Reaserch On Independent Directors' Liability Insurence

In recent years, with the standardization of independent director system and the trend of strengthen directors'responsibilities and liabilities by companys, how to lighten independent directors'liabilities, diversify their occupational risks, has become an important issue of concern to the practitioners. In this context, the application of the Independent Directors' Liability Insurance(IDLI) is benefit for the development of independent directors and also for the governance structure of public companies.As independent directors do a professional disinterested part-times job, the obligations between independent directors and executive directors are being distinguished, so it can be said that the particularity of independent director's Duty of Care is a jurisprudence basis point of IDLI. Besides, by researching the value of IDLI, we can conclude that IDLI not only promotes each other with the independent director system, but also benefits for the Corporate Governance. Through the above theoretical analysis, we can reach the conclusion that the IDLI should be separated from the Directors and Officers Liability Insurance(D&O).Through literature review, comparative study of methods, with the United States, Japan, the United Kingdom and Taiwan region related legislation and practice, this thesis sorts out the legal relationship of the contract of IDLI. Then combined with history and current situation of China's IDLI and related civil and commercial legislation for the transplantation feasibility analysis. First, the obligations and liabilities of independent directors are not separate provided from China's Company Law, and the obligations of directors are also flawed. Second, some civil principles and provisions impede the establishment and development of IDLI in China.This thesis based on the coordination of the existing legal system in China, reference foreign sucessful legislative practice and experience, for the purpose to meet our current and future needs of the insurance market, then make a practical construction of China's IDLI system. The system should be a good coordinate with the independent director system and insure that independent directors play a maximum value within the framework of Corporate Governance. And make sure companies and shareholders could get reasonable compensations through the system after the infringement. The system should provide that the insurance must be compulsory and seperated from the D&O, and offenses and action accord to Business Judgment Rule should not be included.