On The System Reform Of Supervisory Board In Chinese Listed Companies

Being one of the hot issues in corporate law research,corporate governance has been highly valued by corporate law scholars.The key to optimize corporate governance structure is to establish a scientific and effective corporate supervision mechanism.The board of supervisors will be the supervisory organ for the listed companies stipulated in the Company Law of the People's Republic of China.The reform of the supervisory system of the listed companies becomes the most important factor in the optimization of the supervision mechanism of the listed companies.The current discussion on the reform of the board of supervisors of listed companies has the problem of over micro research perspective and the fragmentation of the solution.Although it is helpful to promote the resolution of individual supervision in the supervision mechanism of the company,it can not systematize the reform of the board of supervisors of Chinese listed companies and make it scientific.The reason is multifaceted,not only the limitations of understanding the different monitoring models are not thorough,but also the local human environment is not deep confinement,as well as the path dependence.In current legislative framework for the existing problems to improve and repair,it is more likely that the solution of individual real legal issues is more likely to be accepted by legislators than systematic reform programs.In this paper,the supervisory system of Chinese listed companies,which is the most concentrated problem of corporate supervisory mechanism and the contradiction,is the object of the board of supervisors of listed companies in China.It tries to systematically reform the system of board of supervisors of listed companies through the supervision of subject system,supervision object system and supervision mode.To improve the supervision mechanisms of Chinese listed companies and establish a good corporate governance as well as improve the international competitiveness of Chinese listed companies for providing useful theoretical attempts.The reason why China's listed company board of supervisors system needs to be reformed is that the 2005 corporate law reform,make it a certain extent and enhance the supervisory capacity of the board of supervisors,but the reform is not complete.Therefore,the scholars began to criticize the theory,summed up we still believe that China's legislative provisions of the board of supervisors of the listed company legal text is still relatively rough,the supervision of the right can not be guaranteed,and there is duplication between the supervision and independent directors and problems.This phenomenon leads to the supervision of listed companies blur.Therefore,it is necessary to reform the system of board of supervisors of listed companies in China according to the reform objectives and functional orientation of the board of supervisors of listed companies.The reform of the board of supervisors of listed companies in our country should aim at protecting the interests of shareholders,improving corporate governance and improving the international competitiveness of Chinese listed companies.On the basis of allowing the listed companies to choose their own supervision mode and reduce the supervision costs of listed companies,under the principle of effective supervision,the principle of active supervision and effective supervision,strengthen the independence of the board of supervisors of listed companies through the reform of the main body of the board of supervisors of listed companies,improve the accuracy of the supervision of listed companies through the reform of the object system of the board of supervisors.So that the supervision of the board of supervisors of listed companies become more professional,forward and cooperative,strengthen the supervisory function of supervisors of listed companies,staff participation function and strategic management functions.One of the problems that should be solved first in the reform of the board of supervisors of listed companies in our country is to guarantee independence of the board of supervisors.The reform of the main body of the board of supervisors of listed companies is to solve the problem being lack of independence of the board of supervisors of listed companies.At present,there are two problems to be solved in the system of corporate governance in China's listed companies.One is the independence of the board of supervisors.The other is the coordination problem with the independent directors.Before resolving the problem of supervisory board,the coordination of the board of supervisors and independent directors of listed companies should go first.The two kinds of supervision mechanism coexist and the lack of accurate distinction between supervisory authority and even power overlapping leads to increase supervisory cost.On the basis of perfecting the system of board of supervisors and independent director system,the article draws lessons from the idea of Japanese company legislation allowing listed companies being free to choose its mode between the board of supervisors and the independent director system,reducing the supervision costs of the listed companies through the clarification of the supervisory organs and the supervisory authority.The company law provides the best legal products,and thus reduces the transaction costs of the parties involved in the company.At present,the board of supervisors of our listed companies,whether in the organization,or in the meaning are not fully independent,which is manifested in the board of supervisors and their members for its supervisory object-the board and other company executives-the existence of personal and property At the same time,the imperfect rules and regulations of the board of supervisors of listed companies make the major shareholders through their spokesperson arbitrary control,distort the meaning of the company supervisory organs,the company supervisors to become a major shareholder.For the legislative reform in the future,we should strengthen the independence of the board of supervisors from two aspects of organization and meaning,so that the appointment and removal of supervisors can not be controlled by the board of directors,and the remuneration as well as financial control of the board of supervisors are not affected by the board of directors and managers control.Improving the rules of the board of supervisors,through the perfect procedures to ensure that the meaning of the board of supervisors from other companies and individuals to avoid improper intervention.The reform of the object system of the board of supervisors of listed companies is how to ensure the precise supervision on listed companies.Although in the jurisprudence,some scholars will use legal objects and legal objects as the same meaning,but this article will distinguish these two concepts strictly.The object of supervision refers to the supervision of the organs and individuals,while supervision of the object is the object of supervision.The accurate usage of the object of supervision of the board of supervisors of the listed company is an important prerequisite for the change of the object system of the board of supervisors of the listed company.First of all,for management trust and other factors,the company manager and other company executives should be independent management of the company's leadership of the board of directors to supervise the supervision of listed companies board of supervisors only for the company's board of directors.Secondly,the supervisory object of the board of supervisors of the listed company is only the management of the board of directors,not the director's job,because the management and management of the board of directors can cover the duties of the directors.On the contrary,the duties of the directors can not cover the management activities of the board of directors.At the same time,the supervision of the board of supervisors of listed companies should also include the supervision and proper supervision of appropriate law.Therefore,the author called on China's future "Company Law" legislative reform to supervise the object and object system of supervisors and supervisors of listed companies,the supervisory authority of the board of supervisors of the listed company and the essentials of the exercise.The supervisory mode of the board of supervisors of the listed company is mainly about the existence of the board of supervisors of the listed company or the way in which the board of supervisors of the listed company and the board of directors coexist and interact with each other.The supervisory board of the listed company of our country wants to realize the effective supervision of the company's management activities.The supervision mode of the listed company shall be fully adjusted: it must be changed from non-professional supervision to professional supervision to realize the specialization of financial supervision and self-organization.Change the supervisory authority of the board of supervisors,increase the supervisory information of the board of supervisors by adding additional supervisory information of the board of supervisors and strengthen the influence of the board of supervisors on the decision-making of the company through the addition of the important matters of the company as well as making the board of supervisors and the board of directors jointly prevent the business risk.At the same time,the way of supervisor should be changed from the vertical supervision to the cooperative supervision.In full respect for the board of directors being on the basis of independent management and management of the company,through the addition of the board of supervisors to achieve the board of supervisors and board of directors of the benign interaction between supervisory board and the board of directors Of the joint and several responsibilities to enhance the supervision of supervisors to monitor the duties of the sensitivity,so as to completely reverse weak situation of the supervision board of listed companies in China.