China's Listed Companies Internal Oversight Mechanisms

The modern company which the property rights are separates with the management domination in fact has produced the agent relates between the shareholder and the company actual superintendent's request.As shareholder authority bailee, the board of director's authority is enormous. When the authority is over-concentration but it does not have any surveillance mechanism, inevitably this can create the authority's abuse and corrupt.The listed company's internal surveillance machine-made question is outstandingly. The main performance for goes on the market the company to lack the corresponding legal consciousness; Goes on the listed company's information is not real or the lag; The stockholder's rights structure is unreasonable, the state-owned stock and testate-owned method annual bonus "alone is big"; The board of directors does not give a power supervise, "internal person controls" is unable to form the system to weigh the mechanism and so on. The listed company's interior turned up surveillance mechanism flaw. This result made the frequent appearance which Control stock shareholder and internal person abuses the domination, and operated the company. In stock market this result seriously harm young shareholder's benefit, harassment stock market's order, even is the event which major stockholder pulls out the market company's contrary is exposure by the media unceasingly. In front of the multitudinous behaviors which are not standard, board of supervisors and Independent director's performance is been extremely disappointed to us. Therefore there is the surge call which strengthens the listed company interior monitoring mechanism .How to control the board of director's concentrated domination to the company, how to make the supervise to the board of directors and its high-level administrative personnel's management and decision-making behaviors, avoids the company, the shareholder, and other benefit correlation's benefits suffers injury as far as possible, this becomes the important content which this article studies.This article take the publish of new "Company Law" for background and research the listed company's internal surveillance mechanism through four parts of elaboration. The first part elaborated the theory of listed company interior's surveillance mechanism. This is the premise theory which studies the listed company's internal surveillance mechanism. First obtained from the concept, analyzes the concept of Corporate Governance, the concept and the characteristic of the listed company' interior surveillance mechanism, as well as the relations between company governed with the company interior surveillance mechanism , then pointed out that the proxy cost theory was the cornerstone which interior surveillance mechanism's production and the development, the theory of Divides and control power is basis which the company interior surveillance mechanism's development and the consummation. The second part is comparison research which to the overseas company's interior surveillance mechanism. Through the comparative analysis which of US, Germany, Japan, France's company internal surveillance mechanism, it could explain the goal of the various countries' company governs is inconsistent, but the structure or the pattern of the company governs is different from person to person. Because our country's politics economic system, basic idea of the company law, the company institution's composition and the function design pattern, and accumulates the cultural tradition and the business practice for a long time are different, interior surveillance mechanism of different national and the local company has the difference in the concrete establishment and the right assignment. Different company must act according to the behavior way which its country or the local enterprise culture and the people is familiar with to seek the company interior surveillance mechanism which is most effective to it, also most takes into account. The third part analyzed the present situation and it's the flaw which our country's listed company's interior surveillance mechanism. Although Our "Company Law" has molded General meeting of shareholders, board of directors and board of supervisor's company divided power pattern, according to the modern company's organization form, but in practices it doesn't form the true authority system to weigh the mechanism, the company's internal surveillance aspect in the actual implementation present situation is: The major stockholder operates the general meeting of shareholders, the board of directors shape with is nominal, the independent trustee "is not independent" as well as the board of supervisors "not the supervisor". Finally, on the basis of first three parts of elaboration, the author proposed the measure which consummates the listed company's interior surveillance mechanism, in order to strengthen to the operator the surveillance. Including the supervise of listed company's general meeting of shareholders surveillance, board of supervisor's surveillance as well as the independent trustee's surveillance. Attempts to construct a set both to be able to safeguard manages the superintendent freedom and effectively exercises the authority, and can prevent and stop its abuse of authority the system to weigh the mechanism.