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Independent directors and and supervisors' functions of the in the in the the structure of the of China's corporate governance fusion research

Author: WeiZhi From: www.yourpaper.net Posted: 2009-05-23 21:26:18 Read:
[Abstract] the independent director system and the Supervisor System is to the presence of at the same time in in the China's enterprises governance structure two has the the system of of the oversight functions, due to the independent director system of the our country's the the functions of the independent directors positioning in the the establishment of the in the-the process of there is a deviation, and the Supervisors and the System there is an overlap, making the independent the director system and there is no good play its role. We Only by fully to awareness and to distinguish between between the two the correct the functions of positioning and functions of the scope of, in order to so that it in the Process of Perfecting the in the the governance structure to play respective its due role.
[Key words] independent director system board of supervisors system functions of the fusion

First, the. Of China's Supervisors system and an independent the the formation of of the director system
In the in the the listed on the our country of corporate governance structure, the Supervisors and the System began in the the "CO., LTD. Specification opinions" released in 1992, and at credited to the the "Company Law" in July 1999, implementation of the "in January 1 2006, the Company of the People's Republic of China further defined the the the functions of of the board of supervisors in the Law "in the. Moreover, China's independent director system originating in the August 16, 2001, the views "of are officially released" About in the China Securities Regulatory Commission, the the guidance of of in in the with the Listing Company Establishing Independent Director System. This two systems to are on the the Perfection of the the the structure of of of China's corporate governance, the the role of played by by the between the two has a as the large Shareholders are and the Board of Directors the oversight functions of. The the relationship between in this between the the two how to deal with, is a is worth the the problem of the explore and study the.
Second, the the the the status quo of the of China's Supervisors system
The the To China 's Board of Supervisors system is built up in the learn from the Germany, Japan of the mode on the basis of, is the the Standing oversight bodies in the the shareholders' under the General Assembly, the main standing on the the angle of the all the shareholders of as well as stakeholders, is responsible for to conduct a comprehensive oversight of on the the Board of Directors and management of the operating , the members of the of the Supervisory Committee is mainly is made up of on behalf of of the shareholders, as well as representatives of the employees served as, the main the exercise of the supervision of on the the best of the Directors', the management behavior, as well as as the day-to-day financial activities of the of of the Company the overall supervision of. But in the the the process of practice, the the of the Supervisory Committee and did not play the role of of the envisioned, on the the the disclosure of the of false financial information to randomly change the the did not conduct in the the the to invest in of of the to raise funds, large shareholders the and other issues in the the the hollowed out of of the listed companies from effective supervision. Can be seen the The Supervisory Committee is of the as a supervision and institutions, exist in name only. Its reason are as follows:
1. China's the board of supervisors does not independent of. A supervisor of of the our country is by the representatives of the employees and the Shareholders as served as, As the of the shareholding structure of the of our country is too concentrated, the Large Shareholders 'Control forward to shareholders' the General Assembly, the Board of Directors, the layer of a manager, by the Conference of the shareholders elected Supervisor on his behalf with the large existence of the member a thousand and one links of the Contact Contacts Telephone :86-, and in due to to Supervisors or by the the the personnel for within the enterprise would serve as the, Therefore, the will be makes the the Supervisors and the the existence of the business affiliation on the the administrative, This makes the as supervisors is difficult to truly independent up.
2. Is a Supervisor of our country's. In the knowledge structure, practical experience, and theoretical level on the is difficult to competent at Supervisors work. Due to historical reasons, the many of the our country of the the Supervisors from the original enterprises to gave birth to managerial and work staff transformed from the, the the level of business of the these people there is a certain degree of the problem.
3. The the imperfections of of incentive and restraint. A Supervisor of our country's will receive a fixed reward for from the company, so that the Supervisors to to promote the the driving force for efforts the work of, so, the independent directors there will be no motivated to to the due diligence of the right to line; in the to the constraint aspects of, the relevant laws, regulations For the Supervisors 'Interests in with the the best of the Directors', manager collusive, intent or indolent in with respect to the right to line the lack of relevant punishment the provisions of, not hard to understand the the phenomenon of of the Supervisors "by the supervisor does not" constitutes.
Second, the the of China's independent director system positioning deviation
In view of the the the weakening of of the the the above-mentioned of the Supervisory Committee function, China's in 2001, the SFC the introduction of the system of the Independent Board. Due to the the different of the shareholding structure of the, institutional background of, legal the provisions of, etc., the our country the introduction of independent director system in. In the design of the system and the Executive the early, the the Independent Board function positioning in the whether the is principally supervision to the the the behavior of of the the the Board of Directors with the manager layer impair the the the interests of of the shareholders of the small and medium-sized, It as disclosed in in realistic and true whether the information, whether to helps to the perfect the corporate governance structure, and and so on on. Followed by also should play a independent the Directors as a the the the parties to the role of experts, with the help of the of thinking to the increased they bring to the company diversification of, More from the a strategic level, put forward a More of rationalization proposals, to play a the the role of experts of its strategic. The deviation of occurrence of by the the the functions of of the the the this kind functional positioning and the the Independent Board in itself, making the that the the an independent director of system of our country to made detours.
Third, the the the Independent Director System and the Supervisors system mutual integration of
Independent directors and Supervisors Although the two has a the Authority's functions, but can be completely different to have the the the mode of supervision and functions of range of the between the two is-, the independent directors In addition to carried out on the the Board of Directors effective supervision, carried out supervision and on the related party transactions, and so on outside the, but also including on the company strategic the rationality of and so on of the decision-making published the of their own independent of the same opinion, give full play to the the role of of the strategy consultant. While the Supervisors then the is standing on the angle of the the Shareholders as a of the Whole, mainly on the the Company in carried out supervision and formation at the day-to-day the financial situation of. The the both in the the function on the there is a differences, but the It is these two difference and and up makes the may between the the two carried out fusion, give better play to of the their respective functions and to.
1. For the of the Supervisory Committee, will their power of supervision through financial in completely granted to the of the Supervisory Committee. Conferred the the review powers of of the the the supervision of of the the Supervisors For the financial statements, accounting accounting information, etc.. The requirements of The board of directors, the Shareholders' meetings provide a Related statements, of information in accounts and, the Supervisory Committee of these information to carried out a on a regular basis review of. If you do not provide the relevant information, can put These cases are reported to the SFC, to be dealt with by the SFC; to the power to carried out inspection of the on the the resolution of the in connection with financial the board of directors. The same time, the The Supervisory Committee is of the can and the Certified Public Accountants of the hired by the proposal of by the independent directors, carried out the the powers of of the regular communication. Great importance to the the business of the of the Supervisory Committee supervision and the right to of. Should be given the the's right of action of the of the Supervisory Committee in the the director, manager and other is appear committed offenses when they, the exercise of on law-breaking personnel filed a lawsuit by the the on behalf of the shareholders of the Board of Supervisors, so you can very good to curb the the the occurrence of of the violations of the law. Therefore, the the the overall supervision of by the oversight functions of the Board of Supervisors in order to for the Company's financial-based, be supervised in order to the business, supplemented by; in a business supervision and on the the functions of of, you want to Based on the Political Legitimacy supervision-based, supplemented by, properly-the sexual supervision of.
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