略论股份有限公司董事会的构造

On the Construction of the Board of Directors of the Company Limited by Shares

董事会的构造涉及到董事的选任与资格、董事会的规模与更新、内部负责人和机关的设置等问题。比较其他国家公司法，我国采用了国际通例并在实践中形成了一套完整系统的作法。但现存董事会构造问题很突出，反映出有关立法与现实不相适应。本文就此进行了粗浅探讨。

Abstract The construction of the board of directors of the company limited by shares is associated with the appointment and qualification of directors,the size of the board of directors and its reconstruction,and the appointment of leaders and setting up of offices etc.Chinas Company Law has adopted the general rules of other countries company laws,but there are still big problems in constructing the board of directors,which shows the incompatibility of legislation to the company practice.This article deals with these problems and makes some proposals for the solution of these problems.