Research On Compliance Obligations Of Directors

Whether dealing with the practical needs of the international market to give companies huge fines,strictly check the internal compliance operation,or based on our own,building and improving modern enterprise system,creating a batch of national needs of companies with international management credit level and healthy and good standardized development,company compliance becomes an inseparable topic.With the advancement of pilot reform of the compliance of enterprises involved in case in our country,the study on compliance legislation in criminal procedure law and administrative Law and other legal departments has become increasingly strong for putting into practice.However,this paper argues that although corporate compliance involves criminal and administrative legal issues,it mainly involves civil and commercial legal issues.The requirement of corporate compliance is just like the requirement of every natural person in the society to regulate their own behavior and ensure that all kinds of relationships between people meet the legal requirements.Corporate compliance is still a product derived from the legal practice of civil and commercial affairs.The legal improvement of corporate compliance system should be conceived around civil and commercial laws,with Company law as the core responsibility of legislation,and other related laws such as criminal law and criminal procedure law as the auxiliary support for the construction of corporate compliance system.As a key and important subject of operation and management in the company organization,directors’ performance behaviors and business decisions will directly affect the fate and development trend of the company.Therefore,directors’ role in effective compliance of the company is self-evident.Whether from the perspective of internal governance of the company or from the perspective of taking into account social public interests and encouraging the company to undertake social responsibilities,there is sufficient theoretical basis and practical need for directors to undertake compliance obligations of the company.Compliance issues belong to interdisciplinary and cross-departmental comprehensive issues.Throughout the exploration of corporate compliance in China,there have been certain studies and reached some consensus on the importance of corporate compliance,strengthening external supervision to guide companies to operate in compliance and other aspects,and the attention on the compliance obligations of directors is increasingly increasing.However,there is still no breakthrough in how to construct the compliance obligation of directors and how to clarify the relationship between the compliance obligation and the existing duty of loyalty and diligence of directors.Based on this,this paper intends to start from the connotation and characteristics of company compliance,explore the definition of directors’ compliance obligation,analyze the importance and corresponding embodiment of directors’ compliance obligation from the perspective of civil businessmen,combine the importance and feasibility of compliance obligation in theory and reality,draw on foreign practical experience,synthesize the existing progress of compliance practice in our country.This paper analyses the meaning and concrete construction idea of stipulating directors’ compliance obligation in Chinese company law.In addition to the introduction and conclusion,the research on directors’ compliance obligations is mainly divided into the following three parts for interpretation and analysis:The first part,"Theoretical Interpretation of Directors’ Compliance Obligations",starts from the introduction of theories related to corporate compliance,analyzes the connotation and characteristics of corporate compliance,explores the subject of compliance obligations from the perspective of civil and commercial affairs,and analyzes the Civil Code as the main law.In order to prove that it is very important and necessary to carry out research on the compliance obligations of directors from the perspective of the civil and commercial sectors,how to reflect the compliance requirements of the company and its internal staff in the law norms is to further study the related issues of how to integrate the compliance ideas and requirements contained in the Civil Code.After unveiling the mystery of the compliance obligation of directors,it is more necessary to understand its practical value and significance.It is concluded that it is very necessary to promote the compliance obligation of directors to the legal level as far as possible under the amendment agenda of the Company law.The second part,"The legitimacy basis of Directors’ compliance Obligations in the Company Law",analyzes the legitimacy basis of directors’ compliance obligations in the Company law from the theoretical and practical aspects respectively.First of all,the obligations of directors stipulated in the Company Law have been gradually declining in practice,and the limitations have been gradually enlarged.All the behaviors of directors may not be included in the scope of the regulation of the duty of loyalty and diligence of directors.At the same time,the compliance obligations of directors have gradually revealed the possibility of integrating into the company law and showing the harmonious coexistence with the director obligation system under the existing regulations.This paper analyzes the relationship between directors’ compliance duty and the theoretical fiduciary duty system as well as the duty of loyalty and diligence under the fiduciary duty one by one,in order to demonstrate that the compliance duty,the duty of loyalty and the duty of diligence can constitute the content of directors’ obligations in the Company law and the feasibility of improving the system of directors’ obligations.In addition,based on the relevant practices of directors’ compliance obligations,this paper analyzes the problems that this obligation practice currently faces,such as the dispersion of legal provisions and the enhancement of effectiveness level,highlighting the realistic importance and urgency that directors’ compliance obligations should be governed by laws and then guided by them.The third part is how to construct the compliance obligation of director which is applicable in our country.Firstly,the compliance obligations of directors should be systematically designed in the scope of company law,the company law principle of compliance obligations should be reflected in the general provisions,the compliance obligations of directors should be reflected again in the special chapter on the qualifications and obligations of directors related personnel,and the expression of legal provisions should be optimized to clarify the legal liabilities for violating the compliance obligations of directors and the legal incentives for fulfilling the compliance obligations.Secondly,it is necessary to give full play to the specific interpretation of the judicial interpretation of company law on the compliance obligations of directors.In addition,we should also pay attention to practice and take typical cases in practice as relevant guidance cases of directors’ compliance obligations,so as to better guide public security organs,corporate collectives and internal personnel in the society to carry out compliance related practices.The external supervision of directors by professional compliance engineers should also be strengthened,so as to standardize the compliance behaviors of directors,strengthen the compliance awareness of directors,and promote more internal compliance implementation.