So far as a good kind of governance structure in corporation,we should indeed emphasize personal liability of the director and strengthen protection of the director's interests. This article points out that director should not overtake the damage incurred by commercial risk in management meanwhile, it concludes that we should establish institution of exemption and exoneration from liability of the corporation director to promote the development of company system.Legal exemption, exoneration by party autonomy and liability insurance for director should be included in the sound system for exemption and exoneration from liability of the corporation director. So, instituting the business judge rule and improving the exoneration from liability of exception director are the key to corporation governance structure. At the same time,we should try to perfect the liability insurance for director.
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