| Under the background of Environment,Society,and Governance in sustainable development,it is the inevitable choice for companies to undertake more Corporate Social Responsibility for the benign distribution of social resources,which is an important path to promote the Third Allocation by regulating corporate donations.While with the development of the Optimization of Business Environment,the importance of directors’ performance from their duties is gradually highlighted as the key player in corporate donations.As listed companies are more capitalistic with a tendency to lead to higher agency costs which are more prone to disputes over defective corporate donations,the requirements for the regulation of Directors’ Duties and information disclosure in corporate donations to listed companies are more imminent and rigorous,and the relevant institutional provisions shall be further clarified,thus the author chooses to focus on the issue of corporate donations in listed companies.Philanthropy resources for social welfare in China grow year by year,of which the corporate donations account for more than 60% in total year-round as the main source of public welfare donations.However,the Company Law of the People’s Republic of China does not provide provisions for corporate donations,the general theory from the academic perspective holds the opinion that the corporate donations can be interpreted from Article 5 of the Company Law based on Corporate Social Responsibility,which has been emphasized in Article 19 of the latest Company Law（revised draft for public comments）which proposed when engaging business activities,the company shall also take the interests of interested parties into full consideration with governmental incentives to participation encouragement in corporate donations to undertake the Corporate Social Responsibility.This article starts by exploring the obligation requirements by the code of Directors’ Duties in the corporate donations,which draws on the legislative and judicial understanding of the two major legal systems on the issue of corporate donations to propose the criteria and principles for determining the Directors’ Duties during the corporate donations of listed companies in China,and to seek the remedies for defective corporate donations from the perspective of regulating the directors,so as to prevent disputes before arising and avoid some interference of shareholders’ derivative lawsuits on the company’s interest.In addition,the author tries to seek a way to establish and improve the management system of corporate donations from the violation of Directors’ Duties in order to provide remedies for defective corporate donations and to reduce the cost of Corporate Social Responsibility.Meanwhile,the author examines the elements of Directors’ Duties in relation to corporate donations from both procedural and substantive aspects subject to the "reasonableness standard" and "business judgment principle" in determining whether directors have breached their Duty of Loyalty and Duty of Care in defective corporate donations in equity,in this regard,the author will discuss the content of reasonable care under normal circumstances that directors of listed companies should exercise during corporate donations,and what indicators are available to reflect that directors have exercised due care under normal circumstances,so as to propose specific contents and elements of judgment on Directors’ Duties in the decision-making authority of corporate donations,the execution of the donation process and information disclosure.The liability presupposes the existence of obligations.The author will try to explore the mechanism of liability in the breach of Directors’ Duties from the perspectives of Company Law and Securities Law,firstly,the Duty of Loyalty and Duty of Diligence as stipulated in the Company Law and the consideration to the interested parties such as stakeholders in accordance with the interpretation of Corporate Social Responsibility;secondly,based on the requirements of information disclosure in the Securities Law to analyze the liabilities to directors from listed companies about information disclosure by classification from the information shall be disclosed but not disclosed,the information to be committed to disclosing but not disclosed,and the information to be disclosure voluntarily but not disclose or not accurate.Hence to propose the civil liability that directors of listed companies may bear or be jointly and severally liable for in the case of the above situations,and further,put forward corresponding suggestions to improve the judicial practice of preventing defective corporate donation and realization of the improvement of the Directors’ Duties. |
