On The Directors' Duty Of Diligence

With the company in the modern enterprise system in the dominant position of the establishment,the company's operating embarked on the path of rapid development,the extent of the Group of the rapid increase in business has been expanding.In order to adapt to the rapid economic development and business management requirements of the rising trend, organizations in the system's mode of operation from the original shareholders would have been central to the doctrine,"center board of directors" transformation,and confirmed by national laws.In this way,and the board of directors at the company on course to play an increasingly important role.However,in the company's ownership and management separated from the background,the director of the decision-making is not necessarily to the best interests of the shareholders at heart,and sometimes tend to deviate in the best interests of shareholders or the legitimate interests of the requirements of the directors and shareholders of the conflict between the rights and interests the increasingly fierce.On how to resolve this contradiction? One way is through legislation to strengthen and standardize the director of the obligations and responsibilities.China's "Company Law" section 148 clearly states:"Directors, supervisors and senior management should abide by laws and administrative regulations and articles of incorporation,the company has a duty of loyalty and duty of diligence." Can be seen,director of the company's duty of diligence system is an important component of the company system,,and also an important part of strengthening the obligations of directors.Duty of diligence with duty of loyalty,give the company and shareholders the right to provide security. This article,mainly adopting the approach of comparison research,in view of the insufficiency regulations regarding the duty of diligence of director in Chinese company law,introduces two legal systems and some company law on the duty of diligence of director of main countries,then proposes which are is suitable and which is not bases on our practice. Besides the two parts of introduction and the conclusion this article is composed of four Chapters:The first chapter discourses upon the elementary theory to the duty of diligence.First of all,introduced the director of duty of diligence History. Then introduced the relationship between directors and company,and it is a clear relationship between the directors of the company to assume the duty of diligence on the basis.Introduced the concept of the duty of diligences, the content and objectives.Finally,the duty of loyalty and diligence to the distinction made contact with the analysis.This part is the basis of the next part.The second chapter introduces in detail the duty of diligence on Common Law System and on Civil Law System,analyze of the criteria for judging the duty of diligence.The third chapter mainly elaborated the relations between the duty of care and the Business Judgment Rule, introduces the summary of major points on the relationship.The fourth chapter analyze a case about breach of duty of diligence firstly,then based on the analysis of content generally above,in view of the insufficiency in our company law on duty of diligence,makes the discussion to establish and consummate legal system of the duty of diligence of directors.