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随着公司制度的不断发展,董事会和董事们的权利也不断的扩张,逐渐形成了由经营管理层控制的董事会中心主义。公司的董事享有在公司章程细则和法律、法规规定范围内的广泛的经营管理公司的权利。然而为了避免公司董事滥用权利行为损害公司和其他股东的利益,一方面可以加强公司内部机关之间的权力制约和监督之外,另一方面还需要加强董事所负的义务和责任。这是近代各个国家公司立法发展的一种大趋势。勤勉义务就是董事对公司承担的一种重要义务。2005年公司法修改的时候增加了对董事承担勤勉义务的规定,但是对董事如何承担勤勉义务的标准并不明确。本文试对董事勤勉义务的判断标准进行研究,以求解决我国公司法实践中追究董事履行勤勉义务之责任困难问题。
With the continuous development of the company system, the rights of the board of directors and the directors have also been continuously expanded, gradually forming the board-centering doctrine controlled by the management. The directors of the company enjoy the rights of a wide range of management companies within the company’s articles of association and the laws and regulations. However, in order to avoid the abusive behavior of directors abusing the interests of the Company and other shareholders, on the one hand, it can strengthen the power restriction and supervision among the internal organs of the Company, on the other hand, it also needs to strengthen the obligations and responsibilities of directors. This is a general trend of the legislative development of the companies in various countries in modern times. Diligence obligation is the director of the company an important obligation. When the company law was amended in 2005, regulations on the diligence obligations for directors were added, but the criteria for how to assume the diligence obligations of the directors were not clear. This article tries to study the judgment standard of directors’ diligence obligation in order to solve the problem of the responsibility to hold directors to perform their due diligence in the practice of company law in our country.