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在世界各国的企业制度中,联邦德国企业,尤其是股份公司的领导体制很具特色。按照其法律要求,股份公司设立:代表经营权的董事会,代表监督权的监事会和代表所有权的股东大会三层领导机构。这种突出经营、严格分工、强调均衡的结构,既形成相互制约机制,又有效地发挥了各权的独立作用;比之英美国家股份公司的“董事会和总经理制”,有较大的优越性。联邦德国股份公司与英美股份公司领导体制上最大的差异在于,前者设立由劳资双方代表共同组成,对企业经营活动、资产状况及劳资关系进行日常监督的机构——监事会。联邦德国股份公司的经营决策直接由董事会负责,董事会是公司的法人代表,自主领导公司日常经营业务,不受某个股东指示的约束。对外,董事会实行集体代表制;对内,实行集体领导制,决策须经集体讨论决定,董事长虽然地位重要,但无权否决多数董事的意见。公司一般没有与董事长地位相当的公司总裁,而是在董事会下平行设置几位总经理,对称着董事会下的几个部门,如规划部、综合部等等。
In the corporate systems of countries around the world, the leadership system of federal German companies, especially stock companies, is unique. In accordance with its legal requirements, the joint stock company has established: a board of directors representing the right to operate, a board of supervisors representing the power of supervision, and a three-level leading body of a general meeting of shareholders representing ownership. This structure of outstanding management, strict division of labor, and emphasis on a balanced structure not only forms a mutual restraint mechanism, but also effectively exerts the independent role of each power; it has a greater advantage than the “Board and General Manager System” of British American Corporation. Sex. The biggest difference in the leadership system between the Federal German Stock Corporation and the Anglo American company lies in the fact that the former establishes a supervisory board, which is composed of representatives of both employers and employees and conducts daily supervision of the company’s business activities, assets, and labor relations. The operating decisions of the Federal German Stock Company are directly borne by the Board of Directors. The Board of Directors is the legal representative of the company. It is free to lead the company’s daily business operations and is not bound by the instructions of a shareholder. Externally, the board of directors implements a collective representation system; inwards, a collective leadership system is adopted, and decision-making must be decided by collective discussion. Although the chairman of the board of directors is in an important position, he has no right to veto the opinions of most of the directors. In general, the company does not have the same president of the company as the chairman of the board of directors. Instead, several general managers are set up under the board of directors, symmetrically with several departments under the board of directors, such as the planning department and the general department.