Analysis On The Duty Of Care About The Director Of Company

As the company’s chief executive, the company’s directors play an important role in the management and development of the company.The interests of the shareholders, the survival and development of the employees, as well as the interests of creditors are inextricably linked with the director’s behavior.The director is the core of the operation of the modern corporation.Since the important role of directors of the company are well known,it is necessary for us to explore whether the company’s directors can achieve our high hopes for them.We stipulate the obligations and responsibilities of directors in the company’s articles of association and laws and regulations to prevent managers from using their advantage position against the interests of the shareholders and the company.The directors’ duty of care as the most important duty of directors is more and more important.Whether a director can strictly observe his duty to the company could greatly affect the company’s development, and even the company’s survival.Therefore, it is extremely important to constrain the behavior of the directors of the company.The duty of directors’ duty of care is a way to regulate the behavior of directors.In our country, the company law has improved a lot for the regulation of the directors’ duty at present,but the provisions of the directors’ duty of care are extremely weak.The main problem is that the content is relatively deficient and too broad which bring inconvenience to practice.Due to the wide range of regulations, it is difficult to define whether a director breach of its duty of care.Because the law of our country does not have clear regulation, in practice, the judge has a relatively large amount of discretion.Because our country did not introduce the system of business judgment rule, we lack a clear conception to determine whether the behavior of the directors meet the needs of business judgment or violate the duty of care.It also greatly affects the efficiency of the directors in the business decisions.Because China has not established a more effective system of directors’ compensation liability,it is difficult to define the responsibility when directors violate the duty of care, the amount of compensation and the standard of economic compensation.In the face of such reality, it is necessary for us to clarify the concept of directors’ duty of care, and give a reasonable judgment standard.This article mainly uses the comparative analysis method,comparing the legal provisions and judicial cases about the directors’ duty of care between our country’s laws and the common law system to find the deficiencies, analyzing foreign legal provisions and cases to find the general provisions of the directors’ duty of care in common law system, and then improve the directors’ duty of care in our country. The article will analyze what rules will be helpful,bring in some of the useful parts to improve our directors’ duty of care under the existing legal system of our country.I hope that the business judgment rules should be introduced into our country at the right time, so that we can enrich our country’s regulations on the duty of directors’ duty of care, and refine the standards of directors’ duty of breach of duty of care, and effectively promote the perfection of our company law.Through the analysis of the legal provisions and judicial cases about the directors’ duty of care in the common law system, this article will summed up some of the specific ways to help improve our directors’ duty of care.One of the most important way is to introduce business judgment rules.Although some scholars believe that the business judgment rule does not apply to the state of the statute law.”Not only the lack of legal theory, the rules of the survival environment and the differences between our company and the market environment and other factors also need to be further in-depth, so it is not mature to introduce the rule into the statutory law system in a short time.” But the author think that with the development of China’s corporate system, business judgment rules can be introduced into our country. The provisions of the company law of our country have drawn lessons from the common law countries,and these regulations have played a extremely vital role in our country’s company law management after reforming. In addition, through the improvement of existing legal provisions also can enrich the specific content of the directors’ duty of care to improve the relevant provisions.