Study On The Internal Monitoring Mechanisms Of Listed Companies

The "company law" revised newly in 2005 gives the official confirmation in the law to the independent director system for the first time.The independent director system which is under the "one system" model originated from the company law of England and America and the supervisory board system which is under the pattern of our "dual systems" model stemmed from the our country company law having constituted our country unique internal supervising mechanism of the listed companies together.From the current governing situation comes from our country listed companies,we can see that the effect of dual supervisions model is unsatisfactory.Why on the basis of the "supervisory board and independent director",our country internal supervision still cannot achieve the ideal surveillance effect? What needs further consideration is,under our country present company interior supervision frame(already existed supervisory board),whether there is any necessity to introduce another kind of interior supervising mechanism(independent director),whether the two management structures under different models of governance can "go hand in hand"? Under the fusion general trend that learning company management structure from each other,how does our country establish an internal supervising mechanism which adapts to our country national condition? This article plans to make the preliminary discussion with regard to these three mutual connecting questions.This article holds that:Our country is being in the transition period which is changing from the administration corporate governance pattern to the economic corporate management,the unique insider controls question is an important factor which restricts effective internal supervising mechanisms in the state-owned listed companies;Introducing the independent director system can not solve the questions happening in our country corporation from the root,dual supervisions model is unnecessary;During the improvement of surveillance environment,display the outside supervision mechanism fully,design an effective new supervisory board system,perfect the inside and outside,these are the right way we should take to perfect management structure of listed companies in China.