我国监事会制度与独立董事制度的冲突与协调

Institutional clash and coordination of supervisory system and independent director system

我国现行监事会制度设计的缺陷 ,以及以“外部”监管为主要特征的独立董事制的引进 ,使我国公司法人治理结构面临新的抉择。作者认为 ,中国应当在完善现行监事会制度 ,保持内部监管体制的前提下 ,适度引进独立董事制。监事会是公司的法定监督机关。独立董事是基于信托而成为公司董事的独立行使监督权的“外部人”。二者是监督与被监督的关系。二者在职责的分配上是“多维”分配 ,各有侧重 ,功能互补。

The current supervisory system of our country blemishes that have been designed. With the ushering of the independent director system, which main characteristic is exterior supervision, the institution of corporate governance of our country is facing the new choice. The author proposes that our country should perfect the current supervisory system, keep inner supervisal system, and then properly usher the independent director system. The board of supervisor is the legal organization of supervision. Independent director becomes the company's director according to trust. He performs his duty independently as 'an exterior person'. The relation between the board of supervisors and the independent director board is supervisor and supervisee. The duty of them is allotted from many facets. The function of them lays different emphasis and complements each other.