Dissertation Of Perfecting Director Obligation System In China Corporation

The new trend of administration framework development in modern corporations appears as the gradually dwindling of the rights of general meeting, the increasingly expanding of the rights of directorate as well as the eventually replacement of "General-meetingism" by "Directoratism". As the framework of stock ownership has been dispersed day by day and the corporation's business operation has become more and more specialized and complicated, the shareholder's influence and control in the company have become smaller and smaller while the influence of the corporation directors and directorate will expand increasingly. As a result, strengthening the director obligation is an important approach to protect the interest of shareholders, especially the small and medium ones, and to set up a practical and favorable corporation administration framework. It will inevitably violate the benefits of the large mass of investors, especially the small and medium investors, damaging their investment initiative and confidence, if it is not accentuating the fidelity obligation and the care obligation of the board of directors of corporation;In the meantime, it would not be able to play the necessary role for the scientific management structure of the corporation designed in accordance with the laws, if it is not accentuating the fidelity obligation and the care obligation of board of directors of corporation .However, the previous China Corporation Law of our country did not make detailed stipulations with respect to the contents as described above, resulting in the lawmaking holes, the new China Corporation Law (the one revised in October 27th, 2005) values very much the obligation system of the board of directors, establishing a special chapter (Chapter 6) stipulating "Qualifications and obligations of the board of director, monitors and senior managers of company " particularly, and increasing some obligation stipulations of board of directors, but it is still imperfect. It is required to improve the stipulations concerning the obligations for board of directors in the laws of our country.This thesis starts with the analysis of the theoretical basis of director obligation and brings forward the director fidelity obligation, which constitutes the fundamental content of director obligation, and the factual meanings of the care obligation. Also, it points out the defects and deficiencies in the relevant director obligation system regulation inprevious China Corporation Law and new China Corporation Law (the one revised in October 27th, 2005). On this basis, this thesis is to dissertate how to perfect China's director obligation system in full from the following three aspects: the perfection of director fidelity obligation system, the perfection of director care obligation system and the establishment of director dimission obligation system.This thesis dissertates how to perfect director fidelity obligation system in the following three aspects: director confidentiality obligation, director forbidden self-dealing obligation and director forbidden usurping corporation opportunities obligation;dissertates how to perfect director care obligation system in the following three aspects: establishment of the specific standards of director care obligation in China, regulation of the specific content of director care obligation and introducing the business judging rules;and dissertate's how to establish director dimission obligation system in the following aspects: theoretical basis of director dimission obligation, range of director dimission obligation and specific content of director dimission obligation.