Criteria Of Directors Duty Of Diligence

Directors diligent obligation, generally refers to the director processing company affairs must be out of goodwill, and fulfill the ordinary people in similar caution of position and similar circumstances due reasonable care, diligent and duty of care. Director's diligent obligation system establishment can strengthen director responsibility; make directors better for the interests of the company and its shareholders service. Our company in 2005 revision of the first established company directors diligence obligation, but not for relevant standards for specific provision, causing diligent obligations in the application of difficulties. Therefore, how to determine the relative standard directors diligent obligation, become a problem to be solved. Present "law of directors diligent only made a summary of the obligation prescribed, and for its judgment standard did not mention, this will give directors shall perform their duties behavior, company directors responsibility and judge handle relevant disputes brings hardships, in real life leads to assume liability factor of director general including industrious and supervisory decision industrious two aspects. So-called decision-making diligent, refers to the director decision-making should be aware relevant information and careful policymaking. So-called supervision and diligent, refers to the directors shall actively to the other directors of managers and employees of behavior, implement supervision and etc. The company law about directors diligent obligation strict request do not meet company and shareholder's long-term interests. In the modern society, the company director's appropriate spirit of adventure is the development of the company and the source of the shareholder's return on investment. Generally speaking, the company's investment risk and return on investment is proportional to the shareholders and directors, but the ability to bear risks has obvious difference. Based on the limited liability system and disperse investment theory, the shareholders for companies operating risk to bear ability are typically higher than director; director is very difficult to specialization in human capital investment to other scattered. For directors diligence in the duties of British and American national stipulation are specific, the maneuverability is strong, England to director diligent in the duties of gradually incline to objectivized, while the United States and Germany are objective standard. China in 2005, the company law article 150 regulation: "the directors, supervisors and senior management personnel during the course of performing his duties violates laws, administrative regulations or the articles of association, the loss is caused to the company, ought to assume liability to Pay compensation." But from the undertakings prescribed show that China is currently uses the objective standard, but its provisions too rough, go against the development of the company is very good to be improved.