| Summary: | 碩士 === 東吳大學 === 法律學系 === 103 === In light of the long debate on the supervisory system for corporate governance, which of the following system will better suit our society culture? Would it be the traditional supervisor, the independent director, or the dualism of both? What are the respective requirements of the Corporate Act and the Securities and Exchange Act in this regard? Lately there have been various levels of discourse arising from the perspective of corporate practice and legal interpretation.
Centering on the independent director system, this study analyzes the supervisory design of our nation’s Corporate Act in the aspect of corporate governance. Comparisons illustrate the practical operation and the merits of the independent director system and the audit committee implemented respectively in the United States of America, United Kingdom, Japan, South Korea and Taiwan so as to identify the inadequacy of our current supervisory system and seek possible remedies for improvement. Aiming at rejuvenating corporate governance and impeding circumvention, this article is exploring to modernize the corporate organization and to effectively monitor the company daily administration via leveraging and controlling mechanisms empowered by the Corporate Act.
The study result agrees with Japan’s introduction of the alternative system between independent directors and supervisors. A public company has the discretion to appoint independent directors rather than to do the same under a statutory requirement, which helps diminish resistance from corporations or malpractice by passive cooperation. However, once a company has made its decision whether to set up independent directors or not, this study strongly recommends statutory enforcement on a complete system implementation of either independent directors or traditional supervisors.
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