对我国监事会构成的反思与重构

Reflection and Reconstruction of Chinese Supervisory Board

尽管有学者认为我国应该取消监事会制度,但无论是从法律实践来看还是从理论研究来看,监事会都有其存在的必要性。国家要从根本上完善监事会制度必须从主体构成上入手,单纯依靠股东代表和职工代表参与的监事会难以发挥作用,二者都不具有认真履责的动力和条件,急需引入新的治理主体。在利益相关者中,除了公司职工之外,最应允许以银行为代表的债权人主体参与其中,同时,应鼓励但不强制公司监事会引入行业协会代表。

Although some scholars believe that the supervisory board system should be abolished in China,it is necessary to have the existence of the supervisory board from the perspective of legal practice and theoretical study.We must fundamentally improve the board of supervisors system from the main structure,relying solely on the representatives of shareholders and it is difficult to play a role for staff representatives to participate in the supervisory board.Both of them do not have serious motivation and conditions,so it is urgent to introduce new governance.In the stakeholder,in addition to the company employees,major creditors represented by bank should be allowed to participate in the main body.At the same time,we should encourage but not enforce the company’s supervisory board to introduce representatives of industry associations.