发挥监事会职能的路径探析

Path Analysis of Utilizing Function of Supervisory Board

近年,部分上市公司控制权争夺战暴露出董事会与股东大会之间的矛盾,而监事会作为上市公司必要的组织机构,却未发挥实质性作用。通过对比国内外制度并结合我国实际情况,认为上市公司监事会职能缺位是因为受到公司治理模式的限制和法律规范缺乏实操性。利用监事会重构上市公司权力格局更符合我国公司治理模式和立法趋势,强化监事会的独立性、监督权可促进监事会充分发挥作用。

Some conflicts between the broad and the general meeting of share holders had been revealed during the several power scrambles of listed companies in recent years. However,the supervisory board,as an essential institute of a listed company,could not make a substantive affection. Through the comparison of the domestic and foreign regulations,conduction is so clear that,in our national condition,limit of the corporate governance pattern and lack of practical rules are two main factors of this phenomenon. Using supervisory board to reorganize the power structure of listed companies is more in line with China＇s corporate governance model and legislative trends. The supervisory board can play a more important role than before if we strengthen the independence and the rights of it.