Research On The Legislative Issues Of The Internal Supervision And Selection System Of Listed Companies In China

China's listed companies first adopted the board of supervisors system,which is parallel between the board of supervisors and the board of directors,and the board of supervisors as the only supervisory authority to achieve the functions of listed companies' internal supervision.After China's equity structure and the functions and powers of the board of supervisors make supervision fail,unable to effectively achieve the company's internal supervision.In order to make up for this defect,China introduced the independent director system,thus the implementation of the board of supervisors system and independent director system are parallel to the internal supervision mechanism of listed companies.However,after the introduction of the independent director system,there are still problems in the independence and functions of independent directors,and the conflict with the board of supervisors also affects the effectiveness of internal supervision of listed companies.In contrast,the independent director system in the United States,the supervisory board system in Germany and the choice system in Japan and France all play their due supervisory effectiveness.Based on this,the academic research on the independent director system,the board of supervisors system and the coexistence of two systems involved in the internal supervision of listed companies in China has never been interrupted.However,the recent event that an independent director abstained from voting on suspicion of related party transactions in the dispute over Vanke's controlling rights once again exposed the defects.Based on the above background,this paper will analyze and discuss how to choose and perfect the internal supervision system of listed companies in China.This paper holds that the perfection of the internal supervision of listed companies should be based on the perfection of the internal supervision organs of listed companies,and then give the listed companies the independent choice of the internal supervision organs.Listed companies should choose and change the internal supervision organs suitable for the development of their own companies according to the law,and construct the internal supervision and selection system of listed companies.Relevant company legislation should establish the selection system of internal supervision of listed companies according to the principles of arbitrariness and compulsion,supervision benefit and appropriateness supervision,and set up the selection or change procedures of supervision organs in the process of listing and after listing.At the same time,the system of board of supervisors and independent director should be further improved,and listed companies should make their own choicesaccording to foreign capital.This paper is divided into five parts to discuss and study the legislative issues of the internal supervision and selection system of listed companies in China.The first part is the introduction,which explains the background,significance,literature review,research methods and innovation and deficiency of this paper.Second,the theoretical basis of the legislation of listed company's internal supervision and selection system,discusses the three mature theories of listed company's internal supervision,and puts forward that the legislation of the selection system should be based on the three principles of arbitrary and mandatory combination,supervision benefit and appropriate supervision.Third,the analysis of the legislative problems of listed companies' internal supervision in China,the legislative evolution of the two kinds of companies' internal supervision organs,the analysis of the board of supervisors system legislation on the organizational structure of the board of supervisors,the rights,obligations and responsibilities of supervisors and the operation of the board of supervisors and other aspects of the problems,analysis of the independent director system legislation on the qualifications,nomination,appointment,removal and other aspects of the problems,analysis of the legislation on the coexistence of two systems mandatory problems;Fourth,the extraterritorial investigation part of the legal system of listed companies' internal supervision and selection,analysis of the representative of the United States independent director system and the German board of supervisors system of a single non-selective system in order to provide a perfect reference for China's two systems,analysis of the French board of directors system and management Committee and board of supervisors system,accounting supervisors system under the selection system and analysis of the Japanese model,to provide a reference for the construction of the selection system,and comparative analysis of the four countries;Fifth,the legislative construction part of the internal supervision and selection system of listed companies in China,from the legislation,company classification,procedures three aspects of legislation to build the internal supervision and selection system of listed companies,discusses the board of supervisors system and the improvement of the independent director system,in order to achieve the purpose of internal supervision of listed companies in China.