独立董事制度与监事会制度的冲突与协调

Conflict and Coordination Between System of Independent Director and Board of Supervisors

独立董事原是英美法系国家公司法中的一项制度。为适应我国公司在海外上市的需要及改变监事会功能失效的状况 ,在证监会的推动与引导下 ,独立董事制度逐步在我国确立下来。这使独立董事制度与我国原来的监事会制度在职权上产生了重叠与冲突。只要二者定位准确 ,分工明确 ,独立董事制度与监事会制度是可以在现有法律框架内实现兼容和协调的。

The independent director used to be a system of the national company law in the US, UK and France. In order to meet the needs of China's companies' listing abroad and to change the functional failure of the system of board of supervisors, under the propelling and guidance of China SSMC, the system of independent director has come to be established in China. This has led to the overlap and conflict in power reference between the newly established system and China's former system of board of supervisors. As long as the two systems are appropriately positioned and clearly work-divided, they may be compatible with each other.