Research On Liability Of Directors

Director is a natural person who constitutes the board of directors and by the shareholders elected with real power and authority of the management company affairs officer. He is a major force within the company management, internal management of corporate affairs while on behalf of the company's external economic activities. With the formation and establishment of "the main Board of Directors" ,director plays a more critical role in corporate governance. Therefore researching responsibility of the directors will improve the corporate governance structure and development of highly effective theory and have a positive practical significance. This paper starts from the relationship between directors and companies, to find the theoretical foundation director accountability. And then from a historical perspective and the existence of contracts with the company directors to start digging the responsibility of company directors and source of production - that is the liability of directors on the company generated the Separation of ownership and management rights, from duty of loyalty and duty of diligence. Through the accountability of directors and remove the study found there are problems with China's current director responsibility system. A lot of legislations are not detailed and some are lack of procedural and impacting on the operational. Author thinks it is necessary to improve and perfect the director liability system of China from these four points: clearing Suit about company to the director, strengthening the accountability of directors to third efforts without shareholders, improving Shareholders'Derivative Suit and Introducing director responsibility Relief systems. Then express personal views about these four points in the paper. Purposes of this article is Suggesting the present shortcomings in our laws and to express personal views in order to be able to aviod abuse of power of directors, while protecting directors'reasonable and legitimate interests and avoid unnecessary burden of responsibility of a director in the management .And then, the director can play his most active and most effective role in enabling continuously improve and make our corporate governance structure and development.In this paper, author uses the methods of historical research and comparative research. rom our company several times to amend or introduce legislation to start to explore the law's legislative intent to modify or introduce, legislation generally predict the direction of the company legislators. Author uses the method of comparative in foreign company law (especially Japan Law) and finds the distinction between the legislative and foreign company law, learns more mature system from foreign company legislation. These mature system guides author to propose appropriate legislative proposals.