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To improve the supervisory board, we must enhance the function of it. We can grant them some powers which are held by most supervisory board under the One-tier System, but is granted to the independent directors according to the Guidance released by the CSRC. For example, the power to recruit the independent auditors, the power to sanction the relevant transactions, the power to sanction the annual report that will be submitted to the assemble shareholders meeting ect. These powers are granted to the supervisory board in Germany. So, in China where the model of the corporate governance is Two-tiers, the supervisory board also can do their work best through enhancing their function.
Although the introduction of the independent director can be improving the public corporate governance, it can’ t resolve the problem of the public corporate governance. So, it can’t be regarded as a system to be introduced, and perhaps can be regarded as a means to improve the supervisory board in China as the Germany did. （25）
尾注
1、 See NIE DEZONG The Model and legislature Tendency of the Corporate Governance, LAW REVIWE, 2000, No.1.
2、ZHONG HONGJUN A Survey of corporate Governance in China published at http://165.105.182.3/students/gh99bo/xsw2
3、WEIJIE, The Adjustment of Corporate Governance, published at http://www.wiseman.com.cn
4、 See It is Necessary to Establish the Independent Supervisor System in China, published at http;//www.158china.com.
5、See Article 102, 112 and 124 of The COMPANY LAW of 1993.
6、Article 102—the assemble shareholders meeting of the public held corporate is composed of all the shareholders and the meeting is the highest power organ.
Article 112—the public held corporate must establish the board of directors which have at least five members.
7、Article 124—the public held corporate must establish the supervisory board which have at least three members, and the supervisory board is composed of the representatives of the shareholders and the employees.
8、See QIN XIAO, The Choice of The Model of The Corporate Governance and The Arrangement of The System. Published at
http:// www.macrochina.com.cn
9、 I.d.
10、See Zhang Min’an The status of The directors in Angle-American, Legal Press, p137.
11、“inside control” is that the company is controlled by the managerial staff who don’t hold the shares of the company ,but the shareholders and their representative, the board of director don’t control the company.
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