Strengthen The Rights, Obligations And Responsibilities Of The Directors In The Corporate Governance Structure

With the development of China's economic reform, most enterprises have transformed corporate enterprises (Limited Liability Company or limited). Company as an independent corporate, has become an important part of the market economy. In order to improve the company's market competitiveness, we must establish a standardized and effective corporate system, to improve its governance structure. Corporate governance to improve and perfect, directly determines the level of operational efficiency. Therefore, the study of corporate governance structure has its practical significance. The control of the management company directors, in corporate governance plays a most crucial role. To give full play to the directors in the corporate governance role, the director should be perfected of the rights, obligations and responsibility, forming the rights, obligations and responsibilities of mutual restraint, mutually supporting corporate system. And by law, the articles of incorporation are determined, which causes the company true trend market.In recent years, China's socialist market economy has been very rapid development, which is a very important reason is that most of the company's governance structure has undergone tremendous changes. When exploring the development of faster that the growth history of large companies, we will find that with the development of the company, whose governance structure is quickly adjusted and improved. Director in the corporate governance structure of present expanding the trend, and the exercise of the rights attached to obligations and responsibilities, otherwise will trigger directors, take power to oneself, damaged the interests of the company. Based on the foreign advanced experience, we introduced "the business judgment rules" to supervise directors whether they are loyalty and cautions or not. Also the rule provides a reasonable interest for directors and limits the mechanism for overweight responsibility which would reduce negative effect from directors that they can not bear. It is initiative and creativity to play a key role in company to improve directors'market forecasting ability and scientific decision-making level. We should establish directors'rights and obligations to adapt to a responsibility system and promote the implementation of directors'liability insurance system. At the same time, we should make directors'job standard improvement and standardization, based on the consideration of the directors'strengthening responsibility system to perfect directors'liability system.Socialist market economy is the legal economy, while also credit economy. Healthy economic development environment, the need for sound laws to regulate, clear, corporate governance structure, director of the rights, obligations and responsibilities also need to be regulated within the legal framework. From the director of corporate governance in the rights, obligations and responsibilities of the problems as the starting point, in-depth analysis on the basis of the reasons to the relevant laws and regulations and economic laws as the basis for superficial study to establish a fair and reasonable, efficient corporate governance structure of science, and promote the healthy development of the economy.Paper consists of four parts:The first part starts with an overview of management system in the company. It points out the board, as the core position in the management system of the company, determines the destiny of the company's future. Therefore, it is necessary to strengthen building the board. The second section emphasizes the right, obligation, and responsibility of directors.The next part expounds views under the specific condition of socialist market economy within directors'rights, obligations and responsibilities. The rights of directors can be divided into basic rights and non-basic rights, but different classificatory directors should reflect different rights and obligations.The obligations of directors can be divided into duty of loyalty and duty of care. Directors'responsibility divided into civil liability and criminal liability and administrative responsibility.The third part analyzes the directors'rights, obligations and responsibilities in corporate governance structure of existing problems and reasons in socialist market economy. In particular, the article addresses regulation of trustee responsibility excessively tends to criminal responsibility and administrative responsibility, and provisions of civil responsibility should have a general status; especially we need to perfect the civil liability of directors to avoid the false criminal responsibility. A complete directors'responsibility system should be constructed by civil liability and criminal liability and administrative responsibility.Part IV on how to rationalize the structure of the directors in the corporate governance rights, obligations and responsibilities of research. Made in ensuring the legitimate rights of the directors based on the detailed obligations of directors should make perfect accountability of directors to ensure that the directors in the corporate governance structure, rights, obligations and responsibilities to achieve.Innovation of this paper is twofold:First, in view of the executive directors of China's over-emphasis on responsibility and criminal liability, civil liability provisions of the directors present situation is too general. The text points a clear and refined advice that could improve civil liability of directors. Second, learn from foreign advanced experience and advice for introducing business judgment rules, director of the relatively reasonable benefit protection mechanism, in order to encourage the directors and senior management personnel management, positive enterprising, bold more effectively with the shareholders for the company to create value. This article utilizes the method which the comparison analytic method and the theoretical analysis and the empirical study unify to conduct the research. This deficiency:corporate governance structure involves many aspects of domestic and foreign scholars on their lot, this involves only the directors on corporate governance issues in the study. Due to the limited level of economic theory, under the condition of market economy, some problems of corporate governance structure of the research is not deep.