论文部分内容阅读
董事会是股份公司治理结构的核心部分。本文通过对日本企业董事会现状的分析,揭示出相对于欧美企业,日本的董事会具有人数多、内部董事比例高且同质化、决策职能、执行职能和监督职能没有分开等特点,其结果是董事会在公司治理中事实上已蜕变成仅是应商法要求而存在的机构。为改变这种状况,日本现正从修改商法入手对董事会进行变革。
The board of directors is the core part of the corporate governance structure of the company. Through the analysis of the status quo of the Japanese business board, this paper reveals that compared to European and American companies, Japan’s board of directors has a large number of people, a high proportion of internal directors and homogenization, decision-making functions, executive functions and supervisory functions are not separated, and the result is the board of directors. In fact, corporate governance has degenerated into an institution that only exists under the requirements of commercial law. In order to change this situation, Japan is now beginning to modify the business law to reform the board of directors.