现代公司是资产所有权与经营权二权分离的产物,其经营管理是精英即董事之治。董事会既是股东大会的执行机构,又是股份制企业的决策机构,在对外活动和对内执行业务时必须尽到与其知识、经验、能力相适应的注意义务。此种义务是董事作为公司代理人性质和地位的必然要求和体现。 The modern company is the product of the separation of the ownership of assets and the right of management. Its management is the rule of the elite, that is, the directors. The board of directors is both the executive body of the shareholders’ assembly and the decision-making body of the joint-stock enterprise. The board of directors must fulfill its duty of care appropriate to its knowledge, experience and ability in carrying out its external activities and internal operations. Such an obligation is an inevitable requirement and expression of the director as the nature and position of the agent of the company.