In recent years, the listed companies in China are obligated to introduce the independent directors as their monitors. With regard to internal monitoring system, both the supervisory board and the chairman of the board of directors have coexisted in the board system in Chinese stock companies. It follows that the independent directors are to be the third monitor in the board system. It is, therefore, critical issue to clarify each role and function as a monitor among these three players:
1. Since the independent directors have very little time to work in company and lack information concerning the company, it is difficult for them to perform the function of financial audit. Therefore, it is appropriate for them not to share the role of financial audit, but to perform monitoring about the appropriateness of decision-making of board of directors and the execution of the management duties.
2. The chairman of the board of directors should not monitor but be monitored, because he/she is the chief executive. It is desirable to shift his/her monitoring function to the independent directors.
3. Also, the supervisory board is not able to carry out the function of the appropriateness audit in decision-making of the board of directors, because it doesn't participate in the decision-making process and lacks due independence and specialty as well. It is necessary to introduce the independent auditors so that they could fulfill the function of the financial and compliance audit properly.
This paper shows one hypothesis based on the view that the independent directors and the supervisory board are in a position of the complementary relationship with each other. That is the double monitoring system unique to China, in which the independent directors perform the function of appropriateness audit and the supervisory board executes that of financial and compliance audit.
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