The Director's Diligent Obligations Of Information Disclosure About Related Transactions

The thesis take the case of Jade Bird Huaguang Information Disclosure Violation as an example. Combined with the problems appeared in the case, there I focused on the director's duty of diligence and standards of it, then analyze the director's behavior in this case. Finally, this paper put forward my reflections on the case and related legislative suggestions.In addition to the introduction, this paper is divided into four parts, as follows:The first part provides a brief overview of the case of the Jade Bird Huaguang Information Disclosure Violation. The core matter lies in the allegations of the directors in the case is that his behavior can prove his diligence or not.Then I put forward the central question of the case: standards of director's diligence.The second part, this paper mainly expounds duty of diligence of the board directors in related transactions information disclosure. Obligation is the premise of the responsibility, whether directors of the board fulfill their obligations, is to determine whether the basic premise of diligence. Combined with this case, relevant theoretical knowledge and current legislation, this paper argues that the directors in the information disclosure of related transactions have these obligations as follows: commitments of relevant skills, timely attention to the suspicious items, establishment a sound and effective implementation of company internal control. And all these above are specific criteria on the judgment of director diligence.Thirdly, the due diligence obligation is abstract to some degree, legislation related can not fully embody it, and law also is a balance between certainty and fuzziness in order to regulate the behavior of individuals properly. Therefore, on the basis of the second part, the third part describes the behavior standards of the directors' duty of diligence. First of it is theoretical explanation to standards of the board director's diligence behavior,combined with analysis of the relevant provisions of the Anglo American law and the research results of domestic scholars in this regard,; then this paper determine whether the director's conduct in the Jade Bird Huaguang case meets the standards of due diligence.The fourth part : First “ the enterprise internal control basic norms " does not include mandatory requirement on the effectiveness of the internal control audit, combined with Jade Bird Huaguang company's acts, this paper concludes that qualified institutions of internal control system effectiveness audition,as the external third party, can improve the company's internal control significantly. Secondly the company law does not provide specific standards of directors diligence, and the exemption mode with “objection and signature” is not strict. Based on the above the two problems, this paper puts forward two legislative proposals: suggestions of improve the company's internal control and the standards of board director's diligence duty.