Comparative Research On The Independent Director Liability Insurance System Of Chinese And Japanese

Director 40s of the 20th century in the US, in view of the source at the company's Board of Directors to be the controlling shareholder manipulation, the Board of Directors to a certain extent lost authority operator's terms of reference, United States of America had brought up in the Board of Directors of external directors, introduced in the establishment of an effective corporate governance structures, prevent company was internal control. Truly independent Board of Directors in the 1960s after gradually, and in the 1980s in the United States and France and other countries are prevalent. In 2002, on 29 may, the Japanese completed 50 years after the war the largest commercial law, company law, which features the introduction of American Independent Director System, improve corporate governance in Japan. Listed as the large company to set up independent directors or strengthen independent supervisory, legal provisions only for arbitrariness, handed over to the company's own choice applies; independent directors of the company, the original supervisory system is abolished, another Executive Director, and the responsibility of the independent directors also differs from other directors, institutional setting is reasonable. June 29,2005, Congress passed the Civil Code of the company of Japan, "said Director's responsibility to shareholders, in addition to the benefits of the directors of responsibility remains. On the contrary, the company introduced the independent directors of rules, there are many shortcomings. We should absorb other people's experiences, both in the analysis of the independent Director liability system flaw, on its improvement suggestions and ideas, will our imperfect critical, as our corporate governance structure of rationality provides the legal foundation of science. The first part of this article is an introduction section, in this part of my simple wrote on purpose and significance, research content and methods. This article is the second part is independent Director liability system overview, mainly introduces the independent directors and independent Director liability of basic theory. First of all, from the independent directors of theoretical fundamentals, presented the existence of independent directors. After further describes the independent Director liability system of basic theory, presented independent Director liability refers to the independent directors in breach of its obligations or as a result of mistake or lazy to fulfill its mandate to improper promised but liability, independent Director responsible for good management responsibility, as a third party's shareholders, faithful responsibility, social responsibility and classification. Also describes the independent directors of independent directors in breach of duty of loyalty, independent Director Breach of duty of care responsibilities such as responsibility. As further discussed below laid a theoretical basis. The third part of this article focuses on the Japanese independent Director Liability system, respectively from Japan the institutional evolution of independent directors, independent Director Liability principle, independent Director Liability of manner, mode, independent Director Liability limitations and exemptions and other four aspects are discussed. The Japanese business law for AG independent Director Powers expanded of reality, in order to ensure fair and effective business, thereby protecting the company's and shareholders, creditors, and the interests of the third party, etc, set a number of principles, the directors can implement strict criminal liability. For standalone Director Liability, Japan has implemented the behavior of the independent directors of the Corporation are jointly and severally satisfaction or damages. Behavior based on independent resolution of the Board of Directors and implementation, the resolution represents a favor of independent Director is considered the implementation of the behavior of independent directors. The Japanese business law and regulations, attended the independent directors of the Board of Directors resolution, is not independent of the Board of Directors Hansard records its objection to a presumption in favor of the resolution. Independent Director Liability of a shareholder representative action system and shareholders against directors offence system. Part four of this article describes the Chinese independent Director Liability system, first from independent Director Liability system introduced by the independent directors, analysis of the status quo. China's independent directors to fault the principle, regarding the liability of independent directors on our way to administrative duties, civil responsibility, criminal responsibility, such as the three are required, this article's fifth part is the focus of this article, and both countries independent Director liability system, we can conclude that in both countries apply different doctrine; Japan has established a more complete Director liability system, in-depth study of the Japanese business law established the independent Director liability mechanism, for perfecting the relevant legal system has a very important reference value, for reference. At the same time, also to the liability of independent directors, the independent directors of reality and exemption from liability. The sixth part of this article is the conclusion to this part of the main part, and the summary of the methods adopted these summary analyses, at this conclusion that is, the bold, the principle of openness and thinking, experience culture, drawing, actively promoting the healthy development.