies, he will spent a lot of time dealing with public affairs, and the percentage of outside directors who act their roles will increase.
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