A Research On The Issue Of The Existence Or Abolition Of The Board Of Supervisors Under The Background Of The Amendment Of Company Law

The board of supervisors is an important institution in the corporate governance system of our country.It is also one of the three core institutions of corporate governance and the key link of corporate governance.Waste problems of the board of supervisors has been controversial and discussion in academia,in the context of the company law revised,the board of supervisors to save waste problems once again become a hot spot in the academic and practical circles,what do you want to keep the board of supervisors,retained after the board of supervisors how to strengthen the board of supervisors,standardize corporate governance,be sure to pay attention to under the background of the company law revised hot research topic.The board of supervisors of it or not,the academic circles discussed is the effect of the supervision role of the board of supervisors in corporate governance,the supervision function of independent directors in corporate governance effect and on the basis of the relationship between the board of supervisors and independent directors,the main points of view about the board of supervisors of academic "cancel" and "strengthening",in view of the academic main view on the relationship between the board of supervisors and independent directors have "complementary theory" and "theory".This paper makes a comprehensive study on the question of the board of supervisors' existence and the relationship between the board of supervisors and independent directors,and puts forward three viewpoints: "choice theory","parallel theory" and "unity theory".The "choice theory" includes two sub-viewpoints: "strengthening theory of the board of supervisors" and "strengthening theory of independent directors".The board of supervisors should be retained and strengthened.Keep the board of supervisors is very necessary,through to the current laws and regulations such as the study of the "company law" "securities law" regulation,through to the company law of the principal-agent theory,theory of separation of powers and the theory of social responsibility,the analysis of the basic theory,from the perspective of governance practices,keep the board of supervisors is to perfect governance structure of demands,supervision and actual effect of dual supervision requirements,the board of supervisors and independent directors,keep stability and continuity,the board of supervisors can also maintain the legal reserve with laws,regulations and policies of the board of supervisors system,theoretical basis,management practice and the basis of a legal stability,etc.If the board of supervisors is abolished,it will destroy the stability of the existing legal system,increase the operation cost and weaken the supervision role.Therefore,it is of great practical significance in improving laws and regulations,strengthening system construction,enriching research theories and guiding corporate governance practice.Have a positive role in corporate governance of the board of supervisors,also has failed to fully give play to the role of supervision,company supervision and governance mechanism,governance structure mode,the power of supervision and supervisors reasons,such as professional ability,therefore,should be combined with the company law revision opportunity,through revising and perfecting the law,reengineering the power of supervision of the board of supervisors,to strengthen the supervisory board,improve the ability of supervision and management of the board of supervisors.In terms of the ways and methods to strengthen the supervisory board: through clear orientation to strengthen the supervisory board,the board of supervisors and independent directors relations in the governance of listed companies should give priority to with the board of supervisors,the independent director is complementary to the dual supervision,to give priority to with internal supervision of the board of supervisors governance,external supervision and management to independent directors is complementary to supervise management respectively.The right to know is the basis for the supervisory function of the board of supervisors.The right to know is stipulated and guaranteed in the law.The chairman of the board of supervisors shall be entitled to veto power with one vote on major matters.The chairman of the board of supervisors shall have veto power with one vote on major matters within the scope of supervision of the board of supervisors.Grant worker supervisor veto power and immunity,to involve all worker vital interest and country and social public interest major item,worker supervisor has veto power,enjoy legal immunity.