Disputation: The Supervisory Role of the Board in China
Master of Laws Basang Wangdui at Department of Private Law will be defending the thesis: The Supervisory Role of the Board in China: A Comparative Study of Legal Evolution, Transplantation and Influence from Germany and the United States for the degree of Ph.D.
Dec. 5, 2019 10:15 AM–11:00 AM, Theologisk eksamenssal, 2nd floor, Domus Academica
- Professor Jukka Mahonen, University of Oslo (leader)
- Dr. Anne-Christin Mittwoch, Phillips-Universität Marburg (1. opponent)
- Professor Jianbo Lou, Peking University Law School (2. opponent)
Chair of defence
- Vice Dean Alf Petter Høgberg
- Professor Beate Sjåfjell
- Professor Jan Andersson
Introduction and Issues
Corporate management needed to be supervised effectively is a widely accepted idea in today’s world. This is certainly true in developing countries such as China. Corporate internal supervision is mainly conducted by the board of supervisors and independent directors in China. China has established its board structure and internal supervision system through legal transplantation. Nevertheless, the internal supervision system conducted by Chinese boards is far from achieving its desired goals. What were lost during the legal transplantation process? Why Chinese model has not been so successful? These are the main issues which are dealt with in this thesis.
Purpose and Method
The main purpose of this thesis is to analyze and assess the supervisory role of the boards in China. To achieve this goal, this thesis starts out with discussing the supervisory role of the boards in theory, setting the stage for further discussions. Based upon the theoretical analyses, the thesis moves into a comparative analysis of the supervisory role of the board.
The method applied in this thesis is mainly comparative law method. By selecting Germany and the United States as two comparative targets, the comparative study firstly discusses the legal evolution of the supervisory role in selected jurisdictions, and then goes into deep to discuss the transplantation of the supervisory board and the institution of independent directors in China. Furthermore, close comparisons are made of the supervisory role conducted by the supervisory board between Germany and China and the supervisory role conducted by independent directors between the United States and China. Through these close comparisons, not only pros and cons of each institution have been explored, but also the problems with these institutions in China are further revealed and analyzed.
In addition, in consideration of the fact that certain parts of this thesis deal with legal evolution and transplantation issues, the application of historical legal research method or even comparative legal history method has become inevitable. Therefore, these methods are applied as supplementary methods of the comparative law method in this thesis.
In light of the purpose and method described previously, the research questions for this thesis are the following:
- What is the supervisory role of the boards and why does it matter?
- How has the supervisory role of the board emerged and evolved in Germany and the United States and how has it been transplanted into Chinese law?
- What do the comparisons conducted on the supervisory role of the boards amongst these selected jurisdictions tell us?
- What are the lessons learnt concerning the supervisory role played by the boards in China?
Findings and Conclusions
Drawing on the analyses conducted in this thesis, major findings and lessons learnt from China and possible solution for future reform in China conclude the thesis. This thesis concludes: the supervisory function of the board of supervisors is not well-established in China; independent directors’ supervisory function has become a secondary function in practice and the supervisory function performed by the board of supervisors and independent directors is overlapping and needs to be coordinated.