我国公司在董事会治理方面虽然依法建立了相应的治理机构,但并未能形成有效的治理机制。公司董事长仍然包揽一切,董事会在公司决策中远没有起到应有的作用。本文结合修订前的公司法,说明了董事会未能充分发挥作用的法律成因,新《公司法》对董事会的完善及不足。 Although our company has established the corresponding governing body in the governance of the board of directors according to law, it has not formed an effective governance mechanism. The chairman of the board still swept everything and the board of directors did not play its due role in corporate decision-making. This article, combined with the pre-amended company law, explains the legal reasons why the board of directors fails to fully play its role and the improvement and deficiency of the new “company law” on the board of directors.