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ance of Anglo-American law system, the provisions for composition of the board of supervisors is combination of both Anglo-American law system and the civil law system. The practice has proven that there are many issues existing in this corporate governance structure, particularly, it is not conducive to the development of suggestion scheme. For example, because the current board of supervisors can’t play a role in this structure, even if employee supervisors participate into the board of supervisors, it will be difficult fro them to play its due role. Therefore, it needs be modified and improved for the existing corporate governance structure. Under the premise of this corporate governance structure: shareholders in the general assembly- directorate- the board of supervisors-managers, it is necessary for “Company Law” to licensed to the company to freely choose the “ unitary system” (that isMBA, only set up the board of directors elected by shareholders as executive authority within the company) or “dual system” model (that is, take directorate and board of supervisors as the permanent organ which elected by the shareholders meeting for the exercise of their respective mandates, respectively).
In the “dual system” mode, it should be re-designed the board of supervisors system, that is ,in function, the board of supervisors as the department under the authority of shareholders meeting and the upper department of directors enjoy the right to the appointment and removal of directors, the right to decide reward, the right to supervise and major decision-making power; In composition, in addition to shareholders of supervisors, employee supervisors and external supervisors should be encouraged to participate in the supervision. And it should change the legislative status of deciding the proportion of employee supervisors according to the charter of company, it should directly regulated by legislation, so that the board of supervisors can expand supervisory functions, strengthen supervision means in order to get supervision results.
Under the “unitary system” formula, it should be completely introduced independent directors system of Anglo-American law system. It should further improve the employee directors, and introduced it to all companies which meet specific capital and the scale of employees. Finally, it should be provide certainty provisions on the employee congress and the role of employee supervisors in the company. As the employee congress system arose from the planned economy era, many provisions are not suited for the changed situation, in order to let the effective way of suggestion scheme of employee congress meet the requirements of the company system, it should be amended the traditional employee congress system appropriately in the “Company Lawhttps://www.51lunwen.org/mba/ ”. For example the employee congress's right to know, the proposed rights, elections and the removal of employee directors and supervisors and directors, approving the use of welfare fund and commonweal fund, the draft of collective contract and rules and regulations which related to labor rights should be clear. On employee directors, employees supervisors, on the one hand it should make it clear that it must set up employee directors in non-public companies; on the other hand, for the proportion of employee directors, employees supervisors, the method for selecting, rights and duties, procedures