Research On Directors' Supervisory Obligations From The Perspective Of Corporate Governanc

In 2021,the frequent occurrence of "thunder explosion" events of listed companies shows that there are still some problems in corporate governance supervision in China,and the failure of internal supervision leads to huge losses of companies and investors.In the corporate governance structure of board neutralism,as the operator of the company,directors should also play a necessary role in the internal supervision of the company.Introducing the director’s supervision obligation into the director’s obligation system in China and making it clear that the director is the responsible subject of the company’s operation supervision can not only improve China’s internal supervision mechanism,but also further enrich the director’s obligation system.The directors’ duty of supervision is refers to the director shall be in operation and management of the company to perform the duty of supervision at present in European and American countries and Japan development degree is higher,while not explicitly stipulated in the statute law in our country,so it is necessary to carry out the systematic research,clear obligation connotation,clarify duty structure,summarized its legal consequences,Then build our country localization director supervision obligation system.This paper is divided into four parts,from the perspective of corporate governance,around the construction of China’s director supervision obligation system.The first part is the theoretical exploration of directors’ supervisory duty.First of all,from the theoretical basis,according to the downward movement of corporate governance center theory,the board centralism is the mainstream direction of the current corporate law development,directors should play an important role in the corporate governance structure;The corporate governance structure of our country can be found to have a clear purpose of supervision and balance,and director supervision is also an important part of it.As professional rational persons,company directors should also fulfill their supervisory duties.Secondly,it explores the institutional value of director supervision obligation and clarifies the important role that director supervision obligation can play in enriching the duty of diligence,optimizing the level of corporate governance and correcting the alienation of director system.Finally,compared with the duty of loyalty,the duty of diligence and the duty of independence,combining with the essential characteristics of the duty of director supervision,it is clear that the duty of director supervision in China should belong to the duty of diligence rather than the duty of loyalty.The second part is the connotation and denotation discrimination of directors’ supervisory duty.Fully investigate the legislative and judicial practice of director supervision duty in foreign countries and compare the connotation and extension of director supervision duty in China.By comparing supervision obligation with compliance obligation and internal control obligation,the connotation of supervision obligation is clarified.Based on the corporate governance structure of our country,this paper analyzes the differences and connections between the supervisory duty of directors and the supervisory duty of supervisors,the supervisory right of shareholders and the supervisory duty of independent directors,and further clarifies the extension boundary of the supervisory duty of directors.The third part is the basic structure of directors’supervision obligation,including the subject,scope and judgment standard of the obligation.First of all,along the line of thinking from collective to individual and from part to whole,the individual directors should be established as the subject of supervision obligation,while all the directors should be the internal supervisors.Secondly,guided by operation supervision,it summarizes the business supervision of directors on senior management and employees,the mutual supervision between directors on the performance of supervision obligations,and the limited supervision of directors on shareholders.Finally,according to the domestic and foreign experience,the construction and guarantee of information reporting system,the construction and guarantee of internal control system,and the reasonable payment and encouragement of the performance of capital contribution are taken as the specific criteria to judge the performance of supervisory obligations of directors.The fourth part is the accountability and exemption of directors’ violation of supervision obligations.Based on the judicial practice of our country,this paper analyzes the form,form,composition and damage compensation of directors’liability,and points out that the liability for violating the supervision obligation of directors belongs to tort liability and should bear derivative untrue joint and several liability.The liability of directors should be determined according to the tort requirements and the direct loss of the company should be compensated.However,in a prudent attitude,the liability of proof of damage result and causality should be imposed on the plaintiff,and in principle,the articles of association and resolution of shareholders’ meeting should be allowed to exempt or reduce the liability of the directors,and the directors should be allowed to defend against business judgment rules and systemic risk to a certain extent.