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本文从对美国公司法中外部董事制度的利弊分析上入手,同时结合我国实际情况指出:外部董事的独立性有利于健全企业治理结构中股东、董事会和经理人员之间的制衡关系,以保护中国上市公司中小股东及其他利益相关者的利益。但与此同时,由于其作为外来制度本身的弊端,我国在进行制度引进的同时须注意相关问题,扬长避短以优化我国上市公司治理结构。
Based on the analysis of the advantages and disadvantages of the external director system in the American company law, this article points out that the independence of the external directors is conducive to improving the balance between the shareholders, the board of directors and the managers in the corporate governance structure in order to protect China Interests of minority shareholders and other stakeholders in listed companies. However, at the same time, due to its drawbacks as an external system itself, our country should pay attention to relevant issues while introducing the system and avoid weaknesses in order to optimize the governance structure of listed companies in our country.