On The Director's Duty In The Company Law

Director is the organ of a company, which is to shoulder the duty of the director, to manage the company affair and carry out the company business. It is the important part of the administration structure of a modern company. The function and usage of a modern company is depended on the media of the board of the directors (actually is the director) to bring into play, and the legal position of the director make the director plays a very important role in the procedure.This paper will describe the general concept of the duty of the director. Though compare, analysis and use the experience of the achievements of former research, it will discuss the jurisprudence basis of the duty that the director should bear to the company. From the knowledge of the essence of the agent and trust relationship between the director and the company, Anglo-American law system think the director should bear the trust duty and the fiduciary duty to the company and to the investors indirectly. But Continental law system think the legal relationship between the director and the company is a kind of entrust relationship. The director should bear the goodwill care duty. The author think that comparing the entrust relationship with the agent and trust relationship: the former is more reasonable and realistic. Therefore, the director's duty to the company can be divided to the loyal duty and attention duty." In modern company law, the director's duty to the company is not the simple limitation and forbidden. So, this paper will discuss the main loyal duty of the director for the company, such as the duty of self-transaction system, the duty of forbidden for the competition in the same business field, the duty of forbidden for the snatching the' opportunity of the company, the attention duty the director should bear for the company. Through the analysis to the aboveduties, we can find that with protecting the benefits of the company and the investors as the prerequisite, and with the thoroughly announcement of the information and approval of the relevant department of the company, the admitting to the exception to the director in the field of self-transaction, the competition in the same business field, snatching the opportunity of the company emphasizes the loyal to the company and admit the realistic benefits of the director. In the meantime, it enriches and develops the content of the loyal duty of the director that make clear the responsibilities the director should bear when he violate such regulations and complete the relevant relief mode. Besides, from the point that the director is engaged in the risky management for the benefits of the company, this paper is to make clear that the when the director bear the attention duty to the company, it is required that the director should be hard and care, display certain talent in his management and also give serious thought to the reasonable risk in the judgment in the management, use manage-judgment to remit the duty of the director caused by the reasonable fault.Our current Company Law is not perfect in the system of the duty of the director and has a lot of defects and deficiencies. There are some lack and defect. And it already becomes the sources of the problems such as the director lack enthusiasm, careless to the company's benefits. Therefore, when this paper discuss the above problems, it also give out personal litigation suggestions according to the fact that the stipulation in our modern company law about the director's duty is too simply.