On The Duty Of Diligence Of Directors Of Chinese Companies

Corporate administrators are the backbone of company governance,and their commercial enterprise selections not only have a great impact at the interests of the organization,but also indirectly affect the interests of shareholders.Therefore,for the stability and long-term operation of the company,the legal regulations on corporate directors must be improved.However,The modern Company Law of China has very trendy provisions on the duty of diligence of agency administrators,however it's far extra tough to provide strong judgments in judicial practice by making suitable guidelines at the conduct of agency administrators.Therefore,the studies at the obligation of diligence of organisation administrators is of awesome theoretical and realistic significance.The article is divided into 4 parts.The first part in particular puts forward the fundamental trouble of the obligation of diligence of administrators,particularly the which means and foundation of the obligation of diligence.To be specific,first of all,China's "company law" expressly stipulates that the directors of the company have the duty of diligence in performing their duties.If they violate the provisions of legal guidelines,administrative guidelines or the articles of association,they shall be accountable for repayment.However,that is simplest a standard description of the duty of diligence of organization administrators,and China's company law has not made more detailed provisions.Secondly,it introduces the origin of directors' duty of diligence.The 2nd component especially suggests the existing situation and deficiency of directors' duty of diligence in China's principle and practice.This article thru to in recent years about the directors' obligation of diligence of case retrieval and integration,in the form of a table type,the claims to the company,judgment reason,the verdict,for the following analysis of the present situation of our country's directors' duty of diligence and the lack of sufficient empirical basis,further summarizes the current in the directors' duty of diligence,There are mainly three deficiencies: The judgment standard of directors' duty of diligence is not clear,there is a lack of unified imputation standard in judicial review,and there is a lack of responsibility system for directors' breach of duty of diligence.The third part mainly discusses the comparative study of the duty of diligence of directors.Countries have different standards for the duty of diligence of directors.According to the subjective standards of the Anglo-American law system,the theory holds that when a director performs his or her duties,his or her management level should be in line with his or her own knowledge and experience.Generally speaking,a British company director should have a clear conscience when performing his or her duties.The civil law system is mainly based on objective standards.According to this theory,company directors should comply with the average standards of the industry when performing their duties,regardless of their knowledge and experience.At present,the quasi-objective combination standard is more popular in the academic circle.This theory divides directors into two types.Subjective standards are adopted for directors without professional knowledge and experience,and objective standards are adopted for directors with higher knowledge and experience.The fourth part mainly summarizes the above-mentioned problems in China's theory and practice,makes a comparative study of overseas theories of duty of care,and puts forward several feasible suggestions for improving the duty of care of company directors in China based on China's reality: Clarify the judgment standard of the duty of diligence,clarify the liability type and compensation scope of the company directors' duty of diligence,establish exemption grounds for breach of the duty of diligence,implement it through relevant judicial interpretation and implementation rules,and guide judicial practice.