| The Company Law of the People’s Republic of China(hereinafter referred to as the Company Law)was promulgated in 1993,First of all,it drew lessons from the German corporate governance mode.Also,guided by the theory of shareholders’ meeting centralism,China had built corporate governance model with shareholders’ meeting as the power organ,board of directors as the executive organ and board of supervisors as the supervisory organ,which endows the board of supervisors with the responsibility of internal supervision.But in practice,the effect on supervision is not satisfactory.Then,in 2005,the independent director system was introduced into the listed companies in the process of amending the company law,which in fact took part of the internal supervision responsibilities.So far,China has established a “double core supervision mechanism” with the board of supervisors and independent directors as the main body in the listed companies.However,the criticism of the mechanism is endless,and the dual core supervision is still weak.Taking this as the entry point,this paper includes:The first part analyzes the current situation of internal supervision of listed companies in China from two aspects: practical operation and system specification.Firstly,this paper investigates the performance of the board of supervisors and the performance of independent directors.And it is found that under the premise of the absence of supervision by the board of supervisors and independent directors,the listed companies still maintain normal production and operation activities,without serious consequences such as enterprise bankruptcy due to the lack of dual core supervision,by comparing and combing the relevant laws and regulations.So this paper draws the conclusion that the practical needs are out of line with the legal provisions.The second part analyzes the reasons for the gap between the reality of internal supervision of listed companies and relevant regulations.Firstly,the paper analyzes the reasons for the weakness of the board of supervisors from the perspective of the difficulties in the performance of the board of supervisors,and finds that the functions of the board of supervisors are scattered,the information given to the board of supervisors and the board of directors has always been asymmetric,and the paradox of the independence of supervisors.Secondly,it is found that the functions of independent directors and the board of supervisors are overlapped,and there is supervision distance of the independent directors,from the perspective of the performance dilemma of independent directors.Finally,both the board of supervisors and the independent director system are limited by the lack of effective reward and punishment mechanism.These factors lead to the disconnection between the reality of internal supervision of listed companies and the legal provisions.The third part puts forward some ideas for the reconstruction of internal supervision mechanism of listed companies in China.The internal supervision power of listed companies is reorganized and divided.Guided by the theory of board centralism,the listed companies established the internal supervision system,which contained supervision before the event with Nomination Committee’s,supervision in-process with board of directors and supervision after the event with board of supervisors.Therefore,this paper puts forward solutions to solve the gap between the current actual operation and the legal provisions. |
