The Study On Accountability System Of Independent Director's Civil Liability

In recent years,the independent directors system imported from Britain and the United States National play a certain role in corporate governance structure of our country to.But the practice also exposed a lot of questions,such as the independence of independent directors,the duty of independent directors,the problem about independent director system and the combination of China's national conditions and so on.To solve these problems,the theory community has had a positive discussion and research,resulting in a large number of excellent theoretical research results of the legislative and judicial practice has played a positive role in promoting.To date, however,the independent director system in China is still a lot of defects exist, especially for civil liability of independent directors on questions of accountability, our country,there are still many gaps in the legislative,and theoretical studies is also a lack of intensity.This paper attempts to theory and practice from the perspective of an independent director of China's civil liability of accountability must be to identify deficiencies and weaknesses and put forward some specific proposals with a view to the future of our country independent director system have to continuously improve the provision of some personal opinions.This paper by the five parts.At the introduction of independent director system in the development of our country carded out by introduction,as well as the introduction and development of a simple review,pointing out that under the present circumstances,China should actively set up accountability system of independent directors,in order to enable China's independent directors to better play its proper role.The first chapter focuses on the theoretical basis of the independent directors accountability for civil liability.In sectionâ… ,the liability of independent directors of the meaning and nature of the simple introduction;then in sectionâ…¡of independent directors from the company's relationship with the independent directors to look into the theoretical basis of civil liability,and the actual existence of listed companies in China's "internal control" point of view an analysis of the value system of independent directors and independent directors as the main importance of civil liability;Finally an analysis of the independent directors held on Civil Liability for the necessity and feasibility,through a specific theoretical analysis,pointing out that our country should be civil liability of independent directors set up an accountability system,but also has the objective reality of certain conditions.In the second chapter,we looked at the independent directors of the basis for accountability.According to the rights,obligations,the principle of consistency,how to enjoy the power,then it should take the corresponding responsibility.Independent directors in the supervisory board to give the other directors and management of power business,as well as participate in decision-making when a major operation,but also to shoulder the heavy corresponding legal obligations.Independent directors if they breach their legal obligations,the law must be held accountable for the corresponding legal responsibility.So that the independent directors of civil obligations and responsibilities are held based on civil liability.Therefore,only a careful analysis of independent directors of civil obligations and responsibilities of independent directors to be able to further civil liability to do accountability to explore deeper.This article holds that civil obligations of independent directors for its substance,can be summed up as a result of independent directors with the company commissioned by the relationship between the resulting obligations(duty of care) and an independent director with the trust relationship between the obligations arising from(duty of loyalty).First of all,in the first section of analysis of independent directors duty of loyalty and breach of duty of loyalty accountability.Independent directors perform their duties because of the attention focused on the obligations embodied in the board meetings and take part in supervision of companies operating in these two areas.In this paper,these two simple questions for study and make personal opinion.In Sectionâ…¡,after the attention of independent directors from the perspective of the obligations of independent directors of our country should bear the civil liability of the fragmented made to recall a more clear analysis of the duty of independent directors and the special nature of civil liability.The third chapter is devoted to civil liability of independent directors of our accountability system and improve the response of the status quo.Independent directors from our country's responsibility to analyze the status quo,and explore the civil liability of independent directors to improve accountability of our system solutions.Sectionâ… ,first of all civil liability of independent directors on the proposed accountability system and an analysis of civil liability of independent directors of our country to hold the status quo,pointing out that the current legislation of independent directors on some great principles of accountability,and lack of realistic operational, well far from forming a set of accountability mechanisms,to ensure the legal responsibilities of independent directors are not enough implementation and accountability at the time,there is no independent directors to executives with other companies look at the difference,which is definitely up to some extent increase the legal liability of independent directors.And in sectionâ…¡of the three aspects of our country to improve the accountability system of civil liability of independent directors of the responses:1,first of all should be clear legislation on the duty of independent directors hold the principle of attribution;two,in the accountability of independent directors should be guided by the responsibility on,right,benefit to the principle of reciprocity;three,there is difference between building a system of accountability for the law.Missing for the current legislative situation,this article believe that the Supreme Court through the judicial interpretation of the main body of responsibility, details of the plan and the principle of liability for some transitional provisions,so in practice on the civil liability of independent directors hold more feasible,and to urge its due diligence,so that independent directors should really play a role.Finally in sectionâ…¢of the independent directors of the restrictions on civil liability and liability insurance described,which is also supporting mechanisms to improve accountability system of civil liability of independent directors of the important aspect that the establishment of an independent director of the limitation of liability and civil liability insurance for independent directors hold the enthusiasm.Finally,pointed out that the importance of the establishment of independent director of China's civil liability accountability system.Independent director system in China is still in the developing stage,the system itself is also exist much defects, accountability only through the legal constraints to the potential threat of legal duty,to promote independent directors in time and energy to carry out its due responsibilities and obligations,uphold and maintain the legal requirements of a fair and impartial. Independent directors of the legal system of accountability for improving the system of independent directors are able to successfully implement an important aspect, which is important for improving corporate governance.