Research On The Obligations Of Directors To The Consumers

The consumers have a natural shortage of information asymmetry and unequal organization when facing the companies.Laws like the Consumers Protection Law have no help to change the shortage essentially because they just provide a kind of post relief for the consumers.So it keeps happening where the consumers are seriously abused like Sanlu Event,the broken shaft of VW.Sagitar and the explosion of Samsung Note 7,despite the strict control.Therefore,it's necessary to launch a internal control of companies to realize an effective protection for the consumers.The traditional company law theory holds that the shareholders' meeting is the most powerful authority of the company,while the board of directors is the executing organ,responsible for the implementation of the resolution of the shareholders' meeting.However,as the companies continue to grow and grow,the shares are increasingly dispersed.Individual shareholders pay more attention to the benefits brought by the company because it is difficult for them to influence the companies.In addition,the knowledge and experience of the shareholders are not equal to the directors,the professional managers,making a new form of corporate governance structure called Centered with Board of Directors come into being.Thus the internal control should focus on the directors,that is,the directors should be required to undertake certain obligations to the consumers by the company law so that they can carefully consider the interests of the consumers when performing their duties.In this way we can reduce the risk of the infringement of the consumers from the root.The obligations of the directors have always been considered as maximizing the interests of companies,including the loyalty obligation and the attention obligation,which are questioned by the theory of corporate social responsibility.According to this theory,rhe companies should not only pursue their own interests maximization,but pursue a balance of interests among all stakeholders including consumers.At the same time,companies that take the social responsibility to consumers can get more economic benefits in the long run.Therefore,as the actual controller of the company,the director should undertake the social responsibility of the companies,and furtherlyundertake the obligations of loyalty and attention to the consumers.The civil liability comes to rhe directors when they breach such a obligation,which is seemed to be in contradiction with the principle of corporate separate legal personality.But it's possible to break the principle when a director is malicious,because the company will is forming from the director's individual will.Directors' obligations to consumers include two aspects: the obligation of loyalty and the obligation of attention.The obligation of loyalty requires the directors to prudently consider the interests of the consumers and solve the conflict of interests between the consumers and the companies,while the obligation of attention requires a diligent,prudent governor to consider the interests of the consumers when performing his duty,and fully examine the damage that the commercial decision may cause to the consumer and avoid it.The degree of attention should match with an experienced manager.When a directors maliciously violates the obligations and causes direct damage to the consumers,the behavior of the director is no longer considered as an act made by the company,but the act of his own.Thus the director should bear the civil liability,which is a special statutory responsibility in company law.