独立董事与有效的公司法人治理结构

建立有效的公司法人治理结构是我国企业公司化改制的核心问题，而董事会在公司法人治理结构中处于中心地位，起着关键使用，因此，我国要建立有效的公司法人治理结构，就必须对我国目前的董事会进行改造。改造的途径之一是引入独立董事，以便提高董事会决策的科学性，维护股东利益，充分发挥公司法人治理结构分权制衡，互相监督的作用。     

2维液晶中向错线的拓扑结构

Using φ-mapping method and topological current theory,the topological structure of disclination lines in 2-dimensional liquid crystals is studied.By introducing the strength density and the topological current of many disclination lines,it is pointed out that the disclination lines are determined by the singulaities of the director field,and topologically quantized by the Hopf indices and Brouwer degrees,Due to the equivalence in physics of the director fields n(x) and -n(x),the Hopf indices can be integers or half-integers,representing a generalization of our previous studies of integer Hopf indices.     

邕剧“提纲戏”初探

旧时代邕剧创作积累了数以百计的不同类型、不同篇幅、不同风格的剧目,其中有大量"随机应变‘发海水’的戏",即"提纲戏"。通过对经典剧目《芦花河》的实例分析,指出邕剧"提纲戏"虽有缺乏严谨构思等明显的局限性,但也能够磨练编剧的统摄能力,演员的应变能力、表演能力、默契合作能力,蕴藏着丰富的艺术经验,是历代艺人的智慧结晶。对邕剧"提纲戏"进行发掘研究,可以为艺术创作、人才培养等提供借鉴。     

Kämpfen gegen Windmühlen und reale Mächte: William Lottigs Tagebuch (1919–1921) als Ausdruck der politischen,pädagogischen und schulinternen Machverhältnisse in einer Hamburger Gemeinschaftsschule zu Beginn der 1920er Jahre

In his daily journal on the founding of the public experimental school, a “community school” at the Berliner Tor in Hamburg between spring 1919 and September 1921, Lottig describes the everyday issues confronting the principal of the “new school” at that time. These concern classroom instruction, teachers, parents, external pressures on the Berliner Tor-School, the relationship with the school administration, political issues prevalent in Hamburg at that time, ideological and philosophical debates as well as personal and family relationship problems, all of which Lottig describes in his journal. Lottig also noted the reasoning underpinning the development of the school experiments: the “old” schools in Hamburg had been closed, and the state had in their place established experimental schools. The journal clearly records the difficulties, issues and successes of a principal of one of the newly established community schools (Lebensgemeinschaftsschulen), which had been established as experimental schools. A perusal of the diary indicates that Jakob Robert Schmid’s sole and up to now only one known analysis of the journal comes off as biased and misleading. Schmid, professor of education at the University of Berne, had, at the beginning of the 1930s, only perused and analysed those portions of Lottig’s journal in which Lottig describes the rather turbulent if inspiring – and yet chaotic – operation of the community school in its first two years. While Schmid analysed these portions, he did not consider Lottig’s other, more favourable and constructive comments. Schmid also did not explain his one-sided selection of journal passages. Schmid brands Lottig and his team of teachers as educational novices and classifies the Berliner Tor-School as an “anti-authoritarian” institution, an experimental school like any other school experiment which overshoots the mark, not being educationally and institutionally meaningful. A more objective and principled approach in examining Lottig’s journal would have revealed that Lottig and his teachers were well aware of the main issue confronting the school, an issue that Schmid would also have found relevant: the relation of freedom and compulsion, within a setting that Lottig wanted to revitalise, to productively equilibrate without employing the customary disciplinary instruments. Lottig furthermore again and again points emphatically to the “growing pains” of all alternative schools (even when regulated by the state as an experimental school), whose goal it had been, to establish, even under difficult circumstances, a “new school-type” not utilising the traditional instruments of discipline, instruction and school management. This proves that Lottig was neither an educational ignoramus nor unaware of the basic issue of classroom instruction: how one can instruct with or without compulsion. Lottig’s goal had always been – and this Schmid also disregarded – to replace traditional, imposed, mandated or even self-imposed rules and regulations by new, commonly worked out rules. Lottig’s journal is a good example of the steadfast, unrelenting and energy-sapping aspiration of a school principal to balance the relation of school management versus a school’s self-development under the given circumstances. In addition, Schmid’s misinterpretation is a good example of how an observer, who hardly knew the Berliner Tor-School, would misuse this historical source by means of a biased interpretation to further his own views on scholastic education, views that Lottig himself would have preferred to provocatively examine – Schmid’s “authoritative pedagogy”, which goes beyond all authoritarian and non-authoritarian educational policies. What, then, would Lottig have recorded in his journal about a meeting with Schmid?     

An Academic Library Director's Alphabet

This article offers librarians practical insight into a broad range of job-related conditions that affect the academic library director. It discusses the director's professional relationships with employees, colleagues, superiors, and patrons, and it also addresses the director's responsibilities for the quality of library service.     

Editorial

No abstract available for this article.     

Learning through Meaning Making: Applying Job Crafting in Field Learning

Job crafting makes people’s work rewarding through meaning making. This article discusses the ways in which a field director may use job crafting to address a common challenge in field education. Field placements are based on various institutional expectations; however, many students have preconceived notions of what social work and social work education should be, and they complain that their placements are “not clinical ” enough. Through the application of job crafting, students can reframe their field learning experiences in a meaningful way. Using the case study method, this article demonstrates one way to support MSW students, highlighting common challenges and practices at a large public northeastern university.     

试论公司内部监督机制

英美法系与大陆法系在公司内部监督机制方面有着不同的制度设计,英美法系国家通过在一元制结构下创设独立董事制度来克服公司内部人控制的现象,而大陆法系国家则通过在二元制架构下设立监事会制度来完善对管理层的监督。由于监事会制度运行的失效,我国引入了独立董事制度,形成了独立董事和监事会并存的格局,从而引发了两种制度的碰撞和冲突。本文通过一番比较分析之后对我国公司治理的走向得出一些中肯的结论。     

独立董事制度探析

在我国上市公司引入独立董事制度，发挥独立董事的制衡和监督作用，对健全我国上市公司董事会的功能，完善公司法人治理结构将具有重要的现实意义。同时，我们也认为，在这项制度出台之前，既要看到它的积极作用，也要充分考虑制度的实际效果，认真分析独立董事制度产生的背景，研究其可能产生的缺陷，更好地完善这项制度，目前显得非常必要。     

公司董事行为非犯罪化的刑法学研究

公司在本质上是股东营利工具,对董事违反《公司法》进行责任追究也应当有利于实现公司的营利目的。从董事行为非犯罪化的刑法学角度来考察,董事可能因违反我国《刑法》中第165、166、167条而犯罪的规定并不妥当,为了实现公司的目的应当对公司董事的有关行为予以非犯罪化。