| 英文摘要 |
The board of directors plays an important role in corporategovernance. Each country adopts different regulatory models of thestructure of a board of directors. Traditionally, Taiwan adopts the so-called“two-tier system” which means a board of directors responsible for acompany’s management, and supervisors monitoring the board of directors.In recent years, Taiwan has introduced independent directors, auditcommittees and compensation committees by amending its Securities andExchange Act. It seems to be a trend toward the one-tier board system.The one-tier model has mainly been used in the US and the UK.Because the one-tier board system is well-established in the U.K. and theU.S., the debate about regulatory reform can benefit from a comparativestudy through both countries. Accordingly, this article begins with adiscussion of the regulatory design of a board structure and its authority.Then, it analyzes the regulation of functional committees under the boardof directors in the U.K. and the U.S., and their practices. Finally, it examines the current Taiwanese system and offers suggestions forimproving the Taiwanese system. This article aims at drawing lesson fromthe U.K. and the U.S. experiences that might be adopted to the Taiwanesecontext.
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