公司治理下的董事会职权体系完善研究

Research on Improvement of the Authority System of the Board of Directors under Corporate Governance

构建国际化营商环境,激发市场主体活力,推动公司治理现代化,是此次公司法修改承载的历史使命。我国公司法长期以来一直采取股东会中心主义,董事会地位一直处于比较尴尬的夹层境地,作用也得不到应有的发挥。本文试从确立董事会中心主义立场入手,从董事会在公司治理体系中的定位,完善董事会职权体系应遵循的基本原则出发,提出了七项完善董事会职权体系的建议,以期对我国公司法的修改能起到微薄之力。

After the civil code,the amendment of company law has become the next focus of legislation.The historical mission of this amendment is to build an international business environment,stimulate the vitality of market players and promote the modernization of corporate governance.For a long time,the company law of our country has been adopting the shareholder’s meeting centralism,and the board of directors has been in an awkward situation,and its role has not been brought into full play.This paper tries to establish the board of directors centralism position of China’s company law,from the positioning of the board of directors in the corporate governance system,improve the basic principles of the board of directors authority system should follow,put forward seven specific suggestions to improve the board of directors authority system,in order to promote the improvement of China’s corporate governance system,in order to play a modest role in the amendment of China’s company law.