董事的义务与责任-OECDorg.PDF

Fiduciary duties: a preconditions for enforcement Weidong Zhang Shanghai Stock Exchange th 5 Feb. 2009 Manila A director ,whether as the companys agent or trustee, has certain powers in the companys management and external affairs on behalf of the company, so the directors must undertake corresponding civil obligations. To sum up, these obligations are duty of loyalty and duty of care. In exercising their powers, the directors of a company must be in good faith and maximize the benefits from the company point of view, otherwise the abuse of power. Duty of loyalty To assume the duty of loyalty, the directors must be loyal to the interests of the company, and the personal interests of directors or associated persons should not be above the interests of the company. If there are conflicts of interests between themselves and the company, directors must be based on the companys best interests at heart. The duty of loyalty were clearly defined in China’s Company Law amended in 2005: (1)It was summarized in the No. 148 article of the Act: that is, directors, supervisors, senior management should abide by laws and administrative regulations, and statute of company. They have a duty of loyalty and diligence obligations. They must not use of their authorities to accept bribes or 1 other illegal income, or to seize the property of the company. (2)The Article 149 of Company Law also lists the prohibited ways, including not to misappropriate company funds; not to deposit company funds in one’s own name or other personal accounts; not to violate the provisions of the company charter to loan the company funds to another person