Research On System Of Company Supervisor Responsibility

As our statutory internal supervise bodies,(board of) supervisors shoulders responsibility of supervision. In order to protect it fully and effectively perform their supervisory duties, the Companies Act has particularly given them a number of rights. However, the performance of the Board of Supervisors in reality is not Satisfactory. Especially in the case of rights clear, obligations fuzzy, accountability ineffective, supervisors are more prone to slacking psychological and perform their duties. Therefore, I believe that the improvement of the effect of the Board of Supervisors must result in investigating the improvement of the supervisor responsibility system.This paper including three parts:introduction, body, conclusion, in which the body containing four chapters, as following:The first chapter first describes the basic concepts of the supervisor responsibility, and analysis the relationship between the supervisors responsibility and responsibility of directors, the result of the difference between the responsibility of supervisors and liability of directors is mainly allocated in the proportion of internal compensation is concluded. Then, the significance of the supervisors responsibility system is explored from the perspective of "deepen the company governance"、"improving internal supervision mechanism" and "judicial practice needs".The second chapter first describes the historical evolution of the responsibility system of company supervisors, combs the content of the supervisor obligations and responsibilities of the different periods of company legislation(including the "Company Law" in the Qing Dynasty, the "Company Law" of the Republic of China and the new China" Company Law "), finds out that the construction and improvement of the supervisors responsibility system was the weak point of the legislation of each period; Secondly, the supervisors liability system of our company at this stage is introduced detailedly, so far the broad contours of our company supervisors responsibility system is sketched out. Finally, points out the shortcomings of our company supervisors liability system, including fuzzy obligations content, lacking of joint and several liability, confusion of liability provision of the supervisors to the third part and disclaimer deficit.The third chapter introduces the legislation of China’s Taiwan and Japan. Firstly, the historical evolution of the company supervisors liability system of Taiwan and Japan is introduced, follows their company supervisors liability systems at this stage, based on which China mainland company supervisors responsibility system and the Taiwan company supervisors responsibility system are compared, finding that the difference of "Practice maneuverability" and "compulsory period" are existing in these two obligations of the Companies Act, the liability rules are also not the same; The difference are also appeared in the comparison with the Japanese company supervisors responsibility system.The fourth chapter discusses how to improve our system of company supervisors responsibility, including four aspects:1)Making clear the contents of the obligations of supervisors, dividing it into duty of loyalty, diligence obligations and special obligation, among which duty of loyalty and diligence obligations were analyzed and summarized;2) Making clear the range of the third part, determine responsibility standard of the supervisors to third person, to improve the supervisors of the third party liability rules;3) Providing the joint and several liability of Supervisor, including the the joint and several liability of supervisor, director and senior management to company or the thrid part;4)Providing that supervisors liability waiver situation, Including shareholders pass a resolution to waive or reduce the responsibility of the supervisors of the Company, or exceed the period of responsibility leading to waive the responsibility of the supervisors.