本世纪以来,特别是近几十年来,为提高公司运营效率,适应商事活动之客观需要。各国公司立法开始逐渐强化董事会的职权,相应地股东会职权则大为削弱。因此,有必要明确和强化董事会权利的内在制约与平衡性因素——董事的义务,形成制度性妥协,使其与其他监督机制共同确保董事的行为与公司的利益保持一致。 This century, especially in recent decades, to meet the objective needs of commercial activities in order to improve the operational efficiency of the company. At the beginning of the legislation of various countries, the authority of the board of directors was gradually strengthened, and accordingly the power of shareholders’ meeting was greatly weakened. Therefore, it is necessary to clarify and strengthen the inherent restraint and balance factor of the board’s rights - the obligation of the directors to form an institutional compromise so that they can work together with other oversight mechanisms to ensure that the behavior of the directors is consistent with that of the company.