Research On The Terms Of Reference Of The Board Of Supervisors Of Listed Companies

Because the listing Corporation is the separation of ownership and management, there isa shareholder and stakeholder interests balancing problem, which determines that thecompany needs to be responsible for the operating agencies to conduct effective supervision.And the board of supervisors system, it is a good solution to the shareholders of personalmonitoring costs too much and for shareholders (large) will be held in the increased costsmake it difficult to form the board of directors balance problems, and make the managementof the company not to deviate from the interests of the shareholders.Examining from the angle of legislation, the relevant provisions of the board ofsupervisors system in1993, China’s “company law” is very weak. In2005the revised“company law” to a large extent is correct, but from the comparative study of different can befound, China’s current “company law” and some supplementary provisions to the board ofsupervisors system specification and compared with some developed countries, legislation, innumber, detailed degree and operability. There is still some distance. It is because of thislegislation is not perfect, our country’s board of supervisors system has not been sufficientattention, the board of supervisors in the process of actual operation often become a kind ofdecoration, and can not really play a supervisory and legal obligation. In order to make thesystem more operational, the board of supervisors can give full play to the supervisory role incorporate governance, legal provisions for the powers of the board of supervisors should bemore clear.In this paper, the listing Corporation governance structure of the board of supervisors asthe object of study. Around this topic, this article is divided into three parts:First, some basic theory of board of supervisors. The board of supervisors systemincluding the theoretical background and the functional orientation of the board of supervisors.The board of supervisors of the theoretical basis of this paper mainly introduces theprincipal-agent theory, the separation of powers theory and stakeholder theory.Second, the practice of China’s listing Corporation, the powers of the board ofsupervisors. This part mainly includes three aspects: the first is the situation of legislation andlaw about the powers of the board of supervisors gave the power of board of supervisors; thesecond is China’s supervisory authority in the operation of the existing obstacles; the last is the introduction of and Reflection on the independent director system. The board ofsupervisors in the operation of the disorder, to do a detailed analysis, mainly by the followingseveral points: control the members of the board of supervisors of the quality supervisionwork, restricting the independence of the board of supervisors of supervision, restriction offuzzy legal provisions on supervision, lack of restraint and incentive mechanism forsupervision work. Through the above analysis, we determined to improve the existing powersof the board of supervisors be imperative. This part also analyzes the system of independentdirectors, the independent director system does not necessarily replace the system of board ofsupervisors, independent director system will appear in a variety of problems in the operationprocess, only when we face the problems encountered, can effectively solve the problem ofinternal corporate governance.Third, perfect the system of Chinese listing Corporation the powers of the board ofsupervisors. This part is mainly about how to perfect our country the power of board ofsupervisors from various angles: the first is the right to supervise the refinement of board ofsupervisors in listing Corporation; the second is a human rights and strengthening thesupervising supervisors; finally said to perfect the restraint and incentive mechanism. In thispart, the author based on reality, put forward many suggestions, hoping to help China’s listingCorporation supervisors will get rid of the problems.