论公司董事义务的完善

随着股东大会中心主义向董事会中心主义转变,如何抑制董事权利、强化董事义务,以防止董事损害公司整体利益和广大股东的利益,已成为各市场经济国家普遍关注的理论课题.我国<公司法>对董事义务作了一些规定,但规定得较为原则和粗糙,在实际操作中也反映出不少问题.我们应借鉴大陆法系和英美法系国家公司立法的成功经验,进一步完善我国<公司法>关于董事义务的规定.

On the Perfection of the Obligation of the Company's Director

As the doctrine of the centre of shareholders' meeting is transformedinto that of the centre of board of the director, it has become the theoretical subject generally paid close attention to by every market economy country how to suppress the director's rights and how to strengthen the director's obligations in order to prevent the director damaging the interests of the whole company's and the masses of the shareholders'. Our country's "The Company Law" has stipulated some of the director's obligations, but they seem to be comparatively principled and coarse, and also reflect many problems in actual operation. We should to perfect the provision on the director's obligations of our country's "The Company Law" by using the state-owned company successful legislative experiences for reference.