股份有限公司之業務執行機關為董事會，依據公司法第202條之規定，股東會之權限應僅限於公司法或章程有明文列舉者為限，其餘則全部歸屬於董事會權限，而使董事會取得高度之獨立經營權限。然而因公司法第193條第1項之規定，產生是否董事會執行業務時，應遵守股東會在非屬其權限內所為決議的疑義。本文傾向認為，股東會對公司法或章程未規定應由股東會決議之事項所作之決議，對董事會無拘束力，惟董事會雖無遵守該決議之必要，但仍須衡量董事是否因此有可能違反注意義務。本文進一步探討股東提案權及董事會主動請求股東會所為決議對董事會經營權限之影響。因董事會取得高度之獨立經營權限，故董事應盡善良管理人注意義務，但對此義務本國法欠缺明確定義，尤其董事應如何執行其職務方符合該義務下之行為要求，實有待深入探討。因此本文於探討董事會之獨立經營權限後，接續探討董事之善良管理人注意義務的標準，及在此注意義務下對董事行為之要求。 Abstract The business of a company limited by shares is conducted by its board of directors. According to Article 202 of Company Law, the competence of the shareholders’ meeting is confined to the recited matters corresponding to the Company Law or the articles of incorporation; any remaining competence belongs to the board of directors. Hence, the board of directors independently conducts business for the company. But with respect to Article 193 I of Company Law, it is questionable whether the board of directors, in conducting business, should follow each resolution adopted at the shareholders’ meeting. This thesis is of the opinion that the resolution of the shareholders’ meeting has for the board of directors no binding effect, when the shareholders’ meeting is beyond its competence. Furthermore, this thesis will focus on the impact on the competence of the board of directors, which is caused by the proposal right of shareholders and by the demanded resolution of the shareholders’ meeting from the board of directors. Because the board of directors exercises its competence independently, so the director shall exercise the due care of a good administrator in conducting the business for the company. But Company Law has no explicit definition as to the due care of a good administrator; more particularly, it is not clear how the director should act in conducting business for the company to meet the duty of care; therefore the last part of this thesis is to study the duty of care.