| The Board of Supervisor System is mechanism of the civil law countries and is definedas the interests of the company and shareholders’ equity maintenance organizations. With thecontinuous evolution of practice，it has developed a variety of different patterns in differentcountries. The Corporate Low for the first time in the form of law established the Board ofSupervisors System is in1993. The Corporate Law promulgates to implement from today fortwenty years, though the Corporate Law is revised many times in twenty years, the Board ofSupervisors does not have an efficient effect on company. The Board of Supervisors exists inname only and weak supervision. The thesis is based on this problem that the Board ofSupervisors comes into being in practice, and hope from the legal aspects to perfect it.In structure, this paper is divided into4parts, as followings:The first part: The summarization of board of supervisors. Firstly, introducing the background、concept、production of the Board Of Supervisors System in simple. Secondly, introducing the theoretical basis for the Board Of Supervisors, that is the Agency Cost Theory、the Separation Of Three Powers、the Capital Ownership Theory. Finally, thepaper expounds the realistic significance of the Board of Supervisor System. It can keep thecompany’s management in order, protect the interests of shareholders and creditors, andprevent the creditors’ interests from being harmed. We can conclude that the Board ofSupervisors System plays an important role in the company’s management structure.The second part: The Board of Supervisors System’s status quo in our country and the legislative reasons analysis. In this section, the author introduces the problem emerges fromthe Board of Supervisors’ practice. The problem is that the Board of Supervisors loses itsfunction and exists in name only. From the law aspects, the author analyzes the problem indetail, including three aspects: Implementing agency and operational staff have shortcomingsin the mechanism, it’s mainly because the Board of Supervisors and trustee supervisors lackthe essential independence. The Board of Supervisors’ rights are not completed, lacking thebasic guarantee, resulting in the trustee supervisors’ work can’t do well. That lacking essentialmotivation mechanism and restriction mechanism makes the trustee supervisors can’t be filledwith enthusiasm to work.The third part: Provisions of foreign company board of supervisors system. In the third chapter, the author through analyses Germany, Japan and France pattern of the Board ofSupervisors System, after analyzing and comparing, we find that each country has their ownnational conditions to meet the needs of the legal system, There are both advantages anddisadvantages in every country. From analysis and comparison, we look forward to providingreference for improvement of Chinese supervisory board.The fourth part: Legislative suggestions for improving supervisory board system inChina. Starting from a legal perspective, the author gives some advice about how to proposethe Board of Supervisors in our country. Including: Establish and improve the execution of theBoard of Supervisors; Improve the independence of the trustee supervisors; Propose thefunctions and powers of the Board of Supervisors and give it some new authorities, forexample: they can get the business report whenever they want; they can investigate thecompany’s business and finance. And these things atone for the disadvantages the Board ofSupervisors exists; Establish incentive and restrained mechanism, including the trusteesupervisors’ payment mechanism、appraisal mechanism、duty-charging mechanism, and thesethings can improve the supervisors’ enthusiasm.The conclusion of this article states that through providing some theories for theCorporate Law where existent shortages, let the board of supervisors play the largest function... |
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