Directors Obligations

What the modern companies face is the ever increasing competition between nations. In order to acclimate the need of development of the era, satisfy the need of company operation, and suit the need of new era in company management and operation, the obligation and liabilities of the company should be strengthened. With the purpose of establishing a well-structured and scientific system of duties of directors, we need to make a critical review over the company law of our country. The basic task endowed and the basic spirit it represents in the Company Law of China enforced in the 90's of last century was to design a legal route and organization for the reform of state-owned enterprises and to promote the foundation of modern business institution and the growth of the market economy. When this spirit reflects to the concrete system of the duty of board director ,it really has many limitations ,compared with those of other countries, it also has some conservative places .Not only its duty but its law clauses are all blank, too inattentive and lack of the operability .the form is nominal as well ,which makes difficult to give full play to deter board director .Resolving this problem ,we should fix attention to the demand of the modern market economic system, reflect its request and set up the overall situation idea with a sense of transcending before period.Perfecting it should be based on the inspection of international company board director, draw lessons from mature but visible experience and system ,choose well and then follow ,take the principle of priority and then decide to use it or not ,set out from the Chinese state of the nation to realize international empirical localization . Attain to not only emphasize seeking profits and supreme shareholder benefits but also emphasize the social duty of the company .Take this as the institutional center in the board director's duty .embodying these aspects below:Firstly, to the rarely weak circumstance of our country company law to the duty ofmanagement, we should increase the board director lowest technical standard withpositive duty .Make clear "the board director should this kind of duty to the company, should match the way of the supreme interests of company; be careful to implement with the similar circumstance as a careful person with his duty of board director's job." For putting duty to practice, to those who doesn't take his duty compulsorily or hold fully responsibility by civil compensation , use the standard of British and American business judgment at the same time, balance those benefit and duty, encourage them to manage and determine.Secondly , facing the inattentive and stiff circumstance of our company law to the duty of faith, we should emphasize to enhance its operability and scientific .It expresses mainly as following: to the lack of positive duty of faith of our country's board director, we should generalize it dearly from the point of law: "the board director should perform his duty in the range of company, the rule of it and respectation of social public interests, when his interests conflicts with company's, he must place company's first."Then, to the conflicts between the board director's interests and the company's, we should not only pay attention to prohibit against him to seize the company's interests and give the scathing prohibitive against rule to consider the risk of allowing some conflicting trade if not injuring the interest of company, which may reach the exploitation that exhaust the purpose of resources. Make references from the other countries shareholder meeting system (surveillance meeting, board of directors), the system of the information criticizes, and decide to get around of the system of the produral and reasonable, guaranteeing the trade fair and just.Finally during sounding the forbidding duty about the board director ego bargain, usurping company opportunity competition and can't request the duty of company; emphasize to combine mature theories of other counties with Chinese practiceThird...