| Summary: | 碩士 === 嶺東科技大學 === 財經法律研究所 === 97 === The aim of a company’s legal system is to harmonize the conflict interests among stakeholders for pursuing the company’s maximum value. However, in the recent years, companies have encountered the financial storm in Asia area, and the financial crisis of local enterprises in Taiwan, plus the event of fraud account in Enron Company, dozens of fraud and misstatement in the corporation’s financial statements were bumping up in the capital markets all over the world, and were resulted in a collapse of investors’confidence as well as stock price. Therefore, in 1999 OECD announced “Principles of Corporate Governance （revised in 2004）” which covers the rights of shareholders, the equitable treatment of shareholders, the role of stakeholders, disclosure and transparency of information and the responsibility of the board and provides references for its member countries and non-member countries. The era for globalization and standardization of corporate governance has come. The flaws of company governing have been faced by most of the countries in the world, and Taiwan and the PRC are no exception. To mend these flaws, Taiwan and the PRC try systematically to introduce the system of independent directors, as is adopted by some developed countries. It is hoped that independent directors will be able to resolve the difficulties created by the inability of the Supervisors（Supervisory Committee） to perform their duties properly. After the Independent Director’s system has been introduced and legislated, the situation that two kind of supervisions （Supervisory Committee）coexist has appeared in the structure of the company in Taiwan and the PRC. To be sure, there are some conflicts between these two systems. Hence, this article is try to understand in depth the flaw of internal corporate governance and then discuss how to improve the Supervisors（Supervisory Committee）system of Taiwan and the PRC in order to avoid or reduce enterprise’s financial crisis and take place once again . Meanwhile suggestions of how to improve the Supervisors（Supervisory Committee）system of Taiwan and the PRC are offered.
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