上市公司治理中董事监督义务构造研究

Research on the Construction of Supervisory Obligations of Directors in the Governance of Listed Companies

摘要: 随着我国资本市场不断发展，上市公司治理丑闻时有发生，显示出我国上市公司治理仍存在诸多问题。而上市公司治理机制失灵往往会导致公司和公众投资者遭受巨大损失。我国《公司法》从创设至今已经五次修改，将域外独立董事制度和监事会制度纳入公司治理体系，但效果不甚理想。本次《公司法》修订重点之一是公司治理模式中股东会中心主义向董事会中心主义的转变。董事不仅需要承担经营责任，还需要发挥监督作用，填补公司内部监督制度上的缺位。

Abstract: With the continuous development of China’s capital market, scandals have occurred frequently in the governance of listed companies, indicating that there are still many problems in the governance of listed companies in China. The failure of the governance mechanism of listed companies often leads to huge losses for companies and public investors. Since its establishment, China’s Company Law has been revised five times, incorporating the system of independent directors and supervisory boards from outside the country into the corporate governance system, but the effect is not ideal. One of the key points of this revision of the Company Law is the shift from shareholder centrism to board centrism in the corporate governance model. Directors not only need to bear operational responsibilities, but also need to play a supervisory role to fill the gaps in the company’s internal supervision system.