Research On Imputation System Of Company Director's Duty Of Diligence

It is generally recognized that diligence and fidelity are the basic requirements for directors during business process.Directors' duty of loyalty to the company affairs he should be honest,while diligent obligations require directors to fully perform its own skills.With the establishment of modern company system,"Centralization of Board of Directors" becomes the center of modern company system.How to balance the relationship between director and company is a important problem in the current development of company in our country.In judicial precedent,there are some cases concerned the violation of director's duty of diligence in our country because the rules of director's duty of fidelity are relatively detailed and perfect,but there is little case about the violation of director's duty of diligence and it refers to the subjective mental judgment which sets higher requirements towards judicial personnel.In our country,the quality of judge is different and without relevant business judgment which leads to different results of similar cases.Scholars of our country has not unified standard about the affirmation about duty of diligence and researches are mature which also leads to judicial implement hardly having standards to follow.The company law pays attention to performance of director's duty of diligence because only director performs its duty diligently can make sure benefit of director and stockholder.When director causes loss of company by violation of duty of diligence,it shall assume compensation liability.This essay mainly discuses the imputation concerning director's violation of duty of diligence.But precondition of imputation is to make sure what is duty of diligence and how to affirm which foreign scholars have had many valuable research results.Mainly analyzing on distinctions of The Anglo-American law system and The Civil law system,I choose frequent-referenced and high-concerned cases from The UK and The USA as analyzing samples to discourse my affirmation of duty of diligence and set foreshadowing for that how to impute director about violation of duty of diligence.The nonperformance of law leading to legal liability is the basis logic of the legal process.So there is relative logical relation between the director's duty of diligence and compensation liability of board.In the governance of modern company,director doesn't have to be stockholder of this company,how to balance the relation between board and company is also a key point.For The Civil law,the relation between board and company is special commission,so comparing general relationship of civil commission,the director's duty has specialization in capacity which is the precondition of formation of director's duty of diligence.How to affirm the violation of duty of diligence?According to the before affirmation standard of The UK from subjectivism to objectivism and the before affirmation standard of our country by combination of subjectivism to objectivism,I think it should apply the principle of business judgment under the precondition of affirmation standard by the combination of subjectivism to objectivism which is more suitable for value judgment of practical business activity.To impute the violation of director's duty of diligence,it needs to master types of director's duty of diligence.From the company laws and practices of every country,duty of diligence can be classified to three categories:discretion,skill and diligence.Director violates those three standard and leads to company loss which can be affirmed imputation.But if only increase the compensation of board for company loss it also violates the requirement of equality and justice.So it also needs to judge on the subjective part of director's violation of duty of diligence and implement the mistake estimation responsibility principle.To build the imputation system of director's duty of diligence of our country mainly under the choosing of affirmation standard,principle of experience judgment,liability exemption of director and lose affirmation,it can ensure the benefit of company and also of director.Director's duty of diligence is a vague conception temporarily in the laws of our country,but with high speed development of market economy,it is urgent problem to be solved that explicit the conception of director's duty of diligence and make relevant imputation system which impact the progress of modern company system to a certain degree.