On Director's Duty Of Diligence

Article 148 of the Company Law of the People's Republic of China stipulates that the directors shall bear the obligations of fidelity and diligence to the company. As to the relation between the two duties, they both belong to the fiduciary duty. The duty of fidelity which has strong morality valuation arises from the inner part of director'conscience. The duty of diligence is the standard of skills which are requested during the performance of the directors'powers. It evaluates whether the directors are qualified or not. To the modern companies which depend on the business judgments of directors, the duty of fidelity is one of the basic requires to the company's directors. The duty of diligence is much a higher level which creates merits for the shareholders, produces fortune for the society and upgrades the companies. Though the importance of the duty of diligence, the Company Law stipulates it in a simple way without affording the standard of fulfilling it. So, this dissertation focuses on the standard of performing duty of diligence according to the situation of our country so as to perfect the corporate governance and protect the legal interests of companies and shareholders.The dissertation applies the method of comparative law,the method of positivism and method of interest balancing in the study of the duty of diligence.The dissertation has three parts except the introduction and conclusion. The first part discusses the preliminary issues of the duty of diligence: the concept of the directors; the relation between the directors and the company, clarifying that the relation determines the contents and scope of the duty of diligence; the method of evaluating the duty of diligence. This part is the bases of the next part. The second part introduces in detail the duty of diligence on Common Law System and on Civil Law System, analyzes the degree of the duty of diligence that different kinds of directors bear and differentiates the duty of diligence and the duty of fidelity. The third part, basing on the second part, brings forward the way of perfecting the lawmaking of the duty of diligence according to the situation of China and does some research in the judicialization of the duty of diligence.