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|Keywords: ||公司監理;監察人;獨立董事;監察人會;Corporation Governance;Supervisors system;Independent Directors system|
|Issue Date: ||2013-08-22 12:05:53 (UTC+8)|
The issue of corporation governance has been a heated discussion, especially after successive outbreaks of the cheating cases in financial circles. Since the relation between public and finance is getting closer, it is important to make some changes.
In order to strengthen corporation governance and to be in line with the international conventions, Taiwan transplanted Independent Directors system into the Securities and Exchange Act in 2006 in the hope of solving the problem that previous adopted Supervisors system could not solve. But there still have some problems with the Independent Directors system, such as the cost of practices is not affordable for some enterprises, the qualified persons are insufficient
the previous Supervisors system lacks independence and efficiency. Except for amending the current laws to correct defects, we should refer to foreign laws and bring up some constructive advices to enhance our country’s corporation governance and promote economic development as a whole.
The U.S. corporation governance adopts one-tier system which cannot introduce another supervise system to provide impartial and objective advice. Also there are many companies controlled by managers instead of directors, the employment of independent directors can decrease the cost of agency, which brought by the controlling managers, and the functional committees can provide complete plans on important issues, such as auditing, remuneration and nomination. These help improving the corporate governance of large companies.
Japan used to adopt Supervisors system for their corporation governance, however, during the U.S. military occupation, Japan transplanted the Independent Directors system into their corporation governance in order to attract foreign investment. However, Japanese companies prefer Supervisors system to Independent Directors system. Therefore, Japanese government decided to strengthen the Supervisors system by stipulating supervisor’s council and outside supervisors in her Company Act and restructuring the independent directors and functional committees.
Japanese corporation governance is similar to ours, her transplant of Independent Directors system is earlier than us, makes Japan corporation governance valuable for us to refer to.
This article first examined the defects of the present legal system of corporation governance in our country, then described the US and Japan corporation governance regulations in their company Acts. The author suggested the coexistence of Independent Directors system and Supervisors system is necessary for efficient corporation governance only if we can amend our company regulations to allocate their functions and roles properly.
|Appears in Collections:||[產業經濟研究所] 博碩士論文|
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