清华金融评论·2025-06-10 10:31Core Viewpoint - A wave of corporate governance reform is sweeping through financial institutions in China, driven by the recent amendment to the Company Law, which allows companies to delegate the functions of the supervisory board to the audit committee of the board of directors, thus eliminating the mandatory requirement for a supervisory board [2][6][7]. Group 1: Background and Legislative Changes - The revised Company Law, effective from July 2024, explicitly permits joint-stock companies to exercise the functions of the supervisory board through an audit committee established by the board of directors, removing the compulsory establishment of a supervisory board [6][7]. - This legislative change is expected to lower corporate governance costs, prompting more financial institutions to initiate governance reforms [4][7]. Group 2: Actions Taken by Financial Institutions - Since April 29, 2023, several major state-owned banks, joint-stock banks, and city commercial banks have announced the abolition or non-establishment of their supervisory boards, including the five major state-owned banks: Industrial and Commercial Bank of China, Agricultural Bank of China, Bank of China, China Construction Bank, and Bank of Communications [4][5]. - In the securities sector, the first company to abolish its supervisory board was Caixin Securities on March 3, 2023, followed by other firms like Guoyuan Securities and Huaxin Securities [5]. - Foreign insurance companies have also been quick to act, with Japan Property Insurance (China) Co., Ltd. announcing the abolition of its supervisory positions on April 20, 2023 [5]. Group 3: Implications and Challenges - The shift from a supervisory board to an audit committee raises concerns about the effectiveness of oversight, as the audit committee, composed entirely of directors, may face conflicts of interest when supervising the board itself [9]. - The transition also includes provisions for former external supervisors to potentially become independent directors, provided they meet the qualifications and adhere to a tenure limit of six years [9].