摘要
大型公众公司中,董事会作为经营决策机关的地位受到经营者革命的冲击,为应对实践中的变化,公司法理论做出了应对,如将董事会的职能定位为“监控职能”而非“经营决策职能”。在公司法理论和公司实践均和传统公司法设定的运行环境有巨大变革的情况下,中国2006公司法从制度上对董事会和经理关系做出了修订,如不再规定公司法人代表单一制,法定的经理职权作为公司章程的补充等。
In large-scale public companies, the status of the board of directors, as the operational and decision making organ, has been revolutionary impacted by operators. To deal with the changes occurred in the practice, the Company Law has made the relevant changes accordingly. For instance, it changes the functions of the board of directors to the ＂supervision and controlling functions＇rather than the ＂operational and decision making functions＂. Given the fact that both the theories and the practice of the Company Law have been significantly different from the implementation environment the traditional Company Law had framed, the 2006 PRC Company Law has made amendments to the relationship between the board of directors and managers from the systematic angle, e.g. ： it no longer provides for the unitary legal representative system and it no longer provides that the statutory authorities entitled to managers shall be supplements to the articles of association of companies.
出处
《河北法学》
CSSCI
北大核心
2006年第6期98-102,113,共6页
Hebei Law Science
