On The Diligence Obligation Of Directors

The corporate governance pattern of "The board centralism" comes up with higher requirements of directors’ duties and responsibilities. On the one hand, legislation is not complete, the existing problem of the lack of norms; on the other hand, the judicial practice has not yet been summed up a set of clear criteria, could not provide a unified judicial guidance in the form of normative documents. The Corporation Law in our country emphasizes the directors’ duty of loyalty excessively while regulates roughly on the directors diligent obligation. The duty of diligence is itself a balance monitoring design and implement a clear company directors this obligation, its purpose is to enhance the professional ethics of binding and the board of the inner conviction through legal deterrent force, so that the board of directors to strengthen self-discipline, conscientiously perform their duties so as to establish the rule of law and social trust, promote the healthy and orderly development of commercial activities. And finally realize the safety and efficiency of commercial society, the elimination of slack and abuse of power. The duty of diligence no matter in various aspects of legal documents or occupation moral standards, industry standards, business habits and should focus the board, let our evidence in practice, can from the subjective, objective and possible rationality and other aspects of comprehensive decision the directors, supervisors, senior management personnel’s behavior, scope of compensation liability the bear damage, establish the scientific standard of directors obligations and responsibility system, harvest is not only the economic benefits of the enterprise, can improve the social benefit, enhance social responsibility, cultivation. This article, based on the theory of relationship between directors and company, explores the concrete connotation of diligence obligations, introducing the different criteria of making judgments and legislative patterns from both continental law system and common law system. Moreover, the author puts forward a series of propositions about the judgment standard, review principle, burden of proof as well as applicable scope after analyzing the developing process and the present situation of the legislative text, in order to improve our director diligent obligations.