| Summary: | 碩士 === 國立成功大學 === 法律學研究所 === 94 === The content of this text is divided into six parts. First, the text introduces the status and powers of the board of directors (hereinafter called “board”). The second part of this text analyzes the corporate governance structures in the developed nations, and then compared with the governance structure in Taiwan. In addition, it discusses the function of the board of directors and the power of its chairman or CEO. Third, this text surveys the theory of the board council and quests about the trend of its recent improvement. Fourth, this text discusses the traditional types of defectiveness of resolution of the board, and the following effect of the defectiveness. Fifth, this text reviews the effect of chairman’s behavior without the ecision of the board or according on a defective resolution of the board. Finally,this text makes a short conclusion.
The primary purpose of this study is to discuss defectiveness of the board’s resolution and its effect. The interpretation of administrative office and the bulk of the academic researches lose sight of this field. This text is anticipated that compartmentalized the types of defectiveness of board’s resolution and will provide a right way for such complicated disputes.
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