Supervisory Board System Of Listed Company In China

Company management is a worldwide subject which is being discussed constantly,a good company management structure must have perfect and efficient supervisory mechanism. Because listed companies are usually big size, involving in many industries and crucial for the stability of financial market, therefore, it is extremely important to regulate them. Supervisory committee is one of significant elements of internal supervision of company, and plays a key role in improving corporate governance structure. However, in China, due to China-featured equities legal relationship and developing market economy, internal supervisory mechanism doesn’t play a due role, the supervision mechanism of the supervisory committee is criticized. As a result, improving the supervisory committee of listed companies is an urgent problem, particularly for state-owned corporation which are under enterprise-transforming. As china’s economy is under “new normal” situation, the ineffective supervision of the supervisory committee seriously hinder the healthy development of company and economy. Hence, it is necessary to study further of supervisor system, and legally improve supervisor system, so that it would be more scientific, more detailed and more intensive in practice. In addition, we need to undertake comparative study with the external supervisor system to break through the dilemma of supervisory committee.Under comparative research, it is a common sense that the mode of Japan’s corporate mode is the nearest to China’s, especially on design of supervision system. However, the theoretical research and legislative practice of Japan are far ahead of ours. Another’s good quality or suggestion whereby one can remedy one’s own defects. Since the constitution was put into enforcement in 2005, the feature of flexibility which is built on company management structure give rise to extensive attention of academia, and scholars have given intensive induction and explanation. In 2014, Japan’s company law was modification, which further improves the supervision mechanism. What kinds of change, effect and direction do relevant revisions lead to on company management structure and company operation and management, which are worth comparing, learning and taking example by for us. Therefore, in this dissertation, we choose Japan as our main comparative study object, and German, USA, Taiwan as well, to learn their legislative experience, achievement and problems in practice. And conduct comparative analysis on supervisory board system, establishment and development of external supervisors’ process and try to solve the failure of the system of supervisory committee by setting external supervisors.This article focuses on improving the system of supervisory committee by approaching its basic connotation, analyzing the problem and reason of our supervisory system. Furthermore, I will explore and analyze how the company supervision system of our country should be improved to deal with problems which are in new situation to achieve the good governance and management of the company by studying the system of supervisory committee of foreign countries. Moreover,in this article suggests several measurements to improve China supervisors system through strengthening the function of supervisors and supervisory committee and the cooperation of other systems, while maintain the independence of supervisors and supervisory committee. In addition, I will discuss the issues of setting external supervisors, and weight its necessity and probability. I will present a whole idea of setting external supervisors which are based on developed countries’ legislature and practice experience.There are four parts of this dissertation: Part 1: introduction,as the foundation of research, introduces basic concepts, research basis of the supervisory system, and lawmaking model of USA, Germany and Japan. Part 2: explore current situation of legislation of China, analyze the reasons of the failure of the supervisory committee which are on the basis of Chinese-featured equity ownership, for future improvement. Part 3: Under China’s company law, analyze the formation of supervisory board system, the structure of company internal supervision. Regard the independence and effectiveness of supervisors as the starting point, combining with relevant laws and legislative experience of Japan, carrying on comparative research on the disadvantages of our supervisory board system, making suggestion of laws. Part 4: carry on feasibility analysis of setting external supervisors, review the external supervisors systems of Japan, Germany and Taiwan, and put forward the idea of the outside supervisors system. Part 5: propose understanding and idea to reasonably link with external supervisors system, which are about independent director system.