外部董事制度,主要是指在英美等国家实行的,由公司外部人员担任公司董事并在董事会中占据主要比例和主导地位的董事会制度。这种引入外部独立因素的制度设计,起源于西方国家的公司治理思想,这一制度意在避免董事成员与经理人员的身份重叠和角色冲突,保证董事会独立于管理层进行公司决策和价值判断,从而更好地维护股东和公司利 The system of external directors mainly refers to the system of board of directors practiced in Britain, the United States and other countries and externally owned by the company and served as the major proportion and leading board of directors in the board of directors. This system of introducing external independent factors originated from western countries’ corporate governance thought. This system aims to avoid the overlap of roles and identity of directors and managers, to ensure that the board of directors can make decision and value judgment independently of management, So as to better safeguard the shareholders and corporate profits