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The Internal Supervision Mechanism' Legal Reconstruction Of The Chinese Company

Posted on:2011-10-29Degree:MasterType:Thesis
Country:ChinaCandidate:X YangFull Text:PDF
GTID:2166330332958420Subject:Economic Law
Abstract/Summary:PDF Full Text Request
The improvement of corporate governance all over the world is oriented to strengthening the supervision mechanism, and so is china. The introduction of independent director system has ended the status of supervisory emptiness in China's companies since 2001. However, the coexistence of independent directors and board of supervisors within the supervisory mode does not show the expected effect. The introduction of independent directors is not successful, and the function of the board of supervisors is gradually weakening. What experts and scholars are greatly concerned is that how to separate the three powers in companies, how to strengthen internal supervision and how to make company's operation steadier. Through the comparative analysis of the internal supervision mechanisms of domestic and foreign companies, I also try to explore the road of improving the internal supervision mechanisms of Chinese companies.This paper consists of five sections. Chapter I mainly describes the related concepts concerning internal supervision mechanism, and discusses the relationship between the company governance and internal supervision as well as the concept of internal supervision mechanism, contents and purposes. The theoretical basis of the company internal supervision mechanism is entrusted agency theory, stakeholder theory and the theory of check and balances of companies powers, which broaden the dimensions of the internal supervision, and provide a new perspective for the innovation of company internal supervision mechanisms.The second chapter mainly elaborates the development of internal supervision mechanism of domestic corporations and the appraisal of present situation. Firstly, this chapter introduces the developing history of board of supervisors system in our country The Qing Dynasty government promulgated Qing Dynasty Corporation Law in 1904 and founded the auditor system. Under PRC Corporation Law revised in 2005, the rules of independent director and the board of supervisors coexisted in China. The internal corporation supervision mechanism in China went through frequent changes by the government. Secondly, this chapter analyzes the existing problems of independent director system and the board of supervisors system in our country in details, and points out that the common problems of the independent director and the board of supervisors are shortage of independence and the mechanism of incentive, and restraint, as well as the limit of surveillance ability and time. The power of board of supervisors is confined due to little guarantee is available for supervisors to exercise their rights. Finally, this chapter puts forward that independent directors and the board of supervisors coexisting internal supervision mode creates both function overlap and relationship distortion, and it seriously influences the function display of company supervision.Chapter III analyzes the current international company supervision of several typical patterns, which is mainly about dollar mode of the U.S., dual mode of Germany, Japan and France opt in parallel mode. Through the analysis of national typical model, I find there is no clear distinction between good and bad independent director systems and the board of supervisors systems. As long as a country's internal supervision model can meet their legal, economic, political, and cultural environment, it can play supervisory role. Therefore, blind legal transplant may lead to inadequate localization of the system.Based on the previous chapters, the future concept of internal supervision model is discussed by the fourth chapter. The independent director system has its inherent flaws so that it can not perform supervision function in China. Internal supervision board shall be the sole supervisory body in China's future mode. In order to establish a strong in-house monitoring system in China companies, we must strengthen the supervisory powers and establish the permanent establishment of audit committee under the board of supervisors to let the audit committee lead the company's internal audit agency. In this way, a system environment could be provided for strengthening the company supervisor's authorityThe fifth chapter mainly discusses a series of security measures to protect the future mode. Strengthening the functions of the board of supervisors must be based on comprehensive supporting measures, external supervisors and staff supervisors should be abolished because they can not play due role. Creditors are concerned about debtor companies. That is why the creditor should be the supervisor. The power of board of supervisors should be enriched because the supervisions'powers insufficiency causes the weakness of board of supervisors function. In particular, the rights to stop the misconduct and to convene the Extraordinary Shareholders Meeting of the board of supervisors should be strengthened,. In order to prevent the major stockholder from controlling supervisor's election, the introduction of voting restriction and the cumulative voting system should be promoted in china. Moreover, incentive mechanism is also important. China should speed up the supervisor salary market-oriented reforms and the supervisor's accountability system should also be strengthened. Thus, supervisors have power and pressure to perform due diligence supervisory functions.
Keywords/Search Tags:Internal supervision, current, Pattern choice, Safeguard measures
PDF Full Text Request
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