Company Directors Liability System

Liability of directors, corporate governance issues in the study conducted on the basis. Scholars from the perspective of theory and practice of corporate governance structure of a lot of research, but also the characteristics of corporate governance in China a lot of suggestions and comments. Generally divided into the following issues.The first is the legal definition of directors and related legal concepts: the director as the company's business decision-makers and managers to assume the main responsibility of the directors. Common law and civil law differ on the concept of directors. According to Chinese law, the directors should refer to the shareholders by the company will produce, according to the law of natural persons exercising the functions of corporate management.Followed by the director's responsibility. The responsibility of the directors from the duties, and obligations has been given based on the directors of the company's rights and powers of the management company. Company directors must be pursued in good faith to fulfill their mandate of profit maximization, or must bear the corresponding legal responsibility. Duty and duty of loyalty. Duty of care is the director of the company in the business process, to be diligent and responsible, to pay reasonable care and attention. Duty of loyalty is the management of the company's aim is to achieve the best interests of shareholders and the company, this time the highest standards in the interests of all parties, especially the director of personal interests conflict with the interests of the company to follow the highest principles of corporate interests.Directors means the directors of breach of duty articles of association or legal obligations under contract and should bear the legal consequences. Responsibility of the object can be classified according to the directors of the company's responsibility, the responsibility of the directors of the third and so on. The legal consequences of liability of directors. Including the cessation of the infringement, the return of property, compensation for the losses, the proceeds belong to the company and so on. Pursue legal remedies responsibility of the directors, both in our legislation provides for the principle. Shareholder litigation and shareholder derivative lawsuits directly the subject and procedural issues. Once again, director liability limitations and exemptions. How to distinguish the normal course of business failures and determine the reasonable obligations of law is to limit the liability of directors the directors of the important content.Finally, directors liability insurance system. Responsibilities of Directors for the balance of normal business risk, it is necessary to establish director liability insurance system. Director responsibility system in China Thoughts.