在经济的发展过程中，公司这一组织以其灵活、高效的特点逐渐为社会公众所接受。在公司的发展过程中，为了应对复杂多变的商业活动，董事会的职权得到不断地扩大，董事会职权的扩大固然有利于公司灵活地开展商业活动，但同时也给董事会侵吞公司利益提供了现实的可能性，因此需要对董事会的职权进行一定程度的限制。

在我国的经济生活实践中，存在着董事等管理层侵吞公司利益、怠于履行职务等情况，这些因为制度不健全、管理不规范的情况所导致的损失，严重影响了公司的竞争力，同时也形成了“劣币驱逐良币”的现象。董事是董事会的成员，限制董事会的权利可以从规范董事的权利着手，而规范董事的权利事实上就是明确其职权边界，对越权的行为进行惩罚。实践中，公司的业务多种多样，董事的权利也较为广泛，难以用列举的形式穷尽董事的权利范围，因此我们用信义义务这一抽象的概念来对董事职权边界展开分析。信义义务这一概念最早为英美法系所采用，我国学者将信义义务的内涵概括为“忠实义务、勤勉义务”，我国司法实践中，对这一概念的规定和适用仍然存在着较多的不足，以至董事职权边界模糊。

本文主要分为六个部分。第一部分主要结合现实生活中存在的董事未恰当履职进而引发争议的案例，由此引出问题，揭示出我们探究董事职权边界的必要性。第二部分对董事职权的基本理论和内涵进行阐述。第三、第四部分是鉴于董事职权与信义义务的关系，对我国现行法中董事职权的规定存在的不足进行分析。第四、第五部分是吸收借鉴域外立法相关规定，并对完善董事职权边界提出建议。

In the process of economic development, the company is gradually accepted by the public because of its flexibility and efficiency. In the development process of the company, in order to deal with the complex and changeable business activities, the authority of the board of directors has been continuously expanded. The expansion of the authority of the board of directors is conducive to the flexible business activities of the company, but it also provides the realistic possibility for the board of directors to embezzle the interests of the company, so it is necessary to limit the authority of the board of directors to a certain extent.

In our country's economic life practice, the problem of the company's management is still prominent. From time to time, there are some situations such as the directors' embezzlement of the company's interests and the directors' laziness in performing their duties. These losses caused by the imperfect system and the nonstandard management seriously affect the company's competitiveness, and at the same time, the phenomenon of "bad currency expelling good currency" is formed. As a member of the board of directors, the restriction of the power and right of the board of directors can be started from the regulation of the power and right of the directors. In fact, the regulation of the power and right of the directors is to clarify the authority boundary and punish the ultra vires. In practice, the business of a company is diverse, and the power and rights of directors are extensive. It is difficult to enumerate the scope of directors' power. Therefore, we use the abstract concept of fiduciary duty to analyze the authority boundary of directors. The concept of fiduciary duty was first adopted by the common law system. Scholars in our country summarize the connotation of fiduciary duty as "duty of loyalty and diligence". In the judicial practice of our country, there are still many deficiencies in the provisions and application of this concept, so that the authority boundary of directors is vague.

This paper is divided into six parts. The first part mainly combines the cases that directors fail to perform their duties properly and cause disputes in real life, which leads to problems and reveals the necessity of exploring the authority of directors. The second part expounds the basic theory and connotation of the director's authority. In the third and fourth part, in view of the relationship between the powers of directors and fiduciary duties, the author analyzes the shortcomings of the provisions of the powers of directors in the current law of China. The fourth and fifth part is to absorb and draw lessons from the relevant provisions of foreign legislation, and put forward suggestions to improve the authority boundary of directors in China's legislation.