The Effectiveness Of Supervision By The Board Of Supervisors Of Chinese Companies

The internal supervision method in my country’s listed companies initially adopts the board of supervisors model,setting up a board of supervisors at the same level as the board of directors,and the board of supervisors independently performs internal supervision duties for listed companies.However,due to the improper influence of the controlling shareholder and the vague and simple setting of powers and other reasons,the board of supervisors system cannot actually perform the duties of internal supervision of listed companies.Therefore,based on making up for the defects of the board of supervisors system,our country has introduced independent directors in the board of directors,and thus implemented a dual internal supervision organization in which the board of supervisors and independent directors run side by side.However,after the promulgation of relevant regulations on independent directors,there are still many deficiencies in the qualifications and powers of independent directors,and the contradiction between it and the board of supervisors’ joint ownership has also affected the actual effect of the two in performing their supervisory duties.Judging from the prior experience of the United States,Germany,Japan and other countries,different single supervisory agencies can also fulfill their due supervisory duties.It is on this basis that the reform of the "Company Law" also pays attention to the problems arising from the dual supervision model of independent directors and board of supervisors,and based on the purpose of optimizing the internal governance of listed companies,it is trying to re-implement it in listed companies in my country.Single supervisory authority model.Against the above background,the article will make a detailed analysis and discussion on how my country’s "Company Law" should deal with the choice of the board of supervisors and independent director system,and how to refine the corresponding rules.This paper believes that optimizing the actual effect of internal supervision should first be based on the improvement of the existing board of supervisors and independent director system,and then allow listed companies to choose the appropriate supervisory authority through their own charter according to their own equity structure and industry market,and the task that legislation needs to complete is to build a legal framework for the selective establishment of supervisory agencies.Therefore,the relevant company legislation should be based on arbitrary norms,supplemented by mandatory norms,and focus on the realization of supervision benefits and legality supervision,so as to build Create a legislative framework for the selection of internal oversight bodies.This paper takes the research on the improvement of the internal supervision mechanism of listed companies in our country as the main purpose,and discusses and studies it in five parts.The first part is the traceability and definition of the company’s internal supervision mechanism.On the one hand,through the historical investigation of corporate supervision,the origin of internal supervision of the company is analyzed;on the other hand,the purpose of corporate supervision is analyzed,and it is concluded that corporate supervision is to increase the company’s income and reduce losses,so as to maximize the interests of shareholders,the conclusion that the interests of the company and shareholders are protected from infringement by insiders.According to the corresponding standards,corporate supervision can be divided into two types: external supervision and internal supervision,and internal supervision can play a more prominent role in these two types of supervision.The second part is the investigation of the comparative law of the internal supervision organization of listed companies.This article first analyzes the American independent director model and the German supervisory board model,and believes that a perfect single supervisory organization can perform the function of internal supervision well.Then,the selective establishment system of the French management committee and board of supervisors is analyzed,and after referring to the system evolution of Japan in the traditional model,the American model and the mixed model,it is believed that the optional system of internal supervision has unique institutional advantages and can be compared with Make good use of the practical experience of China’s existing system.The third part is the analysis of the existing problems in our current board of supervisors and independent director system.This paper expounds the legislative evolution of these two types of internal supervision organizations in our country,and points out the problems existing in the current board of supervisors system in the selection of board of supervisors,meeting procedures,responsibilities,etc.Issues such as authority setting and supervisory incentives are analyzed,and finally,the disadvantages of compulsory coexistence of dual supervisory agencies in listed companies are also analyzed.The fourth part is the perfect proposal for the legislation of the internal supervision selection system of listed companies in China.This article discusses how to build selective legislation in legislation from the aspects of the revision draft of the "Company Law",the nature of the company and specific suggestions,and studies the improvement of the board of supervisors and the independent director system,with a view to the application of these two supervisory institutions All of them can meet the requirements of our country for the quality of internal governance of listed companies.