Research On Perfection Of The Supervisors Committee System Of National Corporation

In the structure system of modern corporations, all countries widespread established the supervisor system which conduct managers, though this system name different at different nation, these differentiation can't cover up an essence problem: carry on supervision to the board of directors and its performance organization namely manager's layer. Company Law of our country also established supervisors′regime system. However the system practice more than ten years in the last, the function of the board of supervisor is very limited, it can not be good to carry out lawgiver's original intention for that system design. For making up the blemish of this system, the lawgiver promotes independent board director's system in the listed company again, however results were very tiny. So there is necessity to carry on an overall but deep analysis about the supervisor regime and independent board director's system, thus looking for ideal path of perfecting the system of our Company Law. This is exactly the intention and meaning of this text.The text is totally divided into four parts in the process of discussing:The first part is concerning summarize of the supervisor regime. First, this text introduced three academic foundation of supervisor regime about its' creation and developments: the first, Agency cost theory. In the separation of the ownership and the operation of the modern company, the shareholder entrusts own property to the board of directors, for dropping the cost of substituting because of two side's different profit interests, supervisor regime emerge with the tide of the times. Secondly, Separation of Power theory. Accompany with the request that manage professional to the company, the center of conduct power gradually transfer from shareholders' board to the boars of directors. In bar of the board of directors abusing of power, under the directions of Separation of Power theory, supervisor regime gradually gets perfect. Third, Shareholders' Ownership theory. Secondly, this part still introduced the value of supervisor regime and basic principle of the supervision committee setting up: complete, rationality and moderation. Writer's purposes at this part mainly introduce how produce of supervisor regime and its existence value, thus laying foundation for the treatise of behind.The second part is concerning analysis of the inner supervising mode. In this part, writer generally introduce two supervisor regime of Germany and Japan, and also analyzed the characteristics of two kinds systems respectively, with wish for providing reference of related lawmaking for our country aftertime. In Germany, supervision committee's supervision is emollient to the director, this is advantageous to carries out supervision committee's talent which direct and check, and supervision committee actually have already not only carried the talent of direct, but also acted as the role of decision maker. In case of supervision committee's power inflates too much which cause difficulty that row the boundary of the power and direct, this easily results in supervision power's wrong intervention thus is bad to efficiency of decision. The supervisor committee is parallel with the board of directors in Japan, and there is no relation of subjection between the supervision committee and the broad of directors. Moreover, theoretically, the foundation of the exterior supervision system strengthens the independence of the supervisor committee. But in the reality, it is the identity of controller that decided its independence. Then, writer point introduced the inner supervising mode of our countries' company.The third part treatise is relevant with existent irregularity of our countries' supervisor regime and it causes. The writer firstly introduced how supervisor regime of our country function at the present condition, thorough quoting covariance data to explain the weakness of our countries' supervisor committee in the fulfillment, and also pointed out the concrete problem of supervisors regime: the source of the board of supervisors members are single, the board of supervisors members selection being manipulated cause it lack necessary independence, the board of supervisors personnel constitute little, member's character is so low that the supervisor don't have enough ability to implement a job; authorities of the board of supervisors are not enough, concrete, bad maneuverability, the way of the supervisor functioning is so implements that weaken the strength of the supervising; There is masty antinomy between the supervision committee and the board of directors. Secondly, the writer analyzed the source which the board of supervisors produce problem, it include the obstacle that is on the current system and also the loophole of lawmaking. The former mainly includes thee directions: on the economy, our countries' supervisors regime lack the economic foundation which is necessary for "the cost for substituting", our countries' corporations particularly listed company were all state-owners enterprise in the past, executive and inspector substantially are the same, and there was no economic foundation of "the separation of the ownership and the operation " to the cost for substituting. Our country has been centralization on political history, and has no tradition of power divided and balanced as west countries, this political principle pierces spread into company and then caused the company's power concentrate, supervisors regime is also reject. The main current in the Chinese traditional culture-the Confucianism believe the accomplishment of person's oneself but reject foreign direct, so the board of supervisors as a kind of exterior direct strength is neglected also have it inevitability.The text at four part put forward ways of perfecting our countries' supervisor regime on lawmaking which aim at problems referred, it mainly involve five sides: strengthen the supervisors regime's independence, perfect the board of supervisors constitute and put forth effort on the exaltation of member's character, implement supervising ways of the board of supervisor committee. First, the writer pointed out measures to strengthen of our supervisor committee's organization, then strengthen construction of voting system and induct exterior supervisors system at good time, and put forward detailed suggestions about contributing exterior supervisors system, it include qualifications, way of electing, comparison about constitution and definition of the obligation and responsibility about exterior supervisors. Secondly, the writer put forward strategy which aims at problems about little member and the bad character of supervisors, namely decided constitute number according to corporation scope , rule positive qualifications of supervisors at the meantime , thus insuring the ability to implement job for supervisors . Again, writer put forward lawmaking suggestions concerning how to carry out supervise finance and also announce standpoint about how to declined this problem to actually in the fulfillment at the present stage. Then, the writer analyzed existing irregularity about the board of supervisors through illustrating instance, and put forward that the board of supervisors should be given personal power for carrying out supervise under the urgent condition. In the end, the writer put forward how to moderate the relationship between the supervision committee and the board of directors.