Japanese Director Oversight Obligations And Enlightenment To China

As between the company’s owners and operators have a universal phenomenonseparation, as the executive organ of the company’s Board of Directors adopted amajority vote of the company management mode. Such a decision would have beenthe way it is difficult to meet the rapidly changing situation on the mall. Part of thecompany’s board of directors held a number of very limited, and in this case one cannot make a decision the company’s affairs. Staff of the Board of Directors, includingas a component of the company’s affairs by any process not only for the company tomake major business decisions, including the supervision of other directors andemployees.So clearly defined in the law director oversight obligations become one ofthe effective governance of the company.Japanese director oversight obligations means directors supervise other acts onbehalf of a director or directors whether it is reasonable to comply with thelaw(Including good pipe duty of care, duty of loyalty general provisions) or complywith the Articles of Association.2005provides oversight obligations on directorsspun off from the existing "Commercial law" as is specified in the "commercial"special law "Corporation Law".Japanese "Company Law" Article362, paragraph2,subparagraph (b) of the Board of Directors oversight duties. Article416, paragraph1,subparagraph (b) the Commission set up the company, directors oversee theimplementation of performing their dutiesIn board of directors of the company Oversight obligations derived from themembers of the Board of Directors of identity. In no board of directors of thecompany Oversight obligations of directors is derived from its status as a director andas the top management of the company directors can control their subordinates withinthe scope of supervision.In a narrow sense contents Japanese director oversight obligations of directors tooversee the implementation of the other directors of business including three aspects,The first of all, as a member of the Board of Directors, attended the Board is the minimum duty. Secondly, the directors must grasp the company’s operating condition.Thirdly, the directors recognize the business execution behavior on behalf of directorsor business executive directors should be illegal or inappropriate time to seekcorrective measures or investigations. Broadly director oversight obligations alsoinclude internal control system that the company’s operating system in order toimprove the company’s operations in line with the need to build a business scale,characteristics of the risk management system.Determining whether a director should assume liability for breach of duty ofoversight in Japanese law should be the content of the director oversight obligationsas a precondition. Generally considered liable for damages only if the directors of thecompany resulting in greater damage. Objective aspects, the Directors recognize theillegal business on behalf of the directors or executive directors whether correctivemeasures taken by the directors or the things in the suspected presence of theforegoing, whether or not the investigation. Subjective aspects, whether the directorsfor breach of oversight obligations of gross negligence or intentional. And thendetermine whether or not to be held liable under the director causality. Once it isdetermined to be liable for breach of director oversight obligations then the liabilityfor damages is based on joint and several liabilities for the content. Of course, incertain cases it is necessary to reduce or waive the duties.If you blindly directorsharsh lesson in responsibility will dispel managing director of the company and thusnot conducive to positive development of the company. Therefore, in violation ofoversight obligations of directors to take responsibility, can be mitigated and theexoneration of directors passed a resolution the articles of association, theshareholders’ meeting or the board of directors.Our country should be in the "Law" clearly provides oversight obligations ofdirectors, and its constituent elements can be analyzed in terms of damage to specificresults, the objective side, the subjective aspect and causality.