On The Board Director's Faithful Obligation

Our company law of the recently emendation implements from January 1st in 2006.Company law settled the board director's faithful obligation and breach compulsory law result of board director's allegiance by enumerating and generalizing particularly.It pushed the development of the company law and company practice, pushed the study of board director's allegiance, and bring many new problems in the judicatory. An important characteristics of the modern company law is to enhance law position of the board of directors.Board director's power extended astonishingly, So the board director became the actual controller of the company increasingly.For repressing the board of directors abusing job power to injure companies and shareholders' benefits, all countries company law expands the path to undertake board director's obligation, enlarge the realm of board director's responsibility, in emphasizing compulsory foundation of the board director in the traditional company law.In the company lawmaking of all countries, the board director's faithful obligation was established in the different degree mostly. In the company law theories of all countries, the board director's faithful obligation got establishment as a kind of board directors' independent obligation basically, and was gave concern as an important problem of the board director's compulsory. On the macro view,this thesis analyzed the board director's obligation to the company and the basis of its creation and existent, studied the property of the law relation between the board director and the company, analyzed the general law foundation of board director's allegiance compulsory.It thinks that The existence of board director's power is the premise of creation and existent of board director's obligation, and the board director's obligation to the company includes two aspects:the faithful obligation and the attention obligation.It makes a general define to the board director's faithful obligation from its concept,characteristic and the differentiation and contact with board director's attention obligation. It thinks that the faithful obligation of board director means While carrying out the company business or holding the post of a board director, the board director has to serve for the company whole heartedly, and the company benefits has the initiative personal benefits.At the same time,it studies various manifestation of board director's allegiance,makes analysis to the board director's law responsibility of breaching a faithful and compulsory, and expects to have benefit to the perfect of company lawmaking and the development of the company practice.