Research On The Differentiation Of Directors’ Responsibilities

In the context of the development of modern companies,the board of directors plays an increasingly important role in corporate governance.The board of directors takes action in the form of a "board",and individual directors in the board of directors do not enjoy any special rights.When the board of directors needs to collectively assume responsibility for the operation and management of the company,whether responsibility should be attributed to different directors and how to distinguish responsibility have become a difficult issue in corporate governance that needs to be clarified.The current company law does not distinguish between the individual responsibility and collective responsibility of directors.The differentiated accountability of directors through the application of partial joint and several liability theory in judicial practice is in sharp contrast to the development trend of continuously strengthening director liability shown by legislation.In fact,there are significant differences between directors based on the distribution of power,interest gaming,and cognitive levels.The legislative requirement for all directors to assume joint and several liability is unfair,and it is extremely easy to cause excessive infringement on the rights and interests of some directors.The huge differences between directors have resulted in the dilemma of inconsistent powers and responsibilities of directors,the alienation of decision-making rationality,and the invalidity of the determination of exemption.We should respect the individual differences of different directors and construct differentiated director responsibilities.Establish a classification mechanism for directors’ responsibilities,and classify the types of directors according to their different degrees of responsibility;Establish a director’s fault liability mechanism,emphasizing that the director’s fault and responsibility are equivalent;Establish a director liability protection mechanism,including setting a differentiated maximum liability limit for directors,allowing directors to pursue compensation internally,and establishing a mandatory director liability insurance system based on differentiated standards.The goal of director responsibility differentiation is to rebalance the risks and responsibilities among directors,ensure the return of rational value in collective decision-making,and build a strong defense line for innocent director liability relief.