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公司治理结构是关于公司所有者(股东)与经营者之间关系的一套制度安排。通过建立一套具有明确分工的权利分配体系,可以支配和协调公司利益相关者之间的关系,并通过这种制度来实现预期的经营目标。一般认为,公司治理结构主要包栝三个组成部分,即所有者(股东)、法人及其法人代表(董事会)和高级管理层。其要旨在于明确划分股东、董事会和经理人员各自的权力、责任和利益,形成三者之间的制衡关系。英美模式、日德模式是公司治理的两种典型模式。本文重点介绍英美和日德模式之下董事会的构建及运作情况。
The corporate governance structure is a set of institutional arrangements concerning the relationship between the owner (shareholder) of the company and the operator. By establishing a system of distribution of rights with a clear division of labor, it is possible to govern and coordinate the relationships among the company’s stakeholders and to achieve the desired business objectives through such a system. It is generally assumed that a corporate governance structure consists mainly of three components, namely, the owner (shareholder), the legal person and its legal representative (board of directors), and senior management. Its main purpose is to clearly divide the respective powers, responsibilities and interests of shareholders, board of directors and managers to form a balance between the three. The Anglo-American model and the Japanese-German model are two typical models of corporate governance. This article focuses on the construction and operation of the board of directors under the Anglo-American and Japan-Germany models.