Civil Liability System Of Directors Of The Company

In the modern management organization of the company, the ownership and the power of operation are widespread disjunctive, and the establishment of centralization of board of directors results in the power growth of directors and board of directors. So, the system of director's liability has become the center of company organization. How to make the directors to fulfill their duties and obligations for the best profit of company, and not to abuse the power that the law and company by-laws grant in their management needs the perfect system of director's civil liabilities to guarantee. The director's civil liabilities have been well-defined in the new "Company Law" in China, but the definitions are too simple and lack of system and operation. Even more it is still blank about the limitations and exemptions of the board director's liabilities. This thesis carefully analyzes the duties and liabilities of the director's by the combination of the basic theory and revision and the shortage of the new "Company Law" in China and provides three suggestions on the realization and the limitations of the liabilities. Firstly, strengthen the responsibility of company directors; mainly from the duty of care and duty of loyalty, proposes to improve the content of the duty of care, strengthen the director's self-dealing, non-competition and liability management of the outgoing directors; Secondly:improve the directors of the limitations and exemptions, mainly from the limited conditions, limitations of the limits, restrictions on the standards start to make recommendations; Thirdly:the introduction of director liability insurance system. Mainly analyzed in the liability insurance system in China to establish the feasibility of Directors and value, in this based on the proposed directors'liability insurance system elements. The research is benefit for the construction of the more effective corporation management mechanism.This paper is divided into five partsThe first part is the responsibility of company directors an overview of the main topics of this article, introduces the significance of research methods and research status;The second part of the civil liability system, Two Schools of directors of the Company referred, the principal of common law and civil law system of civil liability of directors were introduced;The third part of the company's director of China's civil liability system, the legislative history and the status quo, the main director of China's legislative history and current status of civil liability are described, director of civil liability regime for the following defects in the initiation and the corresponding countermeasures proposed paving.The fourth part of the company's director of China's civil liability system, flaws, put forward three inadequacies in the legal regulation of directors responsible imperfect, director of civil liability limitations and exemptions are not perfect, yet the introduction of directors of insurance system.The fifth part is the director of China Civil Liability System, made for the preceding three deficiencies, then analyzed them one by one, made the following suggestions:Firstly, strengthen the responsibility of company directors; Second:perfect director limitations and exemptions; third:the introduction of director liability insurance system.The last part is the conclusion, is the author of the summary of the responsibility system of company directors and prospects.