Studies Choice Of Corporation Internal Supervision Mechanism

Since June, 16, 2003, CPC put the amendment of Company Law as one of the thirties law drafts to study and draw up and find good time to consider ripley. The amendment of Company Law has been a hottest question for the whole society. This text will use history analysis, comparing, demonstration analysis to study this question, which provides some references for the corresponding legislation in our country.The Internal Supervision Mechanism, is a series of supervision mechanism to carry out and manage activity, process or deciding and other manage activities. As the exicistence of problems in agent and inner control, it is necessary to set supervision mechanism to supervise manager' s unlaw activities, which makes it fit for most of stockholders. The subject of Internal Supervision Mechanism is the stockholders committee, supervision board and independent directors. Because the company' s assets are provided by stockholders, stockholders committee of course has the supervision authority. But the stockholder committee is not set office so that supervision board special authority is set in civil law countries and independent special directors supervision authority is set in English and American law countries. The topic of this text is how to get or cut two rules. The supervision object is board of directors, directors, managers and senior managers. The context of Internal Supervision Mechanism is to choose managers and regulate the managers' authority.The text compares Supervision System and Independent Directors' System and find each merits and shortage. While in the inner company, boththe existence of Supervision System and Independent Directors' System bring the conflicts between property supervision and managers' supervision. And other supervision mechanisms will cause the mutilation of Internal Supervision Mechanism. Our supervision board mechanism has simple rules in law, short of performing authority in guarantee, little authority, short of arrangement and officer existence, encouraging controlling mechanism, evading law authority, term of office building the special committee of directors in independent director' s system.The chapter four analysizes the legislation and thinks that our Company Law should choose company itself, and company self rules, so that to choose Internal Supervision Mechanism free. From the analysis of each, country, it has been developed wide to choose Internal Supervision Mechanism, especially the smilar countries, Japan and South Korea amended the company law to choose Internal Supervision Mechanism. Form the analysis of carrying out in Internal Supervision Mechanism, Internal Supervision Mechanism should be enjoyed by a supervision subject, not by independent director and supervision board. Above all, the text thinks that our Company Law should give company authority to choose Internal Supervision Mechanism between independent director and supervision board, but both not existed at the same time.