| Summary: | 碩士 === 國立高雄大學 === 法律學系碩士班 === 107 === Among different supervision systems of corporate governance, US adopts one-tier board system. In one-tier board system, only the board is responsible for overseeing the execution of business operations of the company. The supervisory aspect of independent director is reinforced in one-tier board system, while independent director is still member of the board. Audit committee composed of independent directors is an organization belongs to the board. Taiwan adopts parallel two-tier board system, which mainly holds supervisor responsible for overseeing the execution of business operations of the company. Supervisor is an internal independent agency of the company and independently operates outside the board of directors. The most important difference between supervisor and independent director, beside the authority of supervising the execution of business operations, is that supervisor is responsible for inspecting the business conditions and financial statements of the company and reporting the result to board of shareholders. Supervisor and independent director are two highly different systems. Since public company has more considerable size and impact on the society and economics than private company, legislators expect public company to be regulated by stricter internal supervision system. Taiwan’s Securities and Exchange Act introduced the independent director and audit committee system during the amendment in 2006, therefore revolutionized the internal supervision systems of Taiwanese public companies.
But legislator misunderstood these two systems and therefore caused the 2006 amendment fail to improve the performance of Taiwan’s corporate governance. First, legislator incorrectly viewed independent director system as a stricter supervisory regulation than supervisor system and therefore more suited for public company. In fact, as an independent agency, supervisor is more suited for overseeing board of directors and managers than independent director. Second, legislator incorrectly made the regulations of supervisor directly apply mutatis mutandis to the audit committee composed of independent directors. However, the legislative history and legislative purpose of these two systems are both different, and therefore have different organization, duties and power. The main difference between these two systems is that supervisor is designed as an independent agency. Making regulations of supervisor directly apply mutatis mutandis to audit committee will cause serious problems, including the lack of regulation of inspecting financial statement for companies adopting audit committee system, and the problem of self-supervision. To solve these problems and reinforce corporate governance, this article suggests legislator to avoid the legislation technique of applying mutatis mutandis, consider the fact that the core value of one-tier board system is holding board of directors responsible for supervising the execution of business operations of the company, and improve the existing supervisor system in Taiwan to make these two systems independently available and effective for Taiwanese companies to choose.
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