| Summary: | 碩士 === 國立中興大學 === 法律學系碩士在職專班 === 102 === According to Company Act, the right of management and the right of supervision of one public company are charged by different departments. Board of Directors takes the role as the manager of the company, and supervisors take the role as “the post-supervisor”, so the deficiency brought by the supervision of shareholders’ meeting could be made up. In Taiwan, the supervisory systems in public companies are not well functioned, therefore in January 2006, the authority amended Securities and Exchange Act and introduced the single track system adopted by American Laws. The amended Securities and Exchange Act has made a big change on one public company’s pattern of running a company. It introduced the Independent Director System and formed a double track system---“supervisors became the supervision department”, “establishing Independent Director System to supervise Board of Directors”. It also introduced the Audit Committee System and formed a new single track system---“establishing Independent Director System in Board of Directors”, “establishing the Audit Committee System formed by independent directors and replaced the role of supervisors”. The amended Securities and Exchange Act also regulated to establish some functional committees such as the Audit Committee and the Remuneration Committee. These committees will inspect certain significant decision-makings in the company, thus its function would be extended from post-supervision to prior-supervision.
There are two kinds of mechanism to operate a company---autonomous mechanism and heteronomous mechanism. Autonomous mechanism includes internal-control system, internal audit, supervisors, independent directors, the audit committee and a full disclosure regarding public information. Heteronomous mechanism includes institutional investors, credit rating agencies, accountants and lawyers.
This study will examine the advantages and disadvantages of the three patterns to operate a company in Taiwan. Moreover, it would like to find out the reason why the supervisory systems in public companies are not well functioned and to figure out the defects or shortcomings of the regulations that lead to a poorly functioning of supervisory systems in public companies. At last, the study will also focus on reviewing the effectiveness of the Independent Director System and the Audit Committee System introduced from American Laws.
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