The Listed Company Directors’ Duty Of Diligence

China’s "Company Law" clearly provides that the directors of the company bear diligence and duty of loyalty. From the relationship between the two, the faithful obligation is a duty based on negative perceptions generated deep inside, with a strong moralistic color; and due diligence obligations is the performance of the obligations of its directors should possess professional and capacity requirements, is an important indicator of whether the conduct of qualified directors to weigh. Duty of Loyalty Directors of the company is to ensure the smooth, efficient running of the most basic requirements, and diligence for the company to enhance the value of the real and the fundamental guarantee to improve the quality and efficiency of the company, it is one of the highest-level requirements. Obviously, the former is to focus on human and moral obligation to request the latter focusing on the ability of the obligor and expertise requirements. For the development of the company, the obligation of diligence is essential, however, China’s "Company Law" its provisions are too general and not detailed specific provisions diligence criteria, in judicial practice, not feasible. Therefore, the purpose of this article is through the practice of judicial investigation, combing research and analysis of issues related to the theory of knowledge, in order to find suitable for our country and having a practical criterion, in order to improve the governance structure of the company, to protect the company and its shareholders legitimate rights and interests.In this paper, the directors of listed companies diligence research process, mainly using a variety of methods of comparative analysis, empirical analysis, historical analysis, etc., is divided into four parts. The first chapter introduces the general theory of problems listed company directors diligence obligations related issues preliminary discussion and research, introduced the concept of due diligence obligations and its theoretical basis, the value of the system were analyzed to clarify the meaning of the legislation; comparative analysis between two and faithful diligence obligations and obligations; the second chapter is a combination of "company law" and the situation of our country, raised shortcomings and deficiencies of directors of listed companies diligence systems that exist, such as the existence of legal provisions obvious omissions; criteria is not clear; the current lack of results-oriented liability rules of science and rationality, and in the judicial level, the lack of the necessary judicial review system; the third chapter describes the subtle use of comparative analysis and more detailed historical analysis system the common law and civil law concept of due diligence obligations and the related historical background of the two cases of a comparative analysis of the legislation, for the later provides a theoretical groundwork, and the different directors for their responsibilities and obligations It elaborated; the fourth chapter is a core part of this paper, through the analysis of the first three chapters of the above discussion, the comprehensive status of China’s current social and legal context, from the legislative level and judicial level as well as a series of related supporting systems proposed for China directors diligence obligations detailed proposals to improve the legislation, and its practice of Judicature.