Comparative Analysis And System Harmonizing Of Independent Directors And Supervisory Board

Introducing the system of independent director into china to perfect corporate governance now has become a hot issue in study of company law in our country. Along with the system being introduced and put into practice, a situation that independent director and supervisory board coexist is formed in practice in our country's corporate governance. This leads to the overlap and conflict between their functions in many aspects. This paper is of the opinion that, the independent director system and supervisory board system are two different supervisory systems of company, developed from different historical background and economic environment. Although they resemble each other in their obligations, they have got different characteristics in supervisory function's exertion, so they have the specific property of mutual supplement. The property not only provided the possibility for these two kinds of systems to coexist in our country, but also is the premise and base in moderating their relation and solving their antinomy reasonably. On the one hand, we should refine the independent director system introduced into china; on the other, we also should pay attention to the valid exploitation and positive improvement on our current resources of corporate supervision. Then, a mechanism of corporate supervision that has Chinese specialty can be established, by which independent director and supervisory board can harmoniously get along with each other.In this paper, I make a comparison between the independent director system and supervisory board system in aspects of origins, background and functions, and analyze not only the conflict between them, but also the advantages and the disadvantages each of them has, and the specific property of mutual supplement. I think that the range of their power should be made clear based on their different characteristics on supervisory function, avoid intersecting and conflicting, make them each attend to its own duties, and cooperate with each other. Meanwhile, I believe that we should improve and perfect the independent director system and supervisory board system based on the background in today's china, and my thoughts are presented on designing the system in dealing with their relation, realizing their coordinating, their full functions can be exerted together in perfecting our country's corporate governance.