| In modern Limited liability company system development, shareholder meeting's authority obvious attenuation, although not by board of directors substitution, but the board of directors authority expands and the inflation is actually the fact which day by day does not struggle."the shareholder meeting center principle"the decline then changes"the board of directors center principle"the tendency reverses with difficulty. Day by day the property rights and the domination separation, enables the board of directors authority which inflates not to can be under the effective restriction, the potential sends abuses. Therefore, surveillance board of directors operation condition as well as financial situation cognizant agency---The board of supervisors (supervisor) reveals its importance day by day. Although our country law of corporation clearly stipulates sets up the board of supervisors as the Limited liability company standing, and must suppose the cognizant agency, but actually loses Jan to board of supervisors's stipulation, has many gaps and omissions and the insufficiency. In the practice the board of supervisors does not supervise the strength,"the supervisor","the supervisor cannot the supervisor"the phenomenon is everywhere. In order to change this kind of present situation, this article in carries on the comparison inspection to various countries limited liability company board of supervisors system in the foundation, unifies Our country Limited liability company Board of supervisors system's legislative present situation, to consummated Our country Limited liability company Board of supervisors system to propose some reasonable legislations suggested that could have a benefit by the time to our country law of corporation revision.The full text altogether divides into four chapters besides the introduction and the concluding remark: the first chapter: The company board of supervisors system's elementary theory analyzes in this chapter, first has limited the company board of supervisors system's concept, thought that the board of supervisors is the independence which elects by the general meeting of shareholders or the staff conference produces exercises the surveillance corporate business to carry out the condition, the financial situation and other company significant business's authority Joint-stock company legal must set up specially the Supervisory body. It is in the modern company legal person management structure executes the surveillance authority in its within the job duty according to the law the company to keep in balance the organization specially. Then the author from the proxy cost theory, the decentralization kept in balance the theory and supervisory authority exertion has carried on the legal principle theory of law analysis take the funder property rights as the foundation angle to the board of supervisors system, thus promulgated the board of supervisors system to have the surveillance to keep in balance, to protect the shareholder benefit, to protect the creditor benefit three value effects.The second chapter: The related National Company Board of supervisors system discusses and introduces In this chapter, the simple introduction and has appraised internationally several kind of quite typical cognizant agency legislation pattern, namely Germany's board of supervisors pattern, Japan's supervisor pattern as well as France's arbitrary selection pattern. This to consummated Our country Limited liability company Board of supervisors system's research for the author in the later word to provide the vertical legal regulation which might use for reference.The third chapter: Our country Board of supervisors in the company governs the question which and the reason exists analyzes The author first introduced in this part Our country Limited liability company Board of supervisors system's legislative evolution, and pointed out the Chinese present company supervising mechanism is the system which a board of supervisors and the independent director coexist, but the board of supervisors was still the company main Supervisory body which the Limited liability company legal must suppose. Should profit from the German Board of supervisors system's legislative experience in our country to improve and to consummate our country's board of supervisors system. As for the independent director, only energy"moves in the traditional frame". Finally, the author unified the practice not to be able to play the role to Our country Limited liability company Board of supervisors the reason from the legislative design, the idea factor, the system reason and so on three aspects to carry on effectively has analyzed carefully thoroughly, this for after that proposed that the consummation board of supervisors system's legislative suggestion has made the upholstery.The fourth chapter: Consummates countermeasure of our country Corporation Board of supervisors system to study This chapter is this article key point. In this part, the author used many words to consummate Our country Limited liability company Board of supervisors system to conduct thoroughly the research and the exploration, proposed author's some opinions. The major point is: (1) strengthens board of supervisors's independence. In order to cause board of supervisors's supervision to receive the actual effect, must guarantee that the supervisor proper independence, to achieve this goal, must carry on from three aspects, its one, guaranteed that the board of supervisors organizes the independence energy; Second, guaranteed that the board of supervisors authority is independent; Third, guaranteed that board of supervisors's funds are independent. Proposes the corresponding design from these three aspects to board of supervisors's independent consummation. (2) establishes the suitable board of supervisors's population. Our country "Law of corporation" only supposes the board of supervisors population lower limit, has not made the stipulation to its upper limit, then actually board of supervisors's population only then does calculate for how many appropriately? Carries on the population and the constitution aspect, should regard the company size the size, sets up the different population standard from the legislation, says in view of the legislative technology, only need act according to the different company size hypothesis different lower limit standard, may not make the stipulation to its upper limit, in order to legislates with various countries' company maintains consistent. (3) emphasized the supervisor holds an office specialization. The company management and operation's specialization requests to undertake the corporate finance surveillance and the service supervisory duty supervisor needs to have the high professional standard similarly, can understand clearly the question which promptly in the company management and operation exists. (4) strengthens board of supervisors's authority and the rich board of supervisors's surveillance way. The board of supervisors supervises a strength substantial clause is not the board of supervisors authority is small and weak, if the board of supervisors wants to be able to the formidable board of directors, manager the level and other high-level management and operation personnel forms the effective restraint, must strengthen board of supervisors's authority, increases the following authority: States the opinion power, in the service authorization power, the particular case company representation right. To play board of supervisors's watch-dog function well, enhances the supervisor to exercise time the authority enthusiasm, our country "Law of corporation" should allow the supervisor to exercise the authority alone, like this may avoid the board of supervisors collective exercising the authority malpractice, thus strengthened board of supervisors's surveillance dynamics. (5) is coordinated the board of supervisors and independent director's relations. Regarding the board of supervisors and independent director's relations, the author believed that since independent director only special (benefit neutrality) has the possibility because of the status to fulfill the surveillance function well, then this kind of possibility superiority may obtain the application in the board of supervisors, namely establishment independent supervisor, but independent director's function is mainly restricted in board of directors's internal control. Thus, may display the independent director and board of supervisors's effectiveness fully. First, limits the two's heterogeneity clearly. The independent director system belongs to board of directors's internal control mechanism in our country, the board of supervisors is outside the board of directors, and the board of directors parallel company cognizant agency; Second, is clear about respective surveillance content. According to various countries the legislation which and the experience entrusts with about the independent director and board of supervisors's function localization and the authority, and unifies our country's actual situation, the independent director and board of supervisors's function divides conforms to each line of its duty, to have own responsibility, has the principle which the division of labor, suitable overlapping, depends on each other mutually; Third, locates the two authority reasonably. Our country To be listed's board of supervisors and the independent directors should represent company's overall benefit, they should supervise company's decision-making from the different angle with to manage legally to be whether legitimate and be reasonable, maintains company's overall benefit and the young shareholder's benefit. Four, pay great attention the two to have respective compatible board of supervisors system's helping to realize company's democratic management well. China's national nature and the social reality have the request company, specially the state-owned company, must the actual line of democratic management, probably safeguard the staff the participation right which governs to the company. The independent director system is helpful in the guard"the insider controls". The independent director system practices in UK-US Corporation the goal and the function strongly manifests, is"the insider who because the solution large-scale company the myo- power disperses highly produces controls"the question, this point is also China To be listed introduces the independent director system's original intention.
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