The Selection And Reconstruction Of The Competitive State-owned Companies’ Corporate Governance Supervision Model

China ’s company law establishes the board of supervisors as the supervisory body for corporate governance,but at the same time,the independent director system also has different degrees of practice in state-owned companies that are mainly state-owned listed companies.The chaos of the supervision power of corporation governance is conducive to the effective implementation of effective supervision,and there is a "first-second competition" between the supervisory board system and the independent director system.Among the state-owned enterprises,especially commercial competitive state-owned companies,it is an urgent problem to choose which oneas leading model and how to reconstruct it to ensure its effectiveness.The dissertation is based on the "state-society" binary analysis framework of legal order theory,supplemented by the perspective of legal geography to distinguish the two different legal order expressions of the continental legal order and the marine legal order.The two different modes of supervision belong to two different legal order expressions which is the bottom logic of this thesis.The legitimacy of the independent director system can be examined from the historical narrative of the legal order.The inconsistent structure of political space and social space in the medieval European continent gave birth to a commercial city that reflects the characteristics of the marine order.The merchant order in the commercialcity achieved its rejuvenation in the corporate system and inherited its "collective resolution" principle.The implementation of this principle is the reason why there is no need to set up a separate supervisory body in the Anglo-American legal system.The essence of the independent director system taking effect is to make up for the lack of shareholders’ ability through the sinking of the principle of "collective resolution".The construction of the legal order of state-owned companies conforms to the "elite judgment" and "bureaucratization" of the continental legal order model.The independent director system has no order soil for its dependence.The development of the German board of supervisors system is intrinsically linked to the “state dispatch” model of the downward supervision power of the mainland order and the “leadership principle” of corporate governance.The centralization character of the legal order in the mainland gives the supervisory system its justification for its existence.In China’s state-owned enterprises,the board of supervisors system should be regarded as a supervisory model with a sense of responsibility more than the sole director system.Compared with the general company law supervisory system,the “government attribute” of the system of the board of supervisors assigned to state-owned enterprises in China gives it an advantage.It should not be completely eliminated in the system reform but is worth developing the useful and discarding the useless.The core goal of competitive state-owned company operations should not be to preserve and increase value,but to enhance the country ’s industrial competitiveness.This requires liberation of the board ’s commercial risk-taking spirit,and the supervisory board therefore needs to assume more supervisory responsibilities.Based on the structural coupling relationships between the functions of the party organization and the functions of the board of supervisors,the core leadership of the party organization can be integrated into the supervisory system to build a dualistic model of "leadership power" and "supervisory power" in the corporate governance structure.In view of the withdrawal of the dispatch mechanism of the board of supervisors,there is an urgent need to promulgate the "Interim Measures for the Management of State-owned Equity Supervisors" to construct a supervisory powerand responsibility system.In addition,the paper also suggests that in the reconstruction of the supervisory board system,the proportion of full-time supervisors should be increased,the training of young supervisors should be emphasized,and more scientific researchers should be introduced;the position of supervisor assistants can be established to improve the information acquisition ability of the supervisory board;The principle of "placing cadres under party supervision" can be transformed into the system of nomination of directors and disqualification of directors of the supervisory board;The party committee’s "three important and one big" important matters’ decision-making power can be transformed into the right to block major matters of the board of supervisors.The independent director system may gain new vitality with the coordination of the supervisory system after the state-owned asset supervision pattern changes.