Based on the demand for single-tier system reform,the 2023 Company Law introduced the audit committee to replace the supervisory board in exercising supervisory powers.This rule differs from both Anglo-American and East A-sian audit committee models,forming a uniquely Chinese audit committee framework.However,the brief provisions have led to multiple theoretical and practical uncertainties regarding the function positioning,organizational structure and opera-tion,and exercise of authority of the audit committee,requiring systematic normative interpretation.The audit committee essentially belongs to the statutory specialized committees and possesses independence in organizational structure,member selection,meeting resolutions,and organizational operations.The transfer of supervisory powers from the supervisory board to the audit committee constitutes an applied model subject to necessary amendments,covering five aspects of business su-pervision,financial supervision,personnel supervision,procedural powers such as proposing the convening and presiding o-ver meetings,and litigation representation.Based on the organizational foundation and power transfer of the audit commit-tee,the accountability of the audit committee needs to distinguish between the responsibilities of the audit committee and the board of directors,and between collective and individual responsibilities of audit committee members to achieve the ra-tional allocation of supervisory rights and responsibilities.Through the implementation of single-tier system reform embed-ded with the audit committee in the board of directors,it helps reduce the organizational structure costs of companies,strengthens the professionalism of supervisory bodies,overcomes information barriers in supervision,and optimizes the su-pervisory function of companies.
single-tier system reformaudit committeesupervisory powerssupervisory accountability
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