Astudy Of Corporate Directors

The term "corporate director" means that the legal person shareholder is elected as a director of the company in accordance with the law and the Articles of Association,and the most important feature of the corporate shareholder is that the natural person is required to act as his representative.In this paper,we study the existing phenomenon of directors and directors in China,and put forward the view that the legal shareholders should be the directors,and analyze the theoretical basis and necessity of the legal person as directors,and then refer to the existing academic directors' Research results and other countries of the actual legislative experience,analysis of corporate directors compared to the natural person directors,their qualifications,elect,authority,obligations and responsibilities on the particularity.The first part mainly discusses the concept of corporate directors,the theoretical basis,the necessity and the significance of corporate directorship.First of all,through the comparative analysis of the fact director,the shadow directors and the directors of the legal person,the representative directors and the directors of the legal person,the concept of corporate directors is clarified.Secondly,the author analyzes the legal basis of corporate directorship from the aspects of the nature of the legal person,the autonomy of the will,and the maximization of the shareholders 'interests.Thirdly,through the analysis of the legal shareholders' manipulation of the directors of the natural persons to damage the interests of the company,small shareholders and creditors,The legal personality is denied,the shareholder representative lawsuit,the board of directors resolution flaw revocation way obtains the effective relief,obtains the legal person to take up the director the necessity;Finally,discusses the legal person to be a director to stabilize the legal person shareholder to hold,clarifies the legal shareholder and the natural person director The relationship between the effective accountability of corporate shareholders in terms of positive significance.The second part mainly discusses the particularity of the qualification,election,authority and obligation of the director.The first is to discuss the particularity of the qualifications of the directors of a legal person.First,it analyzes the types of legal persons who can serve as corporate directors in China.Secondly,it discusses the positive qualifications of legal persons as directors.In order to effectively restrain the directors' interests and protect the interests of the directors,the directors must have shareholder qualification.;Then discussed in order to facilitate the accountability of corporate directors,corporate directors of the residence must be in our territory.The second discussion of the selection of corporate directors,the first analysis of qualified directors should be eligible to nominate the subject of certain restrictions should be in line with the minority shareholders;followed discussion Although the exercise of the powers of directors of legal persons to be represented on behalf of the natural person to fulfill,but can only be the object of the election The legal person itself,not including its representative;again,due to the election of directors,representatives of the replacement of the scope of corporate autonomy,based on respect for corporate autonomy,corporate directors may at any time reassigned.The third discusses the functions and powers of corporate directors.Fourthly,the legal person who is a director should not follow the obligations of a natural person director because of his commercial nature.Therefore,he should make special regulations on the obligations of the directors of a legal person.The third part discusses the liability of the directors and their representatives.First of all,the relationship between the directors and their representatives should be defined as the appointment relationship.Secondly,by analyzing the legislation of foreign countries and China's Taiwan region,the author discusses that the representative and the company are not directly related,but because of the special nature of their duties,they have the same diligence and responsibility with the natural person directors.The directors should be jointly and severally liable with the directors of the legal person when the directors of the legal persons have manipulated their representatives to harm the interests of the company.Once again,because the directors and representatives of the legal persons are appointed and the company is aware of the relationship,In the event that the director's authorization is prejudicial to the interests of the company,the company may request the director of the legal person to bear the responsibility,while the loss suffered by the director may be compensated by the representative of the internal relationship.In the corporate director system,in order to better restrain the directors and their natural persons on behalf of the behavior,should be provided for both joint and several liability.