Article 148 of the Company Law stipulates: "Directors, supervisors and senior managers shall abide by laws, administrative regulations and the articles of association of the company, and have the obligation of loyalty and diligence to the company." Supervisors play an important role in the company and are given the power to supervise or manage the company's affairs within the scope of laws and articles of association. They should also exercise their power for the best interests of the company, and they also have strict obligations stipulated by law and the articles of association. Supervisors shall first have the obligation to abide by laws, administrative regulations and the Articles of Association. On the premise of abiding by laws and the Articles of Association, they shall perform their duty of loyalty and diligence and shall not engage in illegal business activities. The duty of loyalty and diligence of supervisors is a legal obligation to the company, not to individuals or some shareholders. As the supervisor of the company's property, the supervisor should be the interest management company's property, supervise the operation of the company's property, ensure the safety of the company's property and realize the company's economic interests, not for the interests of individuals or some shareholders. Article 148 of the new Company Law stipulates: "Directors, supervisors and senior managers who violate laws, administrative regulations or the articles of association when performing their duties in the company shall be liable for compensation." Supervisors enjoy the rights conferred by laws and articles of association, participate in the management and supervision of the company's affairs, and have the obligation of loyalty and diligence to the company. When performing the duties of the Company, it shall exercise its functions and powers, perform its obligations and safeguard the interests of the Company in accordance with laws and articles of association. In order to urge supervisors to exercise their rights and perform their obligations for the company's interests in accordance with the law, so that the company's legitimate rights and interests can be restored or compensated when they are infringed, the Company Law clearly stipulates the legal responsibilities that supervisors bear when they illegally perform their duties and cause damage to the company.
According to the provisions of this article, the supervisor shall meet the following conditions for assuming the liability for compensation: first, there must be the fact that the company has been damaged; Second, the damage behavior must be the behavior of the actor in violation of laws, administrative regulations or the company's articles of association to perform the company's duties. Because this law clearly stipulates that the company's supervisors have the duty of loyalty and diligence to the company, it is also against the law for the supervisors not to perform the duty of loyalty and diligence; Third, there must be a causal relationship between illegal acts and damage facts; Fourth, the actor must be at fault, that is, he must be at fault or intentionally. According to the nature and specific situation of the infringed company's rights and interests, we can take different ways to bear the responsibility, mainly to compensate the company's property losses.
Second, the role of the board of supervisors
The board of supervisors is responsible to the shareholders' meeting. Supervise the company's finance and the legality of the company's directors, presidents, vice presidents, chief financial officers and secretary of the board of directors in performing their duties, and safeguard the legitimate rights and interests of the company and its shareholders.
The company shall take measures to protect the supervisor's right to know, and provide the supervisor with necessary information and materials in time, so that the board of supervisors can effectively supervise, inspect and evaluate the company's financial status and operation and management. According to the requirements of the board of supervisors, the president shall report to the board of supervisors the signing, execution, capital utilization and profit and loss of major contracts of the company. The president must guarantee the authenticity of the report.
When the board of supervisors finds that directors, managers and other senior managers violate laws, regulations or the articles of association, they may report to the board of directors and the shareholders' meeting, or directly report to the securities regulatory body and other relevant departments.
Third, the main forms of the board of supervisors
Main forms of supervision by the board of supervisors. In order to complete the supervision function, the board of supervisors should not only carry out accounting supervision, but also carry out business supervision. There should be not only post supervision, but also supervision in advance and in the process (that is, supervision in the process of planning and decision-making). The business supervision of the board of supervisors on operation and management includes the following aspects:
First, notify the management agency to stop its illegal behavior. If a director or manager violates laws and the articles of association and engages in business activities beyond the registered business scope, the supervisor has the right to notify him to stop the behavior.
Second, investigate the company's financial situation at any time, consult account books and documents, and have the right to ask the board of directors to provide information to it.
The third is to review various statements prepared by the board of directors and provided to the shareholders' meeting, and report the audit opinions to the shareholders' meeting.
Fourth, when the board of supervisors thinks it is necessary, usually when the company has major problems, it can propose to convene a general meeting of shareholders.
In addition, under the following special circumstances, the board of supervisors has the right to represent the company:
First, when there is a lawsuit between the company and the directors, unless otherwise provided by law, the supervisory organ will handle relevant legal affairs on behalf of the company as a litigant.
Second, when the directors themselves or others negotiate with the company, the board of supervisors will negotiate with the directors on behalf of the company.
Third, when the supervisor investigates the business and financial situation of the company and consults the account books and statements, he entrusts a lawyer, accountant or other supervisory legal person to represent the company.
The above is the relevant legal content about the position of supervisors in the company collected for everyone. In fact, there is no need to set up a board of supervisors, but since there are three supervisors, it is necessary to set up a board of supervisors. Of course, this is for small companies. If the company is large, it is still necessary to set up a board of supervisors.