The Company Directors The Obligation Of Good Faith With Directors Use And The Decision-making Power Restriction Mechanism For Protecting Business Relationship

With the technology, economic development and highly fragmented shareholding, shareholders will be centered management model centered gradually being replaced by the Board. Institutional integrity of the trust obligations of the introduction to the company's management, agency cost of corporate governance problems provides a better solution. Meanwhile, in the gradual improvement of the directors duty of good faith, based on the Companies Act established the U.S. Business Judgement Rule as the main business decisions of directors the right to protection and control mechanism, a clear recognition of the company board of directors in the governance model centered, both assigned director of an independent business decision-making power, but also provides for legal obligations to be borne by the directors. To this end, China should improve the directors from the duty of good faith and commercial decision-making and other aspects of company law gradually be improved, thus effectively bound to inspire directors and security, promote development of the company's dual role.