The Audit Committee And The Board Of Supervisor's Movement Mechanism Research Under The "Dual" Pattern Of Corporate Governance

In 2001 our country's China's Securities Regulatory Commission issued "Establishment of Independent Director Systems by Listed Companies Guiding Opinion", to request the listed company to establish the independent director system and improve the present situation of our country's board of supervisors. The independent director and the audit committee's come from "The single-layer" Pattern of Corporate Governance in US, but our country adopt "dual" pattern of corporate governance. In the government mechanism has already exist the board of supervisors as a legal surveillance institution. Two kind of systems' coexists has not improved the efficiency of our country's company's governance mechanism, but caused low efficiency of both surveillance institution. So whether two kind of systems coexist is reasonable, how to coexist become the topic which is worth studying.This article analysis the development history of the audit committee and the board of supervisors, rationale and the operation mechanism, to discover the foundation and the basis of the coexists, and according to the our country's special system, economy, culture and so on the macroscopic environment, to build the structure of the listed company's interior surveillance mechanism in our country again.Its main contents and results are as follows:(1)Take America, England, Canada introduced as the example, the production, the development and the consummation course of the audit committee in "The single-layer" pattern of corporate governance, and will carry on the forecast to its future development tendency.(2)Separately from the angle of principal-agent theory and the jurisprudence analyzed national audit committee's rationale, and in relation to "The single-layer" pattern of corporate governance's points in common, then produced audit committee's operation mechanism.(3)Inspected the evolution course of the board of supervisors in "dual" pattern of corporate governance, and carried on the crosswise comparison between Germany, Japan and our country; From principal-agent theory, the benefit correlation theory and the jurisprudence angle elaborated the base of production and existent of the board of supervisors depends on; summarily produces the operation mechanism of the board of supervisors system.(4)According to the relationship of the enterprise operating right disposition and the surveillance mechanism, the company governance's idea similarity as well as the supplementary of the board of supervisors and the audit committee's operation mechanism, proved the board of supervisors and the audit committee is possibly coexists n "dual" pattern of corporate governance; Proposed the board of supervisors and the audit committee specifically well distributed way: The surveillance status well distributed, the surveillance responsibility is well distributed as well as the two well distributed safeguard mechanism. (5)Taking the listed companies in Hebei Province as the example, pointed out the problem to the independent director, the audit committee and the board of supervisors coexisting and put forward some reform proposals.