On The Supervision Of The Board Of Directors In Wholly State-owned Companies

Due to the special structure of the contributors in the wholly state-owned companies of our country and the developing trend of modern corporate governance, among other causes, it will lead into the enlargement of the power of the director board. And lacking of effective supervision over the director board may potentially jeopardize the normal operation of the companies, and put the maintaining and increasing the value of the state-owned assets at risk. Therefore, it has vital importance to perfect the supervisory mechanism of exercising board of directors'power in wholly state-owned companies. After the research on the supervisory theory and basing on thinking of the multiply ways of supervision, the author argues that the supervisory committee should play a leading role in the supervisory mechanism in order to effectively supervise the board of directors of wholly state-owned companies. Nevertheless, the system of the board of supervisors, especially the member structure and the power allocation, should be perfected. Meanwhile, the linkup between the supervisory committee and supervision of other organization should be optimized. The main content of article consists of four chapters:The first chapter is the theory basis of this article. This chapter probes into the power enlargement of the board of directors in wholly state-owned companies and the necessity of the supervision on it, and expounds the appearance, reasons and problem of the power enlargement. Then in terms of the thinking of the"check and balance"theory and multiply ways of supervision, this article clarifies that the supervisory committee should play a significant role in the supervision of board of directors.The second chapter analyzes the existing problem of the constituting the wholly state-owned companies, and provides the suggestion of perfection of mechanism, establish the constituting basis for the supervision of wholly state-owned companies'board of directors. The optimization of the member constituting the supervision committee is conducive to strengthen the supervisory power and supervise the board of directors at a better level. This chapter studies and analyzes the board of directors'problem on member constituting, scattering energy of the full time supervisor and unreasonable proportion of supervisor board constituting, and provide the relative suggestion for the constituting reform of the wholly state-owned companies'supervisor board including the implementation of dependent supervisor mechanism, optimization of supervisor board constituting proportion, standardization of the system of supervisor selection and election etc.The third chapter probe into the circumstance of the power allocation of wholly state-owned companies'supervisor board, and provide the relative suggestion of enlarging the power of the board of supervisors and propelling the exercising the supervisory power. The promotion of the board of supervisors'power and effective utilization of its power are the prerequisites for forming the supervision on the board of directors. This chapter analyzes the problem on the board of supervisors lacking the decision-making power on director election, the way of exercising supervisory power on collective decision and the flaws of derivative suit, and provides the suggestion for reform so as to ensuring the further perfection of the aboard of supervisors'power allocation and arriving at the level of effective supervision on the board of directors. The forth chapter probes into coordination mechanism between wholly state-owned companies'board of directors and the other relevant supervision and administration bodies, mainly in terms of its relationship with the state-owned assets supervision and administration authorities and financial and accounting organizations as well as the existing issues of collaboration, and tries to establish a more effective supervisory system on the wholly state-owned companies'board of director so as to make the supervision get a better effect.