我国引入法人监事的再思考

Rethinking the Introduction of Supervisor of Legal Personality

在公司治理的框架下,监事会的改革仍有必要,但不宜引入法人监事。自然人监事的立法例并无不妥,依监事职务之人身性质,只有自然人方能履行,法人不具有担任监事的具体权利能力。法人担任监事,再要求其指派自然人为代表行使监事职务,实属叠床架屋。法人与自然人相比,并不具有优势,相反,法人监事增加公司运行成本,且无更大收益。个别引入会计师作为监事或者引入外部监查人制度更为可行。

In the framework of corporate governance, the reform of the board of supervisors is still necessary, but the introduction of supervisor of legal personality seems unnecessary. A supervisor of natural personality is appropriate because only a natural person can perform; however, since the legal person does not have the concrete capacity to act, the introduction of a supervisor of legal personality seems inappropriate. It is also redundant for a supervisor of legal personality to designate a natural person as its representative to exercise the power. In the present article I also argue that supervisor of legal personality does not have any advantages over that of natural personality; moreover, the introduction of supervisor of legal personality may increase the corporate＇s operating costs and generate no more profits. I suggest that, for the corporate, it is more feasible to hire external auditors or professional accountants as supervisors.