Studies, Of Company Oversight Mechanisms Legal Issues

The supervisory system is an organic part of the modern company system, perfecting it is the basic guarantee to the problem that company system operates effectively. Our country's company system has many defects which are closely related with the special background of the reformation of the state enterprises, at the same time the disperfect supervisory system is an important reason. So it's an impatient requirement to perfect the company supervisory system.Besides the preface, the paper has six parts.The first chapter, the basic theory of the company supervisory system which is the theory premise of discussing the problem of perfecting it. The supervisory system is an action way to control timely and objectively the company decision-making power, execution power, supervisory power and the mutual actions, that is to say it is the sum of a series of systems that the related institution examination inspect and supervise the actions such as decision-making, execution and supervision done by its bodies and the related officers with positive or negative meanings. It only involves the checks and balances problem in the company, does not involve the internal encouragement, the internal decision-making, and also does not involve the problem of the external environment. The final conclusion is the distribution to powers and the control to powers among the internal institutions in the company's supervision, which involves not only the company ruling but also the supervision among the actions of the stockholders individually. The direct reason is the separation between the power of management and the power of decision-making, which follows the separation of the ownership of property between company and its subscribers, and the difference between the agent and the principal, which causes the agency which is done with by the company's supervisory system. The company'ssupervisory system must base its consideration on all kinds of values. Efficiency and justice are the most important value to it. The efficiency is that the company's supervisory system can make company and all the relevant subjects obtain more output by means of less input so as to meet the needs of people and society. The justice is that the system can protect the benefits of the relevant subjects, especially the benefits of the middle and small stockholders in the company law. The aim for the system is how to control and restrict the managers to protect shareholders, In realizing the benefits of shareholders, it also needs to consider the other's benefits. The system must realize separation and supervision, and carry out the mind of protecting benefits, and embody the basic requirement of centralized performing the powers of directors.The second chapter, analyzing the problems of the system which is the practical premise in the paper. Our company law has serious internal control which becomes two different forms: one is for managers to stockholders, the other is for dominance shareholders to middle and small shareholders. Our system must solve the two difficult problems at the same time. Many reasons cause them including both the internal powers structure in the company and the outer market's environment and the law system in the company supervision, both the company system itself and the special difficulty during the movement of the state economy. The law system will offer the base and guarantee for the market's normal operation, but law can not solve the market problem, so the company law should base more consideration on the internal supervisory ruling. At the same time for these problems which are not subject to the company law but belong to the management system of the state capital should not and also has no way to be solved in the company law system.The third chapter, the basic minds of perfecting the system which is the main part and also is a difficulty. The market type in England and Americanwhose typical feature is the separation of shares' power and the perfect of capital market, the network type in Japan and German whose typical feature is...