Abstract:To clarify the theoretical basis of the Corporation's Supervisory system makes a great difference on the development and perfection of the modern corporation supervisory system, even the corporation law. This article discusses the inevitability of the existence of the Supervisory Board as a check and balance organ under the guide of modern corporate governance theory; discloses that self government of private law and the check and balance principles are the two legal foundations of establishment of the corporation's supervisory system. Finally, applying the sociological theory of the structure and function, it analyzes the special function of the corporation's supervisory system.