| The instauration of corporate supervisory system fits the need of inside control and is the symbol of the corporate development correctly. In the progress of developing and perfecting the Chinese company laws, we have set the corporate governance ourselves through transplanting the advanced concepts and theories of overseas laws. Chinese corporate governance is that directors and supervisors are elected by the stockholders' meeting in the stock companies and limited responsibility companies and compose the board of directors and the board of supervisors with other supervisors elected from workers. The board of directors constitutes strategic policies and appoints the board of management with the general manager taking the head, and the supervisory board supervises the board of director and the managers. The supervisory boards of the large and oversized state-owned enterprises are sent by the central government. Now the big problem of the board of supervisor is that its status is bewilderingly and can't play its role efficiently, We see from: the dependence of the board is becoming weaken, the strength is not large enough, and the methods of supervising is single and criterion is not so complete. So it is very urgent for China to use the overseas advanced experience and theories of corporate supervising and strengthen the construction of Chinese corporate supervisory board and let it play a good role in the Chinese economic reform.Under the special system of politics, economics and justice, the thesis put forward the main ideas of corporate governance especially the system of corporate supervising; this will help us realize the basic frame and contents of the system of supervisory board. Meanwhile, we must take the advanced experiences and failure lessons of overseas corporate supervising for our use, then describe the advantages and shortcomings of Chinese corporate board of supervisor in legislation and execution, the phenomenon show: the functions are becoming weaken, can't play its role correctly, affect the healthy development of companies. So the supervisory board must be paid more attention and found out the reasons of the phenomenon. The final purpose is to perfect a kind of system of supervisory board which can fit the development of China, have the Chinese characters, can play its supervising role completely and promote the developments of all kinds of companies.Firstly, we must know the basic theory of corporate governance and related concepts about supervisors and supervisory board. This is the elementary work for us to prepare. Because many economists and management experts study the problem from their fields, the principles of economics and management also help us study the problem through the legal way. We must know that the structures of supervisory board vary because of different countries and regions. The main models of supervisory board are: Anglo-American model, German model, and Japanese model. We'd better know the legal relations between the supervisory board and the supervisors, then probe into the groundwork of economics and management that the corporate governance lying in on, analyze the nature and status of law of supervisors and the board of supervisors.Secondly, we must analyze the nature of Chinese supervisory board through its surface. As we know, the Congress passed the <> and revised only once in 1999. The law prescribes the responsibilities and qualification of supervisors and the functions of supervisory board. If all the companies obey the law correctly, the supervisory board can function well. The facts are in the other way round. The actual states of the supervisory board are not efficiently, and cause the companies operate and develop unnaturally. The reasons to the question are from outside and inside. Our conclusions are: change of the corporate control, influence of the structure of stock right, system of morality and lag of legal construction.After comparing all kinds of systems of supervisory board in the world, we must take the advantages fo...
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