Improvement Of Legal System In Listed Companies' Board Of Supervisors

Judging from the economic point of view, the combination of the ownership of the business and the operating rights are beneficial to diligent and industrious focusing on operational management. However, with the constantly deepening of social production has been, the pattern of small workshop gradually being replaced by corporate governance model. To ensure the rapidness of the corporate decision-making and management, the separation of ownership and the right promote the process of the transference of right from the traditional shareholders to the Board of Directors, and at last completed the whole process. There is no doubt that, the increased right of the Board made an outstanding contribution for the company to make a decision quickly to the rapidly changing market environment. However, the growing power of the Board of Trustees makes the situation of frequent abuse of power, resulting in the violation of the rights of the broad masses of shareholders. In order to exercise the powers of the Board of Trustees monitoring process, the company has to establish a new branch to check and balance the right of Board of Trustees. Also, many countries have set up a Board of Trustees of the corresponding oversight bodies. No matter whether Germany's board of supervisors or the American-style system of independent directors are all reflecting the countries'great focus on the corporate governance system for controlling the right of the Board of Trustees.In 1993, China promulgated the "Company Law" establishing a board of supervisors system. "Company Law" provisions of the corporate governance structure composed of three functional organs, shareholders, board of directors and board of supervisors. The design of this system to follow Germany's dual system of corporate governance model and its aim is to separate the powers from the ideological agencies to achieve mutual restraint, mutual supervision purposes. In the operating entity of smaller Ltd., the three may still go hand in hand. At the stock company, the board of supervisors has become a corporate governance structure of the weak links of the board of supervisors due to the lack of physical power. How to strengthen the oversight functions of the board of supervisors, shares in the company on how to further consolidate the status of the Board of Supervisors, has become the new "Company Law" in the high content of the revised call. New "Company Law," after the promulgation of the terms of reference of the company and members of the board of supervisors elected on the issue of further improving and strengthening the powers of the board of supervisors, the SFC also address the status of the board of supervisors of listed companies in the United States from the board governance model, the introduction of independent directors system to further enhance the corporate governance structure of the oversight power. However, the independent directors of the implementation of the system is unsatisfactory results, the purpose of monitoring is to stay in form. This article is for the board of supervisors in the system, from the board of supervisors to start with a theoretical level, the system of analysis for the board of supervisors and to convert from the combination of reality, an independent director system demonstrated Why not play the role of reasons, and based on this, I made a number of opinion.In this paper, in addition to the introduction and conclusion of the total, It is divided into five parts: The first part introduces the board of supervisors system some basic concepts and features, a system of the board of supervisors recalled the theoretical reasons (1) agency cost theory (2) the separation of powers theory, from the above aspects of the system to in-depth understanding of the board of supervisors valueThe second part of the board of supervisors system by analyzing the types abroad, the German system of the board of supervisors, the independent directors of the United States system, the Japanese system of independent directors and board of supervisors of both corporate governance model and France's independent directors and board of supervisors of the opt-in system of corporate governance model find that China "Company Law," the board of supervisors system in the future development process to be learned from the Department.The third part based on the national system of the board of supervisors contrast to the current new "Company Law," as the background, new finishing the "Company Law" in the board of supervisors revise, and refine the system and make the existing Company Law of the board of supervisors system still exists give analysis of the issue, thereby triggering the board of supervisors for the reform of the system to further improve the legislative thinking.The fourth part further implementation of the board of supervisors system should address several relations, namely, the board of supervisors system and the system of independent directors, the board of supervisors and their democratic management system, supervisors elected and incentive mechanism, which discussed several aspects of the new "Company Law," after the board of supervisors reform in the system of direction.The fifth part based on the text of the corporate governance structure for individual adjustment of view to establish an independent system supervisors from the independent director system in absorbing nutrition, in line with China's national conditions, Construction of the board of supervisors system to enhance the independence of the board of supervisors, the board of supervisors in order to consolidate control functions.