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股东与董事会之间的信任托管关系和董事会与经理人员之间的委托代理关系这两者,在性质、权责和利益等方面都存在着很大的不同,概括而言,在信任托管关系中,股东大会把对公司法人时产的责任全部委托给董事会,不设立与绩效挂钩的激励办法,不能随时更改托管关系,而在委托代理关系中,董事会只是把部分经营权力(日常经营管理权)委托给了高层执行官员,需要设置雇用和激励机制,可按程序随时召开董事会撤换高层执行官员,委托代理关系也存在于公司内部,如总经理与部门经理,经理与推销员等等,这种关系常常是多层级的,但都不涉及产权关系。
There are great differences in nature, powers, responsibilities, and interests between the trusteeship relationship between shareholders and the board of directors and the principal-agent relationship between the board of directors and managers. In summary, trust trusteeship relations The general meeting of shareholders entrusted to the board of directors all responsibility for the company’s production of time, and did not establish incentives linked to performance, and could not change the custody relationship at any time. In the principal-agent relationship, the board of directors only gave partial management power (day-to-day management rights). Commissioned to high-level executive officials, the need to set up employment and incentive mechanisms, according to the procedure can be held at any time to replace the high-level executive director of the board of directors, commissioned agency relations also exist within the company, such as general manager and department manager, manager and salesman, etc. Relationships are often multi-tiered but do not involve property rights.