日本企业的董事会改革

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 Reform on the Board of Directors in Japanese Firms

The Board of Directors is the core of corporate governance structure. By analyzing the current situation of Japanese enterprise`s Board of Directors, this paper points out that Japanese enterprise`s Board of Directors consists of more member, high rate of inside directors, the function of decision, administration and supervision are not separated when compated with that of American and European enterprises. The result is that Japanese enterprise`s Board of Directors has been turned into a organization which exists just for the requirement by the Commercial Law. In order to change this kind of state, Japan is starting to improve the board of directors now with amendment of the Commercial Law.