A Research On External Supervisor System Of Wholly State-owned Company

China is socialistic country based on public ownership, and the State-owned economy, which dominates the favorable development of the national economy, is important in the national economy. A wholly State-owned company is important mode of the State-owned economy, which can produce not only the economic profits, but also the social profits, so we should supervise it and assure it well-balanced management, and achieve increment of the state-owned capital. Otherwise a wholly State-owned company is a kind of especial company in Company Law, which has special character, for example it has special and exclusive shareholder. So a wholly State-owned company has especial corporate governance, namely it has not shareholders' meeting. As owner, the shareholders' meeting plays less superintendence in a wholly State-owned company than in the ordinary company, so the supervisory duties should be charged with the supervisory board. So how to establish effective supervisory board in a wholly State-owned company is important for establishing perfect corporate governance. The establishment of supervisory board in a wholly State-owned company includes many aspects, but the dissertation only discusses the external supervisor. The author discusses correlative questions by combining theory and practice from two aspects, one is corporate governance, the other is wholly State-owned company.Chapter one reveals the correlative theory and practice on corporate governance in a wholly State-owned company. Because the dissertation mostly states the external supervisor system, the theory and practice on corporate governance is discussed from supervisory board. There are two typical kinds of corporate governance in the world. The part analyses them, such as auditor system in England, independent director system in America, supervisory board system in Germany, and watchdog system in Japan. Then the author states Chinese corporate governance on Company Law, and points out its limitation. At last, the author discusses corporate governance in a wholly State-owned company based on the character of a wholly State-owned company, and indicates its shortcomings.Chapter two probes into the external supervisor system of a wholly State-owned company. The theories on establishing the external supervisor system include the special commission of management of State-owned assets and the features of property right and the significant function of a wholly State-owned company. The external supervisor system has great significance. It is a new system, which has not only economic meaning, but also political meaning, and it can accelerate State-owned enterprise and change governmental function. The system emanates from inspector system. The author discusses the two systems and points out their limitations. Chapter three expounds perfect measure on the external supervisor system. According to the foreign experience and the character of a wholly State-owned company, the author points out new opinions on the system. The new opinions include the form of supervisory board where there should be the representative of creditor, the external supervisor's qualification, selective condition and program, authority and correlative steps, and reward system.At last, the author summarizes the dissertation.