在我国现行的公司法框架内,上市公司必须同时引入“独立董事”与“监事会”制度来完善公司治理。但是两者之间的职权存在明显冲突,这不仅仅会造成公司管理的内耗,同时也会增加上市公司日常运营的成本和负担。从现行法律体系下董事与监事会之间职权分配的重合与冲突问题入手,以审计 In the framework of the current corporate law in our country, listed companies must introduce the system of “independent directors” and “supervisory board” to improve corporate governance. However, there is a clear conflict of authority between the two. This will not only result in the internal friction of company management, but also increase the cost and burden of daily operation of listed companies. Starting from the coincidence and conflict of authority distribution between directors and board of supervisors under the current legal system,