A Comparative Study On The Cross-Strait Systems Of Director Dismissal

The Company Law stipulates that the directors shall serve three years of service.However,not all directors will be able to complete a full term of office.The resignation of the directors and the dismissal of the directors will result in the termination of the term of office of the directors.The issue of dismissal of directors involves the tripartite entity of the company,shareholders and directors,and it is one of the important links in corporate governance.A perfect director dismissal system is conducive to the efficient and stable operation of the company.The current law stipulates that the director's dismissal is too simple.It only clearly stipulates that the shareholders' meeting may “change the non-employee representative's director”;after combing and analyzing the remaining provisions,a simple procedural requirement can be put together.Other aspects of the director's dismissal system rely on the company's articles of association to regulate itself and it is easy to create problems in practice.The dismissal of directors in the Taiwan region has been established in terms of the dismissal mode and resolution procedures for resolutions of shareholders' meetings.The dismissal mode includes three modes of dismissal,dismissal of the resolution of the shareholders' meeting,and dismissal of the referee.Under certain circumstances,the corresponding dismissal mode is selected and the dispute between the director and the company is reduced.When a company's shareholder submits a proposal to the shareholders' meeting for resolution to dismiss a director,it must meet the relevant requirements such as publicity of proposals and voting rights.In terms of judicial practice,the Taiwan District Court has improved the relevant content of the director's dismissal system through trials.Although there are some problems in its operation so far,there is still some reference for the mainland.On the basis of adhering to the principle of corporate autonomy and drawing on Taiwan's regional system and practical experience,the dismissal system of the Chinese directors is improved from the substantive and procedural aspects.The design of the dismissal entity of the directors first considers selecting an appropriate mode of dismissal;secondly,the dismissal matter stipulated in the existing provisions shall be subsumed into an appropriate dismissal mode;and once again,it shall be clearly defined that the dismissed directors shall have the right to claim damages for no reason.In the case of dismissal of duties,where the directors violated the obligations of loyalty and diligence,the current law,although there are types of provisions for violation of the duty of loyalty by directors,still needs further clarification.The design of the content of the director's dismissal procedures mainly focuses on the procedures for the resolution of the board of directors in the resolution of dismissal of the directors,including the main body of the dismissal of the proposal,the resolution procedure,and the necessary procedural guarantees for the dismissed directors.The establishment of a director's dismissal system is not to excessively intervene in the autonomy of the company but to set a minimum standard,which is referenced by the company.