The Conflict And Coordination Between The Supervisory Board System And Independent Director Of Listed Companies In China

The internal supervision mechanism of listed companies in China initially adopts the system of the board of supervisors,and the internal supervision responsibility is mainly undertaken by the board of supervisors.In reality,the Board of Supervisors is more like a "rubber stamp" of the company’s management.Its regulatory function is not ideal,and it does not meet the needs of the ever-developing capital market.For this reason,by referring to the monorail system in American law,China has set up the independent director system in listed companies,where the board of directors and the board of supervisors cross-exercise their supervisory functions,thus forming the parallel supervision mechanism between the internal board of supervisors and the independent directors of listed companies.The effectiveness,operation cost and frictional cost of this parallel mode are becoming more and more prominent.Generally speaking,the two supervision mechanisms have their own emphasis and complementary functions.But because of the listed company ownership structure is not reasonable,with "a dominant" and "owner absence" two marked characteristics,make the dual supervision pattern also exist many drawbacks in practice,especially the independent director and supervisory board division in liability is not clear,mutual shuffle,lead to internal supervision function weakened,power imbalances,the phenomenon of decision-making errors occur repeatedly.Whether the board of supervisors or the independent directors should be chosen for the internal control system of enterprises,or the co-existence mode of the board of supervisors and the independent directors,has become an important topic that we need to study and think deeply.Based on the above background,this article from the basic principle of internal supervision mechanism of listed companies and the theory of listed companies in China’s supervisory board system and independent director system conflict what are the specific performance of the existence of parallel and parallel conflict has what bad influence on the governance of listed companies face analysis,and learn to think and foreign law about internal supervision mechanism of listed companies,the relevant provisions of the foreign shares of the listed company internal supervision mechanism of several different models,discussed how to optimize the internal supervision mechanism of listed companies in our country,the listed companies in China for the board of supervisors and independent director system should be how to choose.This paper argues that listed companies should be given to choose right one of the two kinds of supervision system,at present the board of supervisors and independent director system in our country on the basis of parallel to the board of supervisors and independent directors,to clear the scope of their functions and powers,and establish a reasonable incentive mechanism and the corresponding constraint mechanism,so that the model can more fully exert the function of internal supervision of listed companies in China.