Analyses The Independent Directors And Board Of Supervisors Of The Company Law Of Our Country Dual-track Supervision Mechanism

Classical models of existing corporate governance structure are unitary-model in common law countries and dual-model in civil law countries. Chinese listed companies are facing lots of problems in their inner governance structures, of which the most conspicuous one is that majority shareholders or inner controllers encroach upon minority shareholders’interest. To resolve the problems and promote capital market development, independent director system of common law countries is introduced into China. Therefore, a unique corporate governance structure is created by combining independent director with supervisory board. The problems of majority shareholders, inner controllers, etc were still unresolved after more than ten years of the practice of currenting system.In order to offer some effective suggestions to improve Chinese corporate inner supervisory system, this article explores, from Chinese dual supervisory system in itself and its surroundings perspective, why Chinese dual supervisory system failed,in the perspective of Chinese dual supervisory system itself and its surroundings. The article consists of four chapters. Independent director system of common law countries and supervisory board system of German and Japanese, including history, arrangement, characteristics of the system, are introduced in detail in the first chapter. The second chapter mainly introduces the theoretical basis of independent director system supervisory board system, and then summarizes different realistic background of the systems. The third chapter analyzes the reasons that cause the failure of Chinese dual supervisory mode on the perspective of the system itself and non-system factors. In the final chapter, in the beginning the history of establishment, arrangement and characteristics of Chinese dual supervisory system are introduced in detail, and then some effective ideas and suggestions are provided to improve existing Chinese dual supervisory system on the basis of three previous chapters.