Study On The Improvement Of Supervisory Methods Of The Board Of Supervisors

Corporate supervision is the eternal theme of corporate governance,and the board of supervisors system is the core and key of its internal supervision.Although our current Company law makes basic provisions for the appointment qualification,fiduciary duty,legal liability,the composition,authority and operation of the board of supervisors,the board of supervisors has not effectively played the preset system function from the corporate governance practice in our country,which often leads to supervision failure.Fortunately,at the end of 2021,the 32 nd Meeting of the Standing Committee of the 13 th National People’s Congress deliberated the Company Law of the People’s Republic of China(Revised Draft),and published the Company Law of the People’s Republic of China(Revised Draft Second Review)on December 30,2022.One of the most compelling questions is whether the traditional "three-party,one-tier" corporate governance structure will change.In general,although the new articles 69 and 121 of the draft amendment set the Board of supervisors as an optional institution that can be replaced by the audit committee set up by the Board of directors,the general provisions on the Board of supervisors not only remain basically unchanged with the current Company Law,but also introduce the Board of Supervisors’ right of information to directors and executives in a limited way in Article 79.Obviously,This deviation from expectations deserves our deep attention and positive thinking.Especially in terms of supervision methods,the board of supervisors seems to have been given and set up a lot of supervisory powers and security mechanisms,but the current supervisory methods of the board of supervisors and supervisors are still nonprofessional supervision,retrospective supervision and vertical supervision.In our country,the board of supervisors wants to achieve the effective supervision of the company’s management affairs,and the adjustment of supervision mode is more urgent.Only the specialization of the self-organization of supervisory institutions,the specialization of financial supervision and the specialization of the selection and appointment of supervisors can ensure that the board of supervisors can obtain a more effective supervision method.Only the reporting obligation of the board of directors,the consent retention right of major matters and the risk management system can guarantee the information right of the board of supervisors,strengthen the influence of the board of supervisors on the company’s decision-making,and facilitate the formation of the board of supervisors’ prospective supervision mode.Only by establishing cooperative supervision between the board of supervisors and the board of directors can the benign interaction between directors and supervisors be greatly increased.It can be said that the positive reform of the three ways of supervision can effectively reverse the situation of ineffective supervision of the board of supervisors in our country for a long time,so as to make the supervision of the board of supervisors more powerful,more efficient,stronger role,and more fully play the supervisory function of the board of supervisors.This paper consists of six parts,specifically as follows:The first part is the introduction.This part clarifies the research background,research significance,domestic and foreign research review,explains the important and difficult points that need to be broken through in the research,and puts forward the research key and main innovation.The second part introduces the case to the question.This part,based on three typical cases that arouse wide attention from all walks of life in our country,points out that the role of the supervisory board supervision mode in the company’s internal supervision has great limitations,and urgently needs to be modified and improved,which will lay the foundation for the construction of three new types of supervision mode transformation.The third part is the analysis of the problem of insufficient supervision mode of the board of supervisors.This part focuses on three kinds of supervision methods with loopholes in the current board of supervisors,that is,non-specialized supervision,retrospective supervision,vertical supervision starting,combing through the three traditional supervision methods,the reasons for the failure of the board of supervisors system to play a preset system function and constraints.The fourth part is the operation and important enlightenment of the supervisory mode of the overseas board of supervisors.This part mainly introduces the practice of Germany and Japan under the dual system supervision mode,and makes a comparative analysis with the new three supervision modes as the starting point.First,German listed companies adopt the dual-track corporate governance model,which enables the board of directors and the Board of supervisors to cooperate closely and play a role together in corporate governance through professional supervision.Second,the Japanese Commercial law has gradually strengthened the prospection-type supervision method,improved the supervisory authority of supervisors,enriched the means for supervisors to prevent and correct illegal behaviors,and improved the supervisors’ ability to collect information.Third,all countries pay attention to the cooperative mode of supervision,so as to maximize the effectiveness of supervision.These experiences and practices can provide reference for the deficiency of supervisory mode in Chinese board of supervisors effectively.The fifth part is the main suggestion of the Board of supervisors’ supervision mode transformation.Based on the foregoing analysis of the loopholes existing in the three traditional supervision modes of the board of supervisors system and the operational status of the supervision mode of the board of supervisors system overseas,this part will improve accordingly from the three aspects of specialized supervision,prospective supervision and cooperative supervision.The sixth part is the conclusion.This part summarizes the main arguments and important conclusions of the article,highlighting the great significance of the positive transformation of the three supervisory methods of the construction of the board of supervisors to improve the internal governance of the company.