As we all know, the separation of ownership and management rights will inevitably lead to serious information asymmetry between investors and management of listed companies. Information asymmetry is one of the inducements of accounting fraud, and may bring adverse selection and moral hazard problems. In order to solve the negative impact of information asymmetry, the international common practice is to resort to the arrangement of corporate governance structure and executive stock options. A perfect corporate governance structure forces the management to release information and balance the distribution of information through mechanisms such as power distribution, power balance and information disclosure, thus alleviating the problem of adverse selection. By reasonably designing the incentive mechanism, the executive stock option allows the management to share the surplus of the enterprise and stimulate the enthusiasm of the management to the maximum extent, thus alleviating the moral hazard problem. Whether it is the institutional arrangement of corporate governance structure or the mechanism design of executive stock option, it is inseparable from high-quality accounting information. In view of the fact that accounting information is compiled and provided by management, the appointment of management is obviously dominated or influenced by the will of major shareholders. In order to prevent insider control and balance the power of management and major shareholders in accounting information, corporate governance principles and regulations in developed countries such as Britain and the United States require the board of directors to set up audit committees. The audit committee is generally composed of independent directors, whose main responsibility is to ensure the quality of accounting information. Although different countries have different definitions of the responsibilities of the audit committee, when designing the corporate governance structure, the audit committee is usually given the following four rights and responsibilities: (1) reviewing accounting policies, financial status and financial reporting procedures; (2) Hiring a certified public accountant to independently audit the accounting statements; (3) Review the internal control structure and internal audit work; (4) Supervise the company's code of conduct. It can be seen that the independent director system and the audit Committee system are indispensable institutional arrangements to ensure the quality of accounting information.

In China's listed companies, the information asymmetry between investors and management is more prominent, but China has not yet made effective institutional arrangements to ensure the quality of accounting information in the corporate governance structure. Therefore, the management has too much power in compiling accounting information and lacks effective restraint and supervision. Imagine, if the board of directors of listed companies in China is also held by independent people with conscience and accounting knowledge, can accounting fraud scams such as Yin and ST Liming still succeed?

China's securities market has gone through 10 years, but the regulation of corporate governance is long overdue. It was not until May and August this year that the CSRC issued "Principles and Guidelines for Governance of Listed Companies (Draft for Comment)" and "Guiding Opinions on Establishing Independent Director System in Listed Companies" respectively, requiring listed companies to set up independent directors and audit committees. Among them, the primary responsibility of the audit committee is to ensure that listed companies prepare and disclose accounting information truthfully. Undoubtedly, these measures are institutional innovations to ensure the quality of listed accounting information in China, and also meet the good corporate governance standards of developed countries. However, the author believes that until the following problems are properly solved, even if the independent director system and the audit Committee system are put into practice, it is difficult to effectively play the role of restraining accounting fraud:

First, the appointment of independent directors. Although the Guiding Opinions stipulate the qualifications and appointment procedures of independent directors, as long as the problem of "one share dominates" is not solved, it will be difficult for independent directors to maintain their independence and may become vassals of major shareholders. According to China's national conditions, the author suggests that in order to maintain the independence of independent directors, major shareholders should be deprived of the right to vote in the appointment of independent directors.

Second, the remuneration of independent directors. How to design a reasonable compensation scheme for independent directors has always been a puzzling problem. It is difficult to mobilize the enthusiasm and sense of responsibility of independent directors because of low remuneration, and it is easy to lose their independence because of high remuneration.

Third, the remuneration of independent directors. If the compensation mechanism of independent directors is not established as soon as possible, it is unrealistic to expect independent directors to serve all shareholders honestly and diligently. The compensation mechanism involves the issue of compensation. If the remuneration is too low, professionals with high quality and good conduct are unwilling to bear the risk of litigation and compensation as independent directors of listed companies. Therefore, it is imperative to establish occupational insurance for independent directors.

Fourth, the workload of independent directors. China Securities Regulatory Commission requires that before June 30, 2002, there should be at least one third of independent directors in the board of directors of listed companies, including one accounting professional; If a listed company has a remuneration, audit and nomination committee, independent directors shall account for more than half of the members of the committee; In principle, independent directors shall concurrently serve as independent directors in at most five listed companies; Major related party transactions must be reviewed and commented by independent directors. The average number of directors of listed companies in China is 988. According to the requirements of China Securities Regulatory Commission, the average number of independent directors of each listed company is 3 to 4. According to this calculation, 1 to two independent directors with accounting background should not only be in charge of the audit committees of 1 to five listed companies, but also be responsible for or participate in the affairs of nomination and remuneration committees, review major related party transactions and express their opinions. Their workload is unimaginable and the quality of their work can be imagined.