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监事会退场标志 公司治理向“实质监督”进阶
Zheng Quan Ri Bao·2025-11-01 01:15

Core Viewpoint - The recent wave of A-share companies canceling their supervisory boards signifies a shift towards optimizing corporate governance structures in line with modern standards, rather than a weakening of oversight mechanisms [1][2]. Group 1: Background and Historical Context - The establishment of the supervisory board was driven by the need for power balance in the early stages of capital market development, aimed at protecting shareholder rights, especially those of minority shareholders [1]. - The supervisory board played a crucial role in reinforcing market foundations and building investor confidence during specific phases of capital market development [1]. Group 2: Current Changes and Legal Framework - As the capital market matures and business complexities increase, the supervisory board has revealed shortcomings such as insufficient professional oversight and delayed information acquisition [2]. - The new Company Law, effective July 1, 2024, allows companies to establish audit committees within the board of directors to assume the supervisory board's functions, with a deadline for adjustments set for January 1, 2026 [2][3]. Group 3: Advantages of the Audit Committee - The audit committee is expected to have stronger professional independence, as its members are required to have financial and legal expertise, with independent directors holding a majority [2][3]. - The audit committee can participate directly in major decision-making processes, shifting oversight from post-event checks to real-time evaluations, enhancing risk prevention capabilities [3]. - The integration of supervisory functions into the board clarifies responsibilities, compelling the board to support the audit committee effectively and ensuring a balance of decision-making and oversight [3]. Group 4: Implementation and Future Outlook - The success of the reform hinges on the audit committee's ability to fulfill its supervisory role, which requires stringent criteria for member qualifications, detailed operational guidelines, and transparent communication with minority shareholders [3][4]. - The transition from supervisory boards to audit committees represents a fundamental restructuring of oversight logic in the capital market, focusing on effectiveness over mere compliance [4]. - The anticipated development of a new supervisory system centered around audit committees is expected to enhance shareholder protection and market order, contributing to the high-quality development of the A-share market [4].