上市公司外部监事法律制度研究

公司治理源于三权分立理论,目的是通过权利之间的制衡来达到保护公司、股东利益的目的。但在中国却出现了公司的权利监督机构——监事会权利弱化,乃至被忽略的现象。为了弥补这个缺陷,中国应设立外部监事制度。外部监事的选任、分类、激励与责任机制都有自己的特点,有存在的必要性。可以和独立董事共同起到加强公司治理的作用。外部监事立足于中国国情,它的设立是对中国现有监事会的改造升级,是充分利用了中国现有的公司治理资源。

Researches on the Law System of the Outside Supervisor of Listed Companies

The company father comes from separation of powers theory, purposing on the check and balance and achieve the goal of protecting companies, shareholders interests between right. But the right supervisory organ of companies has appeared in our country, that is the right of board of supervisors is weakened, and even the phenomenon neglected. In order to remedy this defect, we should set up the outside supervisors system. The select, classify, encourage and duty mechanism of the Outside supervisor have their own characteristics, there is necessity of existence and it can play a role in strengthening the company to manage with the independent director together. The outside supervisor based on the national conditions of our country. Its establishment is that the transformation to the existing board of supervisors of our country is upgraded and has fully utilized the existing company of our country to manage resources.