(A), the conceptual differences

The external supervisor refers to the supervisor outside the company, and the executive supervisor refers to the supervisory body composed of only one person.

(B), the difference between responsibility

Basic duties of external supervisors.

The basic duty of external supervisors is to objectively judge the legality of business execution, and their functions and powers specifically include business, financial supervision, proposal deliberation, attending board meetings to present opinions, directors' right to speak, stopping claiming rights and litigation agency. The power of business and financial supervision gives external supervisors the right to ask directors, managers and other employees of the company to provide business reports or investigate the business and property status of the company and its subsidiaries at any time; The right to review proposals mainly refers to the right to review proposals and documents put forward by directors; The right to stop the claim means that when the director violates the law or harms the interests of the company, the external supervisor has the right to ask him to stop; The right of representation in litigation is to represent the company in the litigation between the company and the directors, and to represent the minority shareholders in the litigation against the directors.

There seems to be no difference between external supervisors and independent directors, but it is not. From the perspective of corporate governance, the independent director system adapts to the unitary governance structure and the external supervision adapts to the dual governance structure. The unitary governance structure, represented by the United States, refers to the establishment of the board of directors by electing several directors at the shareholders' meeting of the company without appointing or removing senior managers such as managers; The dual governance structure represented by Japan means that the shareholders' meeting is the highest authority, and the board of directors and the board of supervisors are elected by the shareholders' meeting. The board of directors is the highest decision-making body, and the board of supervisors comprehensively supervises the board of directors, both of which are responsible for the shareholders' meeting.

2. Perform the duties of supervisors.

1. Preside over the overall work of the Board of Supervisors and organize the convening of the Board of Supervisors; 2. The board of supervisors shall report its work to the general assembly or the general assembly; 3. Supervise the performance of the board of directors and management personnel and the implementation of the system; 4. Supervise and inspect the cooperative's production plan, marketing plan, capital accumulation and surplus distribution; 5, supervision and inspection of cooperative funds operation, expenses and social affairs disclosure; 6. On behalf of the Board of Supervisors, propose to convene an interim council, a general meeting of members or a general meeting of members; 7. Perform other functions and powers granted by the general meeting of members or the general meeting of members and the board of supervisors.

Legal basis:

Company Law of the People's Republic of China

Article 51 A limited liability company shall set up a board of supervisors with not less than three members. A limited liability company with fewer shareholders or smaller scale may have one or two supervisors instead of a board of supervisors. The board of supervisors shall include an appropriate proportion of shareholders' representatives and employees' representatives, of which the proportion of employees' representatives shall not be less than one third, and the specific proportion shall be stipulated in the articles of association. The employee representatives in the board of supervisors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections. The board of supervisors shall have a chairman, who shall be elected by more than half of all supervisors. The chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, more than half of the supervisors shall jointly nominate a supervisor to convene and preside over the meeting of the board of supervisors. Directors and senior managers shall not concurrently serve as supervisors.

Article 52 The term of office of a supervisor is three years. Upon expiration of the term of office, a supervisor may be re-elected. Where the supervisor fails to be re-elected in time upon the expiration of his term of office, or the members of the board of supervisors are less than quorum due to the resignation of the supervisor during his term of office, the original supervisor shall still perform his duties in accordance with laws, administrative regulations and the Articles of Association before the re-elected supervisor takes office.

Brief summary:

Differences between external supervisors and shareholders' supervisors: Conceptual differences: External supervisors refer to supervisors who are held by people outside the company, and executive supervisors refer to supervisory institutions composed of only one person.