独立董事是现代公司治理中的重要角色，那个这个角色是如何诞生的呢？
卡德伯利报告(Cadbury Report，1992):提出"独立董事-Independent directors"的概念.
80年代，国际上几家引人注目的大型公司相继倒闭，根据此背景，伦敦几家著名的从事审计和管理规范的研究机构在1992年提交了一份名为《社团法人管理财务概述》的报告，即"凯得伯瑞报告"。
该报告提出的"至佳经营准则"中指出："董事会中应有足够多的有能力的非执行董事，以保证他们的意见能在董事会的决策中受到充分的重视。"
Cadbury Report (forerunner to the Combined Code):
"The effectiveness with which boards discharge their responsibilities determines Britain's competitive position. They must be free to drive their companies forward, but exercise that freedom within a framework of effective accountability. This is the essence of any system of good corporate governance."
"We believe that our approach, based on compliance with a voluntary code coupled with disclosure, will prove more effective than a statutory code. It is directed at establishing best practice, at encouraging pressure from shareholders to hasten its widespread adoption, and at allowing some flexibility in implementation. We recognise, however that if companies do not back our recommendations it is probable that legislation and external regulation will be sought to deal with some of the underlying problems which the report identifies. Statutory measures would impose a minimum standard and there would be a greater risk of boards complying with the letter, rather than with the spirit, of their requirements."
Following the many governance failures, as noted above, Sir Adrian Cadbury was asked to investigate the British corporate governance system and to suggest improvements to restore investor confidence in the system.
The final report set out recommendations on the arrangement of company boards and accounting systems to mitigate governance risks and failures.
Rather than taking a statutory route, the report recommended a principles-based approach supported by "comply or explain".
The main recommendations were:
the appointment of NEDs;
an audit committee to oversee greater control of financial reporting; and
the separation of the role of the chair and chief executive.
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