Corporation Board Of Supervisors System

In the developing of modern joint-stock limited company system, the official powers of stockholders meeting is becoming weak constantly. Although it isn't replaced by the board of directors , the power of the board of directors which is expanding constantly isn't a dispute fact. The trend of the recession of stockholders-centerism and the changing direction of the board-centerism can't reverse easily. Because of the separation of the ownership and the management, the expanding power of the board of directors can't be restricted efficiently. Sometimes it is abused. Therefore, the supervisors board which supervises the board of directors' operating conditions and financial conditions is appearing its importance .In this thesis, the author puts forward some reasonable legal advice on perfecting supervisors board of joint-stock limited company in order to be good for revising the company law.The thesis consists of four parts except introduction and concluding remarks.Part One: the summarization of supervisors board.The author reveals the value effect of supervisors board in our corporate governance by the beginning of the concept, character and jurisprudential analysis on supervisors board.Part Two: the comparing and inspecting of a few countries' supervisors boards.In this part, the author simply introduces and appraises the supervisors board of a few developed countries, such as England, America, German, Japan, and France, etc. This lays a basis for the following part from point view of legislation.Part Three: the present conditions and defects of our joint-stock limited company's supervisors board.The author firstly introduces legislative evolve and legislative orientation of our joint-stock limited company, then puts forward his own standpoints. That is, we should refer to the experience of Germany supervisors board in order to improve and perfect our supervisors board .At last, the author analyze deeply the reasons that our supervisorsboard can't perform official power efficiently from three visual angles: conception, system and legislative design.Part Four: the legislative suggestions of perfecting our joint-stock limited company.The author puts forward his own suggestions and imagination from seven aspects: organization system of supervisors board, official powers of supervisors board, the way of supervisor's performing official power and responsibility of supervisors, etc. This describes a piece of reasonable science blueprint for our joint-stock limited company supervisors board. These suggestions are: (1) On organization system of supervisors board, we should recommend independent supervisor system, prescribe supervisors positive qualifications, definite the way of nominating supervisor candidates and refer to foreign countries' calculative voting system and identification safeguarding system; (2) On official powers of supervisors board, we should endow supervisors board with the right of supervising personnel matters and the right of proposing to convene temporary shareholder meeting or convening temporary shareholder meeting when it is necessary .Beside this ,we should establish supervisor representative system and supervisors board suit system ,too; (3) On the way of supervisor's performing official power ,we should adopt blending system which combines collective resolution system in general conditions and supervisors personal representative system in special conditions ; (4) On supervisors encouraging mechanism ,we should improve the status of supervisor board ,endow supervisor with the right of duty exempting and perform annual salary system in order to arouse supervisors enthusiasm of supervising; (5) On supervisors obligation and responsibility ,we should prescribe supervisors attentive duty of kindhearted manager ; (6) On the relation between independent director and supervisors board, we shoulc definite official powers of both sides ; (7) On corporate exterior supervising mechanism in order to improve corporate interior supervising exterior environment.