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1, Defining the relationship between directors and corporation。 It is generally interpreted as delegation in civil law system⒀,but there are no specific provisions about it in the Company Law of China. But《Contract Law of PRC》(1999) Chapter 21” Agency Appointment Contracts” offers a theoretical base and feasibility to apply delegation to define the relationship ,for there is no clear difference between agency and delegation in China. So the Company Law should refers and provides definitively about the relationship and also the directors’s duty of care and loyalty.
2，Perfecting provisions of director’s qualification. The aim of these provisions is not to elect the most capable directors , but to exclude the ones who may infringe the interests of corporation and shareholders. Company Law Article 57 provides the “negative quali-fication”, but there are some defects in it . For example, Section 2 provides, “a person who was sentenced to criminal punishment for the crime of embezzlement, bribery, seizure of property or misappropriation of property or for undermining the socioeconomic order, where not more than five years have elapsed since the expiration of the enforcement period; or a person who was deprived of his political rights for committing a crime, where not more than five years have elapsed since the expiration of the enforcement period” may not hold the position of director. But these five crimes are not prevalent or representative in the field of economic crimes, and there exists pretermission of other crimes. So a bouncy item should added to generally provide all the crimes leading to the cancellation of directors’ qualification. Section 5 provides that“ a person with relatively large amount of personal debts that have fallen due but haven''t been settled” should not be elected as director. But how much debts is “large amount”? The Law provides no definitively standard about it. And furthermore there are no laws about personal insolvency in China, so it is suggested the Law entitle the people’s court to standardize the mount.
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