On The Director's Duty Of Loyalty

In the performance of current marketing economy, with the supervising power transferring from shareholders to directors, what the modern companies face is the ever increasing competition between nations. In order to meet 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. More and more focus has concentrated on the credible management. On the basis of company's trust and dependence, director, as the manager and representative of the company, should be loyalty to the company, whose essence belongs to a kind of trust duty. Therefore, director's credible duty not only remains moral duty, but also has become the specific legal obligation.Perfecting the credible duty of board director should base 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 credible board director's duty ,embodying these aspects below:First, 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 toconsider 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 practiceSecondly, because it exists to make use of their work to get business secret and information to compete with their original company after the board director's leaving, we should perfect this aspect and do tare some actions to protect the right of secondary employee.Finally, while paying attention to the board director, the responsibility undertaken by company, shareholder and the third party will fail to attain for its no duty. In case of the board director succeeding in evading responsibility of civil compensation with reason of limited liability, we have to especially emphasize the duty of compensation after violating.In a word, the key to perfect the board director's duties lies in the right, duty and responsibility of the directors should be rationally designed and kept in balance. Only through this way can a company be able to increase its competition ability and develop healthily in a ever changing market.