Construction Of Independent Supervisor System Of Listed Companies In China

Building an independent supervisor system is to improve the governance structure of listed companies, and strengthen internal oversight mechanisms. China's "Company Law" although does not provide for an independent supervisor system, but with the department of East Asia has a similar ownership structure in Japan and Taiwan region of China were set up outside supervisor system and the system of independent supervisor. People's Bank of China issued "corporate governance guidelines about joint-stock commercial banks " and "the system of independent directors and external supervisors Guidelines about joint-stock commercial banks ", the two regulations require that joint-stock commercial banks to establish an independent supervisor system, and the qualifications of independent supervisors, appointment and removal, powers, duties of responsibility and compensation to do a more detailed provisions. This builds the foundation of independent supervisors of listed company in China.In this paper, there's a variety of research methods. First of all is historical analysis method, such as the origin and background of independent supervisor system. Second is comparative method, such as an independent supervisor system in a comparative study about Japan and China's Taiwan region. Thirdly, this paper use empirical analysis and value analysis method of combining, through an empirical investigation on board of supervisor system of China's listed companies, analyses the current situation, causes and solve problems; value analysis methods are integrated throughout the narrative in order to establish an effective listing company's internal oversight mechanisms for the pursuit of value. Finally, this paper adopts a multi-disciplinary research method, including law, sociology and management, such as the analysis on the value and functional orientation of dependent supervisors, and theory of separation of powers within the company and agency cost theory. Regards the specific contents, the article is divided into the following four parts:The first part "Independent Director System:Difficulty To Bear The Company's Emphasis on Internal Oversight" argues the independent director system in China both in theory and practice of corporate law effect is simply not assume the important task of internal oversight of listed companies. First, there is a theoretical conflict within the independent director system and the dual system of corporate governance structure in China. Second, the lack of independent directors of listed companies in China's ownership structure system is effective. Once again, our independent director system targeted at small to prevent the controlling shareholder against the interests of shareholders, this functional orientation determined the independent director system in China is difficult to transplant received good results. Fourth, China's listed companies should have independent directors often lack independence; it is difficult to play a monitoring function.The second part "Dilemma of The Solution:Return to the Board of Supervisors System" demonstrates China's listed companies should rely on the board of supervisors system. Board of supervisors system is conducive to the separation of powers within the company; reduce agency costs and the protection of small shareholders. China's listed companies have to a "virtual board of supervisors" of the phenomenon of the board of supervisors for the listed companies, controlling shareholders, directors, senior management personnel violate laws and regulations, articles of association of the act can not play a supervisory role. "Board of Supervisors nominal" and not because of the backwardness of the board of supervisors system, the reasons are:the board of supervisors system's functional orientation is unreasonable; the source of the supervisors is unreasonable.The third part "Board of Supervisors System Reform's Idea:To Build an Independent Supervisor System" explains the basic theory of independent supervisor system and practice of the situation. First of all, this part studies Japan's external supervisor system and system of independent supervisor in the Taiwan region in China, with a view of China's listed companies in building an independent supervisor system right outside the norms of law to be a useful reference. Second, this part introduces scholars'point of views on the Construction of China's listed company's independent supervisor system; elaborates the concept of independent supervisors, pointing out that the core is "independence." Third, this part analyzes the value of the independent supervisors--make up for gaps in the supervision of the independent director system, and improve the supervisory system. Fourth, this part classifies the legal norms on independent supervisor system in China, and points out the situation and existing problems of independent supervisor system through analysis of empirical investigation of China's listed company.The fourth part "The Specific Rules on the listed company's independent supervisor system in China" includes:First, the qualifications of independent supervisors, includes the negative and positive eligibility qualifications. Second, the appointment and removal mechanism are procedural safeguards for independent supervisor system to be effective. Third, the authorities of the independent supervisors should include: the right on financial examination, the right to express an independent view, the right to propose the convening of board of supervisors and extraordinary shareholders meeting. Fourth, the independent supervisors should be held more extensive and in-depth obligations than the regular supervisors. In the absence of an independent supervisor to fulfill the laws and regulations, their obligations under the articles of incorporation and the damage caused to others shall bear corresponding civil liability. Finally, the laws and regulations should make provision for the remuneration of decision-making mechanism, and the independent supervisors should not enjoy stock options.