吴敬琏说,任何一个董事会下面都会设立4个委员会:执行委员会、提名委员会、薪酬委员会、审计委员会(中国内地为监事会)。为了达到制衡的目的,除了第一个委员会,后面三个委员会都必须由非执行董事占有控制地位,由非执行董事担任主席。美国企业以前因为股权非常分散,经常出现一种内部人控制的情况,就是经理人员控制着整个公司,根本不管所有者的利益,所以80年代以后,就规定了非执行董事要在董事会里 Wu Jinglian said that there will be four committees under any one board of directors: Executive Committee, Nomination Committee, Remuneration Committee and Audit Committee (Mainland China as the Supervisory Board). In order to achieve the purpose of checks and balances, all the three committees except for the first committee must be controlled by the non-executive directors and the non-executive directors should be chaired. In the past, because of the very scattered shareholdings of American companies, there often appeared a situation where insiders controlled that the managers controlled the entire company and did not care for the interests of their owners. Therefore, after the 1980s, non-executive directors were required to set up boards of directors