| Corporate governance system and capital system are the two basic systems supporting the company law.Corporate governance is the eternal theme of corporate legal system research.Since the birth of modern corporate system,corporate governance has become a worldwide hot topic and problem.As an important part of the corporate governance system,the effectiveness of the internal supervision mechanism directly determines the effectiveness of the corporate governance system.An effective internal supervision mechanism has many advantages,such as reducing the "agency cost" of the company,restraining the internal controller from seizing private interests,and maintaining the securities market environment.At present,the mainstream corporate internal supervision mechanisms in the world are mainly the independent director system and the board of supervisors system.In China,the listed companies have adopted the "dual track" supervision mode in which the independent director system and the board of supervisors system are parallel.For a long time,the effect of the internal supervision mechanism of listed companies in China has been unsatisfactory.Neither the independent directors nor the board of supervisors have played their due role,which has been widely criticized by the theoretical and practical circles.The revision of the Company Law is an opportunity to re-examine the internal supervision mechanism of listed companies in China.Since the independent director system and the board of supervisors system were confirmed in China,there have been problems such as rough legal provisions,vague positioning and overlapping of powers.The western corporate governance culture behind these two systems also reflects,to a certain extent,the incompatibility with China’s traditional institutional environment,market environment and cultural environment.Therefore,if we want to improve the internal supervision mechanism of listed companies in China,on the one hand,we should clarify the relationship between independent directors and the board of supervisors at the legal system level,specifically,we should clarify their functional positioning,reasonably divide their terms of reference,and build a scientific exercise framework.On the other hand,it is also necessary to further promote the construction of the rule of law in the capital market,make the modern corporate governance culture deeply rooted in the hearts of the people,pay attention to the linkage effect of multiple supervision resources,and then achieve the goal of reducing the company’s agency costs,protecting the legitimate interests of small and medium-sized shareholders and other stakeholders,and maintaining the order of the securities market. |
