一、引言股份有限公司,是指全部资本分为股份,股东仅就其所认股份对公司债务承担责任的公司形式。股份有限公司是典型的资合公司,即公司的营业活动以公司的资产为基础而非以股东的个人信用、股东间的关系为基础。与有限责任公司相比,股份有限公司具有公开性的特点,有利于规模经营。但是当公司规模扩大到一定程度,由于股东众多且所处社会阶层不同,通过股东大会亲自进行公司治理并不现实,于是公司治理逐渐 I. INTRODUCTION A company limited by shares refers to the company form in which all the capital is divided into shares and the shareholders only take the responsibility for the debts of the company for which they subscribe. A company limited by shares is a typical Fitch company, whose business activity is based on the company’s assets rather than on the shareholder’s personal credit and the relationship among shareholders. Compared with a limited liability company, limited liability company has the characteristics of openness, is conducive to the scale of operation. However, when the company expands to a certain extent, due to the large number of shareholders and different social strata, it is unrealistic to conduct corporate governance through the shareholders’ general meeting. Therefore, corporate governance gradually