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The objective of corporate governance is to eliminate illegitimate business behavior and improve management efficiency.The American executive officer system was introduced into Japanese Commercial Law in 2002,when the law was revised to enhance the efficiency of business operation.However,it is worthwhile to mention that,although the system has been introduced into Japanese law,it is not mandatory for all companies.A company could,based on its own judgment,choose between the original operation system... The objective of corporate governance is to eliminate illegitimate business behavior and improve management efficiency.The American executive officer system was introduced into Japanese Commercial Law in 2002,when the law was revised to enhance the efficiency of business operation.However,it is worthwhile to mention that,although the system has been introduced into Japanese law,it is not mandatory for all companies.A company could,based on its own judgment,choose between the original operation system and the new system.That means it is the market,not the law,that determines the most suitable governance mode for a company.The function of the company law is to clear the obstacle and create more space for a company to develop. 公司治理的目的在于排除不正当的经营并提高经营的效率性。日本于2002年商法修改中引进了类似美国的执行官制度,并期待以此来促进经营的效率性。同时,值得注意的是,日本虽引进了该制度,但并没有强制性地要求所有股份公司必须采用它,公司可在原有的经营体制与新体制之间自行选择。这意味着,决定公司治理模式优劣的不是法律,而是市场,公司法的作用应该是为公司的发展扫除障碍,创造更大的发展空间。
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