Reflection Of The Board Of Supervisors System Of Listed Companies In China And Reconstruction

This thesis is composed of preface, main-body and conclusion. The main-body is subdivided into five chapters. The logic structure is theory, reality and resolution. Some important points are presented in preface, such as background, method, structure and main creative opinions of this thesis. In the main-body, the author takes an overlook upon the supervisory system of a listed company.The author discusses the legal basis of the board of supervisors of a listed company in Chapter One. Firstly, the author explores the contemporary trend of corporate governance, which is a common resolution to establish a stable system to regulate and balance the powers in a listed company. Then the author discusses the basis of the board of supervisors of a listed company. The first aspect is why we supervise the managing class in a listed company. Supervision is to reduce agency cost. For our country, the special reason for the significant corporate governance problem is the seriousness of insider's control. The second is for whom we supervise. About this problem, the author discusses from the perspective both of the essence of enterprise and the development of company. The essence of modern company is for the maximization of shareholders' benefits. The third is the aims of supervision. The author analyses the advantages and disadvantages of the two modes of supervision, and concludes that the board of supervisors is the best style of supervision. Lastly the author discusses the contents of supervision. The main objectives of supervision are the behaviors of the managing group and shareholders with big sum of shares. Also the author discusses other people who should be supervised.In Chapter Two, the author explains the function of the board of supervisors, legality and analyses the cause of malfunction of supervision. The board of supervisors is only a symbol organ of corporate governance, not only from the formal aspect or from the inner aspect. The legality about the board of supervisors is very simple, and lack of practicability. Then the author illustrates the causes of malfunction of supervision. One reason is the original insufficient legality of the board of supervisors,the other reason is the influence of national cultural ideals of authoritarianism, also including unclear property rights, absence of shareholders and competitive market. As a result, in the board of supervisors of listed Company have neither motivation nor capability to fulfill its obligations.In Chapter Three, the author compares the independent director and the board of supervisors. The author reconsiders the system of independent director from both historic and realistic aspects. The causes for UK and USA of establishing the independent directors don't exist in our country, and the assumed result of introduction of independent director is not reached. It is a better choice to reconstruct the board of supervisors than dispose it; despite it deserves more discussion about choosing the board of supervisors or independent directors. How to reconstruct the system base is reviewed in Chapter Four. There are two problems to be considered in this part: one is the relative system of the board of supervisors; the other is how to ensure the independence of the board of supervisors. There are three aspects about the first problem. Firstly, diversify the structure of shares. Secondly, improve the governance structure of banks and develop bank shareholders in the corporate governance structure. Thirdly, the author presents some points about how to resolve the conflict between the Old Three-Commission and New Three-Committee. The author considers from six parts about how to ensure the independence of the board of supervisors. After discussing the difference between the mode of external supervision and the internal supervision, the author suggests that we should regulate clearly the capability and choosing methods of employee supervisors, rights to attending the corporate governance, also the author refers to independent supervising, sub-commission un...