The Market for Controlling Rights, Independent Directors System and Supervisory Board Governance - A New View Based on Comparative Institutional Analysis

Focusing on the theoretical issue on the "reinforcement theory" and the "rejection theory" of board of supervisors in recent years, this paper analyzes the characteristics of historical-path dependency in the evolution of independent directors system and supervisory board system. Meanwhile, it also demonstrates the necessity of reinforcing the supervisory board governance based on the reality of the incompletion of the market for controlling rights and the "independence paradox" existing in the independent directors system of our country nowadays. Finally, the paper proposes to perfect the supervisory board system as a breakthrough to drive the overall optimization of governance structure in China\´s listed companies