| Summary: | 碩士 === 國立政治大學 === 法律學研究所 === 95 === Internal corporate governance is an important factor affecting a company’s performance. The internal administrative structure in a company should be a system including the right restraint and the setting up of obligation among Shareholders' Meeting, Supervisors, Board of Directors and managers in Taiwan. The system of Supervisors is an important part of the corporation’s administrative structure, as well as a choice for corporation’s functional department to restrain the Board of Directors and to cut down the cost of agency. Supervisors shall supervise the execution of business operations of the company, and may at any time or from time to time investigate the business and financial conditions of the company, examine the accounting books and documents, and request the Board of Directors or managerial personnel to make reports thereon. The supervisory function will strongly affect the healthy development of the company.
In recent years, several major problems have come into being in some of the public listed company, such as a director or managerial officer acting contrary to his duties or misappropriating company assets. These problems may result from abusing the power by Board of Directors or the director, and functionless Supervisors. A series of problems in corporation supervision urge us to try our best to resolve them, such as the lack of independent of Supervisors, lacking of supervisory ability, the main Shareholder’s controlling of Board of Directors etc. There are two Supervision system, the one-tire system and the two-tire system, in western stock company. After the Independent Director’s system has been introduced and legislated, the situation that two kind of supervision coexist has appeared in the structure of the company in Taiwan. It aims at using the independent status of the Independent Director to restrict inner directors who are for the holding shareholder’s benefits in Board of Directors. But the system of Independent Director still has many problems both in the theory and practice. This study also has comparative research on the corporation’s administrative structure in America, Japan and Germany. Meanwhile suggestions of how to improve the system of internal corporate governance are offered.
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