A Study On The Legal Problems Of The Coordination Mechanism Between The Board Of Supervisors And Independent Directors Of Listed Companies In China

Initially, Chinese listed company adopts the dual governing structure constituted by the general meeting of shareholders, board of directors and board of supervisors.And the board of supervisors exercise the supervision as a special internal supervision organs. The overwhelming state-owned shares and supervisors unindependence result in the failure in supervision of the board of supervisors. For compensating the failure in supervision, “on the board of directors of the listed company to establish a guidance”, which is issued by the securities regulatory commission in 2001, specifies the introduction of independent director system of listed companies; the revised“company law”in 2006 claims in the 122 th regulation that: “set up the independent directors of listed companies,and the specific measures shall be prescribed by the state council.” Since then, the board of supervisors and independent directors of listed companies as internal supervision mechanism work together.In theory, the supervision of the independent directors and the supervisory board is obviously complementary. The supervisory board is responsible for the financial supervision, for supervising the professional actions of the directors and executives,which is mainly the post-supervision. The main functions of independent directors is to supervise the decision-making and finance of the firms, establish the salary of directors and managers, and nominate the directors as well, which is characterized by the antecedent supervision and decision-making supervision. Independent directors is capable of repairing the knowledge deficiencies of the supervisory board, and strengthen the objectivity of the supervision, while supervisory board is capable of repairing the indirect and non-professional deficiencies of the independent directors.Meanwhile, both of them can combine the antecedent supervision with post-supervision, external supervision with internal supervision, and guarantee the comprehensiveness of the supervision. But the implementation of the independent director supervision in recent decade is less effective.From this point, the author analyses the law of the internal supervision of listed companies at home and abroad as well as the practical situation, and has found that the main reasons of mutual supervision and failure is that there is no scientific and effective integration function and coordination of the board of supervisors and independent director.Therefore, through researching the legal-coordination mechanism of the board ofsupervisors and independent directors in listed companies, this essay tends to improve internal supervision mechanism of listed companies in China.Based on the current law and regulation of the board of supervisors and independent directors in Chinese listed companies, the author summarizes some existed problems, including the unclear relationship and division, overlapped functions, lack of effective communication mechanism, and the currant situation of relevant uncoordinated mechanism. Focusing on the analysis of the rationality of building a legal-coordination mechanism of listed companies in our country, the author puts forward some innovative suggestions about the principle and value of building a legal-coordination mechanism. At last, I propose to set up four coordination mechanisms, including supervision, Functional,information communication and responsibility, to improve the internal supervision of listed companies in our country; Through this way to bring the board of supervisors and independent directors into full play.