一、问题的提出虽然我国2005年《公司法》对董事的勤勉义务作出了规定,即要求董事对公司承担勤勉义务①,却没有进一步明确勤勉义务的裁判标准,导致司法实践中具体裁判的困难②,这大大制约了我国公司治理结构的完善和提高。在公司治理结构中,为了制约董事的权力,保护股东和公司利益,法律发展出三种机制:一是股东和股东大会对董事权力的制约;二是监事会对董事权力的制约;三是义务性规范对董事权力的制约。③ I. Issues raised Although the Company Law of 2005 stipulated the diligence obligations of directors, requiring directors to assume the diligence obligation to the company, there is no standard to further clarify the diligence obligations, which leads to the difficulty of the specific judgment in judicial practice This has greatly restricted the improvement and improvement of the corporate governance structure in our country. In the structure of corporate governance, in order to restrict the power of directors and protect the interests of shareholders and corporations, the law has developed three kinds of mechanisms: one is the restrictions on the powers of directors by the shareholders and the general meeting of shareholders; the other is the restriction on the powers of directors by the board of supervisors; the other is the obligatory Regulate the power of directors. ③