On The Application Of Director’s Diligent Duty In Corporation Law

Company is as one of the most important mode of contemporary commercialorganization, the creation of wealth for the society plays a very significant role. In themodern governance mode centered on the board of directors of the company, theestablishment of the duty of directors system is the key and basic role in directorgovernance. One of the directors’ duty of diligence system set up to require directorsfrom the source on both in the aspect of objective behavior and subjective state ofmind can fulfill his duties and comply with company benefit maximization principle.In2005, the revised company law in our country, although the diligenceobligations related system is introduced from the west, but the rules are too principle,the lack of clearly defined its specific content, so that in practice it is difficult to pursuethe responsibility of the directors’ duty of due to its violation of due diligence.Based on the current "company law" in the directors’ duty of diligence in judicialand administrative supervision for the status quo, this paper first introduces thedirectors duty of care in structure arrangement of the origin and development, in othercountries are defined a duty of care and diligence obligations used in legislation in ourcountry, the concept of clear the directors’ duty of diligence in our country developedfrom the content of the directors duty of care, and explain the origin and developmentof the directors’ duty of diligence in our country. Then, through the interpretation ofour current law in the directors’ duty of diligence, and connecting with the directors’duty of diligence in the judicial practice in recent years in our country, and theadministrative penalties applicable situation, summarized the content of the directors’duty of diligence and be typed. At the same time, in view of the west in the directors’duty of diligence for practice is relatively mature, so by the method of comparativestudy to the current more applicable to the system of the country for its directors’ duty of diligence applicable case analysis, mainly from the diligence obligations, theprovisions of the content, the choice of the judgment standard, and the director violatesdiligent obligation to solve the path of the overview, and pointed out that countriesused to perfect the system of the directors’ duty of diligence in our country in thereference value. At the end of the article, from legislation and improve the directors’duty of diligence, allows the company’s articles of association for thinning stipulatedby the regulations of the company directors’ duty of diligence and complement, timelyintroduction of director responsibility restriction mechanism and so on Angle, putforward some perfect suggestions.