A Study On The Duty Of Care Of Managers In State-owned Enterprises

With the proposal of comprehensively deepening reform,the reform of state-owned enterprises(SOE)has been put back on the agenda.It is a burning question that how to restrict and supervise the managers' behavior after the reform of SOE.From the perspective of corporate governance,the supervision of shareholders and companies mainly relies on the duty of loyalty and diligence.At present,the Chinese legislation has set a series of explicit and complete provisions about duty of loyalty.However,there are deficiencies in the provisions of duty of care.Therefore,how to solve the problem of state-owned enterprises' duty of care becomes the top priority.The structure of this paper is as follow.The first part mainly analyzes the present situation of the duty of care of SOE and its' deficiencies in China.The research results show some question,such that too much administrativization,vague standards,lack of the immunity and the confusion between the duty of loyalty and diligence.The second part focus on completing the contents of duty of care in state-owned enterprises.It analyzes the three kinds of judgment criteria and four standards of accountability for duty of care based on the theory and essence of duty of care.In addition,it also further studies on the commercial judgment rule from the point of practical situation in China.The third part comes up with the key point of how to solve the duty of care problem,which requires the separation between government and enterprise management in state-owned enterprises by comparing the reform of SOE between Singapore and France.The last part offers some suggestions for that SOE solve the duty of care problem.The internalization is the first thing to do.Then it should establish the eclectic judgment criterion which is dominated by objective criterion and supplemented by subjective criterion.As for the standard of duty of care,the general standard of care should be applied.Finally,for the purpose of protecting bona fides operators and maintaining the stability of state-owned assets,this paper argues that commercial judgment rules should be introduced into state-owned enterprises.