A Study Of The Directors' Duty

Compared with the rapid development of the company,the company's legal system is relatively backward.Corporate system,as the main choice of modern enterprise system,has a far-reaching impact on human economic life,political life,social life and ideological beliefs.The distinguishing characteristic of modern companies is the separation of ownership and management.The increasing complexity and professionalism of the company's business activities have led to the expansion of directors' authority,which is in line with the development trend of modern companies.Board of Directors is in the modern management of the company's core position.Appropriately enlarging directors' power will help to improve the efficiency of the company.Excessive expansion of the power of directors,it will inevitably lead to abuse of power and interests of the interests of the damage.Strengthening the responsibilities and obligations of directors has become an important part of corporate governance.In order to better protect the interests of shareholders,creditors and stakeholders,to prevent abuse of power of directors,the establishment of a system of balance of directors' responsibility and rights;it is very necessary to strictly regulate the form of legal responsibilities of directors.The new “Company Law” has made great progress,but it is still too weak,fuzzy,lack of systematic and operable,and some areas of legislation are still blank.In order to encourage the enthusiasm of directors and prevent directors from abusing their rights,it is more and more important and urgent to strengthen the study of directors' liability.This article focuses on the following four aspects for the relevant improvement of our country's company legislation.The first part starts with the basic theory of director responsibility,the concept,characteristics and significance of director responsibility;and classifies the types of director responsibility.To a certain extent,the definition of directors,the relationship between directors and the company,reflects the relationship between directors,directors and directors of the relationship between responsibilities.It is necessary to make clear before discussing directors' liability.The second part traces back to the origin of directors' liability.The separation of ownership and management rights,the establishment of the contractual relationship between the directors and the company is the basis for the establishment of directors' rights,obligations and responsibilities.On this basis,the obligations of the directors were discussed and analyzed in detail.Understanding the origin of director responsibility must start from the rights and obligations of directors,and the determination of the rights and obligations of directors is the basic prerequisite for discussing director responsibility.The third part studies the realization and limitation of director responsibility.Through a certain channel or way of relief,shareholders or companies in their interests have been or will be violated circumstances.In order to motivate the Board to act in the best interests of the company,compliance with the conditions shall limit or waive the liability of directors.The fourth part puts forward some suggestions on the perfection and perfection of the director responsibility system in our country.On the basis of analyzing the problems in the system of directors' liability in China,the author puts forward some suggestions such as clarifying the directors' duty,strengthening the accountability mechanism,confirming the directors' duty of departure,increasing the liability of the directors and the third party,perfecting the directors' liability insurance.