| Summary: | 碩士 === 國立高雄大學 === 法律學系碩士班 === 107 === On December 20, 2005, the legislature passed the third reading of the Securities and Exchange Act and introduced the Independent Directors and the audit committee system. It is considered that the audit committee composed by the independent directors can replace the supervisors and can solve problem of corporate malpractice caused by the ineffective supervisory function. Besides, it is expected that since January 1, 2020; in addition to the finance holding companies that own all shares of the financial industry shall establish either an audit committee or a supervisor, listed companies shall establish an audit committee in lieu of a supervisor. However, according to the “2018 White Paper on SMEs” issued by the Small and Medium Enterprise Administration, Ministry of Economic Affairs on October 31, 2018, in 2017 the number of SMEs in Taiwan was 1.43 million and 7,616; accounting for 97.7% of the total enterprises. Yet the majority of SMEs in Taiwan is Non-Public Companies and is to let the supervisory function of supervisor work effectively. This study believes that it’s necessary to explore this concept.
In the Companies and Corporations Act of civil law system, the power structure of companies imitates the Political Democracy to have the balancing constraint of the separation of powers, and to ensure the normal operation of companies. The Shareholders' Meeting is the highest authority and resolves on the policy to maintain self-benefits. The board of directors is the executive agency and establishes the company policy to benefits company development. The supervisor is responsible for the supervision of business enforcement and the approval of company accounting. Nevertheless, based on the Article 233 of the Companies and Corporations Act “In case a director of a company transacts a sales with, or borrows money from or conducts any legal act with the company on his own account or for any other person, the supervisor shall act as the representative of the company.”; it derivatives the confusion problem of business enforcement power and power of audit.
Through the process of writing this study, it can review the inadequacies in the legal design of Supervisory system of Supervisors in Taiwan; and for the shortcomings, it will take into account the views of scholars. This study will sort out relevant reference and practical insight to propose a solution to the long-standing ineffective supervisory function of Supervisory system of Supervisors in Taiwan; and to provide humble opinions in connection with the confusion problem of business enforcement power and power of audit.
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