Mechanism Perfection of Restrictionon the control-法搜-中国法律信息搜索网

　　In order to change this situation, some adjustment should be made. First of all, supervisors should have no interest relationship with directors. It is advised to allow social supervisors with special knowledge to join the board of supervisors.Secondly, outside supervision force should be allowed to enter the board of directors. In Japan, supervisors usually come from banks or other companies which has interlink-shareholding or capital loaning relationship with the company and has close business relationship with the company. As the major creditor, the bank knows the company’s business and financial situation very well. The company’s rise and down count for much of its interest. Therefore, the bank could play a very importance role in the corporate governance. In China,　according to the Commercial Bank Law and the Security Law, state-owned commercial banks are not allowed to hold other company’s shares. So those banks will not be the investor of the company. But in my opinion, banks as loaners usually have details of the company’s information, and what’s more, they are staffed with specialists. The advantage of information and specialists added to banks’ interest relationship with the company’s development enable them to play a big role of supervision if banks are allowed to dispatch their representatives to the board of supervisors in the company.
　　 In addition, in order to prevent unreasonable expansion of the power of the board of directors, more authority should be endowed to the board of supervisors. Currently, members of the board of directors are usually representatives of large shareholders. Directors are usually appointed by them. Shareholders’ general meeting’s agenda, proposals and resolutions embodies the interest of these large shareholders. Such practice makes it possible for large shareholders to manipulate the board of directors and infringe middle and minor shareholders’ interest. To expand the role of the board of supervisors, it should be endowed with the right to nominate and dismiss directors. In Germany, directors are elected by the board of supervisors. With the proposal of the board of supervisors, at any time shareholders’ general meeting can dismiss directors. Under such circumstances, though directors represent the interest of large shareholders, they dare not to act at will. Otherwise, they may face the danger of being dismissed.