浅析我国董事的忠实义务——兼评新《公司法》董事忠实义务修改
An Analysis of the Loyal Duty of Directors in China—Comments on the Revision of the Loyal Duty of Directors in the Company Law

董事的忠实义务是保障董事职能正确发挥、公司顺利经营发展的重要因素。我国董事的忠实义务是法律赋予董事法定职权的情形下所规定的与这些权力相对应的法定义务，因此应当以代理关系理解我国忠实义务的内部法律关系本质。为进一步发挥好董事忠实义务作用，适应当代营商环境发展需要，2023年发布的新修订《公司法》对我国董事忠实义务做出调整，在结构上针对董事不同行为拆分和整合法条，在概念上明确了“不得利用职权谋取不正当利益”，在内容上细化了对判断是否违反忠实义务的关键点的理解，在责任上补充了董事的连带责任。然而，对忠实义务概念的修改导致了同内容的不匹配，还需进一步考量；对责任的修改则解决了忠实义务来源的争议，实现了利益的平衡。
The loyal duty of directors is an important factor in ensuring the correct performance of their functions and the smooth development of the company. The loyal duty of directors in China is a legal obligation that corresponds to the statutory powers granted to directors by law. Therefore, the essence of the internal legal relationship of loyal duty in China should be understood through agency relationships. In order to further enhance the role of directors in fulfilling their loyal duties and adapt to the development needs of the contemporary business environment, the newly revised Company Law released in 2023 has made adjustments to the loyal duty of directors. In terms of structure, it has divided and integrated legal provisions for different behaviors of directors. It also clarified the concept of “not using power to seek undue benefits”, and refined understanding of key points in determining whether to violate loyal duties. In terms of liability, it added joint and several liabilities of directors. However, the modification of the concept of the duty of loyalty has led to a mismatch with the content, and further consideration is needed. The modification of responsibility resolved the dispute over the source of the duty of loyalty and achieved a balance of interests.