Restructuring Of The Internal Supervision Mechanism In Chinese Listed Companies

As one of the core issues of corporate governance,how to improve the internal supervision mechanism of listed companies has always been a hot topic in the business world and academia,and it is also a difficult issue in the governance of listed companies in Japan...Initially,Japanese listed companies set up a supervisory committee to carry out internal supervision,but after that,as the problems of "control" and "internal manager" of domestic listed companies became more serious,Japan became an independent director.Introduced.An internal supervision mechanism to make up for the shortcomings of the supervisory board and improve the corporate governance system.However,the "dual-core" internal audit model has no realistic legislative expectations in my country.Regarding organizational structure,the new round of "Company Law(Amendment)" allows companies to choose a "unique" governance model.In other words,you can only have a board of directors,not a board of directors.You can set the number of supervisors.This will increase the autonomy of the company and not only promote the overseas expansion of Chinese companies,but also help to implement the "going out and bringing in" strategy that promotes foreign investment in Japan.However,this draft requires an independent director for the listed company.Thus,even if a listed company chooses a "dual system" governance model,it is a "dual core" supervisory model,and the supervisory board and independent directors comply with current legislation in the setting of internal supervision...Institutions;governance models,how to deal with the relationship between independent directors and special committees under the board,and how to follow up on the support system.In addition,the impact of the system implementation after implementation is unknown.Based on this,this treatise is based on Japan’s legislative practices,taking the internal audit mode of listed companies outside the territory as a mirror,summarizing the feasible experiences through comparative analysis of various modes,and supporting reforms.increase.Internal supervision mode for listed companies in my country.Examining the implementation status of the internal supervision mechanism of listed companies in Japan,both the supervisory committee and the board of directors have shown insufficient operational effects,and the supervisory committee system is "name only",and the independent director system.Is "unacceptable".In addition,the concurrency of the two systems has inherent drawbacks such as inefficiency of supervision due to overlapping rights,difficulty in accountability due to unclear boundaries of responsibility,and increased legal compliance costs of companies due to repeated establishment of institutions.There is also.Investigating the reasons for the system failure,one is that there is a conflict between the independence requirements of the supervisory board and independent directors,and the other is that my country has sufficient corporate governance environment and institutional background in my country.Is not taken into consideration.When the system is ported;lack of usability and necessary incentives and restraints.Both the board of corporate auditors and the independent directors make up the "dual core" supervision mode for listed companies in my country.The former is derived from civil law countries such as Germany and Japan,and the latter is the United States.In this paper,by comparing the internal supervision forms of companies in these three countries,we critically analyze the shortcomings of the single system model and the dual system model,and for reference,the internal supervision mechanism of Japanese listed companies.Summarize the reform path...experience.From this point of view,this paper proposes the following proposals on the path of reform of the internal supervision mechanism of listed companies in Japan.Based on re-clarification of internal supervision of companies and improvement of board system.Listed companies are supervisors and independent directors,and can choose a supervisory body or a supervisory body according to their needs.This is the most rational and appropriate solution.Regarding the structure of the board of directors,emphasis should be placed on optimizing the composition of the board of directors,expanding the authority of the board of directors,suppressing the board of directors,and improving the mechanism of incentives.With regard to the independent director system,it is necessary to strengthen and secure the independence of independent directors,strengthen the authority and authority of independent directors,and strengthen the restrictions as well.The focus is on incentives.We also need to focus on building a healthy and favorable market environment and exert the synergistic effect of external supervision.