在公司治理结构中，董事会负责重大决策，经理层负责日常经营管理，二者的职能分工在相关法规和公司章程中都有明确规定，是雇用和被雇用的关系。在我国经济转轨过程中，企业管理层面临的主要问题是缺乏独立性，要么由于大股东在董事会中占据垄断地位而完全听命于董事会；要么 In the corporate governance structure, the board of directors is responsible for making major decisions and the manager is responsible for day-to-day management. The division of functions between the two is clearly stipulated in the relevant laws and regulations and the articles of association of the company. It is a relationship between hiring and being hired. In the course of our country's economic transition, the main problems that the enterprise management faces are the lack of independence or the complete obedience of the majority shareholder to the board of directors due to the monopoly position of the major shareholder in the board of directors. Either