Research On The Legal Issues Of Internal Supervision Of Listed Companies

China’s Company Law is the first to set up the Board of Supervisors to exercise the power of supervision and supervise listed companies.However,due to the unclear rights and responsibilities of the board of supervisors,and the failure of supervision,it is unable to carry out effective internal supervision.In order to make up for the failure of the supervision of the board of supervisors,the independent director system of Anglo-American law system is introduced into China.However,the independent director system in common law countries aims to solve the problem of internal supervision of listed companies under decentralized ownership.However,most of the shares of listed companies in China are concentrated,so the internal supervision system of listed companies with the board of supervisors and independent directors in China does not play the expected effect.The establishment of the independent director system in the United States aims to solve the problem of insider control under the background of highly separated ownership and control of listed companies.But due to the different economic and political background,different ownership structure,in the independent director system in our country,hard to avoid the water,it is difficult to guarantee the independence of the independent directors,and can’t draw and JianBen,division of responsibilities betwcen the rights and obligations between the overlap at the same time,the board of supervisors and independent directors,seriously affect the effectiveness of internal supervision of listed companies.Recently,frequent scandals of financial fraud and false statement in listed companies have revealed the serious defects of internal supervision of listed companies in China.The discussion about the reengineering of the supervision mechanism of listed companies and the integration of the board of supervisors is increasingly intense in the academic circleBecause the internal supervision system in China has not achieved the expected purpose,the board of supervisors lacks professionalism and the independent director lacks guarantee.Therefore,according to the current situation of practice in China,listed companies are given free choice in the Company Law.Listed companies can choose one of them according to their organizational form,business scope and ocher needs.At the same time,summarize the reasons for the failure of internal supervision and take corresponding reform measures.Under the selection branch if the listed company chooses the Board of Supervisors system,it should also improve the functions and powers of the Board of Supervisors,such as enhancing the,fully improve the incentive and restraint mechanism of independent directors to enhance the independence of independent directors,and reduce the exercise burden of independent directors by increasing the liability insurance for independent directors.Put an end to the practice of supervision but not matter,bottle director.