Research On The Manager's Diligence Obligations

Duty of diligence requires that manager should work hard to achieve the best interests of the company, exercise reasonable care, prudence and diligence in performing the duties as the ordinary people in similar situations and status. Establishing duty of diligence is conducive to safeguard the legitimate interests of the company and its shareholders, protect the good continuous development of company, and promote social and economic progress. It is based on the Agency cost theory, Rights and obligations of equivalence theory and the theory of corporate governance. As the complexity of company in operation and management activities, establishing the obligation of company manager, except definitely provided by law, should be reserved for the company to arrange their own duty of diligence. Duty of diligence should adopt eclecticism in the content standards. As a governor, the manager should have the appropriate skills and cognitive abilities, with good mind in dealing with the company affairs. Manager should be lawful and reasonable in behavior and timely respond to all types of situations, carry out everything from the company's best interests. According to the different criteria, the manager's diligence obligations can be divided into the obligations of internal and external affairs, the limited liability company and incorporated company, normal and special time.In order to promote the implementation of the manager's diligence obligations, except putting the incentives on compensation and positions, but also monitoring the manager's diligence obligations through company's various stakeholders inside and outside, designing the support mechanisms as to supervise the managers for fulfilling the diligence obligations consciously. And pursuing civil, administrative and criminal liability about the violations of manager's diligence obligations. Right now, there are some problems in the legislation of manager's diligence obligations in our country. It hasn't distinguished the manager and the others, and lacks the specific content, standards and criterion of liability. In legislation, the obligation should be improved in subject scope, content, legislation structure and implement mechanism. Then combines the administration of justice, administrative enforcement of law and the own efforts of company to build the perfect manager's diligence obligations.