Company Directors Duty Of Care System Research In China

Both the common law and the civil law system,the main legislation and the theory of recognition of the directors of the company has a fiduciary duty and duty of care,the two types of obligations jointly regulate the behavior of directors.China is no exception,the"company law" and normative documents also clearly stipulates that the directors of these two types of obligations(China's use of "duty of diligence" rather than "duty of care").The research scope of this paper is limited to the duty of care of directors and the duty of care of directors in china.There are some problems in the system of directors' duty of care in china.This article from the board of directors duty of care system combined with the overview of our company's directors duty system of current situation and existing problems,through the investigation of obligation of attention to the directors of the company in foreign countries,put forward to perfect our company's directors duty system of legislative and other measures.In addition to the introduction and conclusion,the full text is divided into four parts.The first part is the board of directors duty system overview,including the board of directors duty of the meaning,legal basis analysis of the company's directors' duty of care is the relationship between the company and the board of directors and from Perspective of our appointment relationship between the company and the board of directors,duty of care system has reduced the cooperation cost and value,reflect the legal norms of corporate governance and to meet the needs of practice function.The second part is the current situation and existing problems of the system of directors' duty of care in china.The problems include the "company law" to the attention obligation to enumerate the types of behavior;the "company law" and the normative documents were not on the board of directors pay attention to standards of duty provisions;the "company law" and the specification document existing board of directors liability exemption is not perfect.The third part is the investigation of the duty of care of the directors of foreign companies,including the United Kingdom and the United States in the Anglo American law system,Germany and Japan in the continental law system.On the basis of sorting out the development of the duty of care system of the directors of these foreign countries,the author gives a brief comment on them and gives some enlightenment to our country.The fourth part is the improvement of the company's directors' duty of care system.On the basis of the analysis of the system of corporate directors' duty of care in foreign countries and the legislative provisions,combined with the actual situation in China,this paper puts forward the legislative measures and other measures to improve the duty of care of directors in china.The legislative measures include:"company law" unified behavior type director care obligation;the "company law" clearly defined standards of duty of directors "increased attention;provisions of director liability exemption of company law",or allow the articles of association of the company and shareholders(large)will be exempted from liability of directors.Other measures include:all types of companies through the company's articles of association,the company's internal regulations on the company's director of the obligation to pay attention to the existing system of supplementary provisions.In this way,our company's directors duty of care system including director general provisions,the obligations of the board of directors,attention to specific types of directors duty of care standards,determine the breach of duty of care obligation and liability exemption,thus comprehensively for our company's directors duty of care to be standardized.