Study Of The Oversight Functions Of The Board

The rise of "directorate-centrism" indicates that BOD is in the core position of the company management frame. To strengthen the directorate' s function of surveillance is a tendency of the company management frame of modern marketed companies. This thesis conducted a systematic study on the introduct ion of independent directorate system into marketed companies in China. Concerningthe responsibility of independent directorate, it' s proposed that it should he def ini tely stated in legislature that the independent directorate should hear associated compensation obligation where the independent directorate fails to carry out the corresponding obligations because of lacking of attention or diligence so as to cause damage to the benefits of the company or stockholders. Concerning the authority of the independent directorate, it' s proposed that the right of denial should be added to the authority of the independent directorate, that is, the ID should have one-poll-denial right respecting the important investment, transactions and allocating actions of the company. Specialized committees such as auditing committee, payroll committee and nominating committee should be set up under the supervision of the directorate, whose members are.made up mainly or entirely of independent directorates. Concerning the management of [D, it' s proposed that ID off ice and ID association should be set up so as to transform the responsibility of ID as natural person into that of juridical person because once ID executes by attending an office his / her responsibility is then possible to be shifted to that of the organization. The specialists in China restrict the deeds of independent di rectoratos through direct control and supervision of offices and associat ions under the circumstance that the business credit system is not yet established. Concerning the motivation of ID, the following solutions are proposed: I. In establish material motivating system, referring mainly to the remunorat ion-motivation system. The remuneration system for ID should adopt the way of appropriate subsidy plus bonus in short term, and then transfer to a mixed remuneration system with fixed subsidy plus bonus and a few stock rights after having accumulated some experience. II. To establish spiritual motivationsystem, which refers mainly to the reputation motivation system. To examine and evaluate the independent directorate' s qualification and grant certificates for the qualified ID, regarding this profession as a higher ranked profession with high social position. For those ID with special contribution, excellent qualification, and good professional morality, the ID association should admit them as 1 i felong ID by proper procedure of recognition so as to make them cherish their reputation and position. The excellent ID should be enabled to perform their function in the ID association, the lifelong ID enjoy decision-making rights respecting the qualification recognition and recommendation of ID in the ID association. The ID with prominent contributions should receive awards and encouragement. Concerning the regulating of ID, it' s proposed that a restricting system should be set up to regulate the ID. Those ID who fail to complete their duties or pay little efforts should not receive corresponding bonus, subsidies or other remunerations. The ID who conducts immoral deeds should be punished financially and bear corresponding legal aftermath. A select ing-out system should be set up to apply to the ID management. The disqualified ID should be sifted out through the selecting-out system. A failure record should be put to the ID' s career file where he /she fails in the market. Those ID with failure records should be confined in regaining the position of ID. Concerning the coordination between ID and surveillance board, two suggestions are proposed: I. To improve the structure of the surveillance board by introducing independent surveillance. II, To enlarge the authority of the surveillance board. These measures are to enable the surveillance boar...