Perfecting The Supervision Mechanism Inside The Listed Company In China

How to establish an effective supervision mechanism inside the listed company has always been a tough issue in corporate governance in our country. The independent director regime which originated from the United States and the board of supervisors regime which originated from Germany are playing important roles in corporate governance in both civil law and common law jurisdictions. Since China introduced the independent director regime and the board of supervisors regime, a new inside corporate supervision mechanism has developed by combining the two existing regimes. However, further research needs to be done on the inside corporate supervision mechanism in China. This thesis analyzes in depth the supplementary functions of the independent director regime and the board of supervisors regime within the same corporation from the perspectives of their formations, the status quo, existing problems and possible causes. Therefore it is feasible for the independent director regime and the board of supervisors regime to coexist in Chinese corporations. The author puts forward strategies for balancing the two regimes and ensuring their supplementary functions in the hope of improving corporate governance in China.There are four chapters except Introduction and Conclusion.The first Chapter discusses briefly the independent director regime in the United States and the United Kingdom, The coexistence of the Board of Supervisors Regime and the Board of Directors Regime in Germany and Japan, and the alternative function of the two regimes in France, which is the basis for the discussion of the corporate supervision mechanism in China.The second chapter explores the development, legislative bases, functions of the independent director regime and the board of supervisors regime in China. A conclusion is drawn in this part that one of the two regimes can't work alone to fulfill the function of inside corporate supervision in our country.The third chapter analyzes the feasibility and necessity of the coexistence of the two regimes in Chinese corporations. They will supplement each other in function. That is to say, in theory the two regimes can coexist because they serve different interest groups, consist of members with different backgrounds, focus on different aspects of supervision, work at different periods and under different conditions. In practice, Japanese corporations have already adopted these two regimes to oversee the representative directors. The thesis illustrates the similarities between Chinese and Japanese corporate supervision mechanism and the Japanese experience that we Chinese corporations can use for reference.The fourth chapter makes an in-depth research into the problems, causes and possible solutions of the coexistence of the two regimes. The author makes suggestions about coordinating the two regimes by the scientific design of relative legal system: first, perfecting the law system and defining specifically the obligation and liability of the two regimes; second, establishing the coordinative mechanism and reciprocal supervision mechanism to guarantee the effective functions of the two regimes; third, employing qualified directors and supervisors and improving the overall quality of the involved staff; fourth, establishing a scientific independent director working mechanism by drawing on the experience in other countries; fifth, strengthening the board of supervisors regime and providing legislative insurance for the supervision.