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1,The relationship between supervisors and corporation is delegation and this opinion should be definitively provided in the Company Law referring to the Contract Law’s provisions about agency. Supervisors should exert the power of supervision under the law and authorization, and assume the burden of supervisory misplay.
2, Heightening supervisors’ positive qualifications，such as the aspects that supervisors should be experts in law, accounting or audit.; persons having close relations to directors may not occupy the position of supervisor; at the least of half of the all supervisors should had not been directors or managers in corporation or other relative corporations .
3, Adopting Cumulative Voting in the election of supervisors and ensure the floor of Minority Shareholders in the supervisory board. And the Law should provide legal reasons for the deposition of supervisors, such as expiration of the term of office, voluntary resignation, judgment of the court ,or resolutions of shareholders'' general meeting, etc.
4, Intensifying the functions and rights. The supervisory board has plenary rights to inspect, including: attending the meetings of the board of directors as a nonvoting delegate and enjoy the rights of inquiry, statement and advising; investigating directors’ behaviors of irregularity on the business; requiring directors’ report oral or on paper; etc. And if the board of director reject the suggestion of the supervisory board to convene an interim shareholders'' general meeting, it can convene without the board of director’s agreement.
The supervisory board also enjoys the right to decide whether to advise to dismiss directors or managers and commence a lawsuit against them.
5, Providing supervisor’s responsibilities. If an officiating supervisor infringes the interests of corporation, he should atone to corporation. If an officiating supervisor damages other person’s benefits or interests because of his illegal behavior, he and his corporation own joint liability to the person. If shareholders commence a lawsuit against supervisors and recover in the end, the supervisors own a burden of compensation. And when supervisors own a burden of compensation to corporation or other persons, if a director own the same burden, they are joint obligors.
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