随着公司所有权、经营权的分离与“经理革命”的出现,经理阶层的权利日渐膨胀,最终跨越了董事会登上了公司权利的顶峰。如何合理划分、限制经理权利,就成为各国公司法必须应对的一个重大课题。本文着重分析了我国现行经理制度的缺陷,并在相关理论基础上从动态方面提出有关我国经理制度构建的想法。 As the ownership of the company, the separation of management rights and the emergence of the “manager’s revolution”, the rights of managers gradually expanded and eventually crossed the board to board the summit of corporate rights. How to reasonably divide and restrict the rights of managers has become a major issue that corporate law in various countries must cope with. This article focuses on the analysis of the defects of the current manager system in our country, and puts forward the idea of ​​how to construct the manager system in our country based on the relevant theories.