现代公司(特别是股份有限公司)的一个重要特点,是企业的所有权与经营权相分离,随着公司经营管理的进一步专业化。董事的经营权限日益膨胀,股东大会的地位和作用因此而日益削弱。在董事权利扩张的同时,若不强化其对公司的义务,则不仅有悖“权利与义务对等”原则,更严重的是可能会引起权力的滥用,损害公司、股东的合法权益,进而影响社会经济秩序。因此,规范董事行为,明确董事的义务和责任,是各国《公司法》的重要任务之一。一、董事义务产生的依据 An important feature of modern companies (especially joint-stock companies) is the separation of the ownership and management of enterprises, and the further specialization of the company’s management. The managerial authority of the directors is expanding day by day. As a result, the position and role of the general meeting of shareholders are weakened. At the same time of expanding the rights of the directors, if they do not strengthen their obligations to the companies, they will not only violate the principle of reciprocity between rights and obligations, but may even cause the abuse of power, impair the lawful rights and interests of the company and the shareholders and further influence Social and economic order. Therefore, to standardize the behavior of directors and clarify the duties and responsibilities of directors is one of the important tasks of the “Company Law” of all countries. First, the basis for the obligations of directors