近期多家银行及保险机构拟撤销或不再设立监事会

Core Viewpoint - The cancellation of the supervisory board by various financial institutions indicates a significant reform in corporate governance, driven by the revised Company Law and regulatory encouragement for more adaptable governance structures [2][4][5]. Group 1: Background and Legal Framework - On May 21, 2024, Changsha Bank announced it would no longer establish a supervisory board, transferring its functions to the audit committee of the board of directors [2]. - The recent trend of abolishing supervisory boards spans across state-owned commercial banks, joint-stock banks, local city commercial banks, rural commercial banks, and even insurance companies [2][4]. - The revised Company Law allows limited liability companies to set up an audit committee within the board of directors to perform the functions of a supervisory board, thus eliminating the need for a separate supervisory board [4][5]. Group 2: Reasons for Abolishing the Supervisory Board - The overlapping functions of the supervisory board and the audit committee have led to inefficiencies and increased operational costs for financial institutions [3][5]. - The decision to abolish the supervisory board is influenced by various factors, including the institution's development strategy, operational scale, business complexity, and internal governance status [5][7]. - The new Company Law provides legal grounds for financial institutions to adopt a single-tier governance model, allowing them to make this decision [5][7]. Group 3: Transition of Responsibilities - The audit committee under the board of directors will take over the responsibilities previously held by the supervisory board, as seen in announcements from several banks [6]. - The audit committee, typically composed of independent directors, will focus on overseeing financial reporting, internal controls, and risk management [6]. - This shift reflects a move towards a more flexible and adaptive governance structure, enhancing the role of the audit committee in corporate governance [6][7]. Group 4: Implications of the New Governance Structure - The new governance model allows financial institutions to tailor their governance structures based on their specific circumstances, potentially improving operational efficiency [7]. - A single-tier governance model can reduce friction in internal checks and balances, enhancing decision-making efficiency, especially in a rapidly changing financial market [7]. - Smaller financial institutions may benefit from reduced operational costs by not establishing a supervisory board, allowing for better resource utilization [7]. Group 5: Controversies and Challenges - There are concerns regarding whether the audit committee can effectively fulfill the supervisory board's duties and maintain independent oversight [8][9]. - The potential conflict of interest arises as the audit committee, composed entirely of directors, supervises the board itself, which may hinder effective checks and balances [9].