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董事会在公司治理机制中发挥关键作用。伴随着公司治理的发展,董事会职能经历了由经营管理到监督,再从监督到监督和决策并重的变迁过程。股权分置改革后,我国公司治理呈现以下特征:国有股“一股独大”状况得到改善;公司控制权市场逐步形成;中小股东的利益逐渐得到保护;公司治理目标由股东价值最大化转变为企业价值最大化。公司治理的变化促使董事会职能发生相应的调整,董事会职能应从权利格局、组织结构、董事素质与激励约束机制、董事会与经理的职责方面实现重塑。
The board of directors plays a key role in the corporate governance mechanism. With the development of corporate governance, the functions of the board of directors have undergone a transition from operation and management to supervision and from supervision to supervision and decision-making. After the non-tradable shares reform, the corporate governance of our country shows the following characteristics: the state-owned shares have been greatly improved; the control market of the company has been gradually formed; the interests of minority shareholders have been gradually protected; the corporate governance objective has been transformed from the maximization of shareholder value To maximize the value of the enterprise. Changes in corporate governance prompted the board of directors to adjust their functions accordingly. The functions of the board of directors should be reshaped from the aspects of the right structure, the organizational structure, the qualities of directors, the incentive and restraint mechanisms, and the responsibilities of the board of directors and managers.