Research On The Duties Of Independent Directors

The system of independent director is a feature of the Anglo-American corporate governance system. It is effective in several aspects, such as balancing the controlling shareholders, preventing the abuse of insiders'controlling rights, protecting the legitimate rights and interests of all shareholders, safeguarding the interests and improving the corporate governance of company.In August 2001, the China Securities Regulatory Commission promulgated "Listed companies on the establishment of independent director system guidance", Hereinafter referred to as "Guidance", clearly put forward in the introduction of independent director system for listed companies. In particular, in 2005, the new "Corporate Law" clearly defined the legal status of independent directors, thus making a legal basis for the independent director system on the legal level.However, the practice of corporate governance has shown that, the implementation effect of independent director system in China fell far short of expectations. In this paper, I think the influencing factors are manifold if we evaluate whether a system is reasonable and whether it can achieve the desired results. However, one of the important reasons why independent director system is difficult to play an important role in China is the duties and responsibilities of independent directors are not reasonably defined. At present, the research of independent director system is mainly focused on the role of independent directors, the necessity of introducing this system, or the design of it. However, the duties and responsibilities of independent directors are less concerned about. Meanwhile, the clarity of responsibilities is based on a clear duties system. Therefore, the starting point of this paper is studying the duty system of independent directors.On the basis of learning from foreign company's legislation and doctrine, and then by comparing and analyzing, this paper demonstrates the differences of duties between general directors and independent directors. Further, I also put forward some opinions on how to improve the duty system of independent directors in Chin's corporate law, with the purpose of making a useful theoretical exploration of corporate governance.The main part of this article is reflected in four aspects of the duties system of independent directors.The first part is preliminary exploration of the duties of independent directors. This section mainly discusses the concept of independent directors, functions and its relationship with the company's other departments, specially analyses the relationship between independent directors and the Board of Supervisors.The second part discusses the duties of independent directors. In this paper, the duties of independent directors is divided into duty of care, duty of royalty and duty of disclosure, and discusses the different content and standards of the general directors'duties and independent directors' duties. In particular, this part analyses the development of duty of disclosure.The third part is concerned that the responsibility of independent directors and the responsibility limitation of independent directors. Making a clear duties system of independent directors, Is conducive to a clear system of responsibility limitation of independent directors. Meanwhile, in order to make independent directors play a greater role in company management, this section also analyzes the contents of the responsibility limitation of independent directors.The fourth part analyzes how to improve duties system of independent directors in China. This paper discusses the shortcomings of our independent directors'duties, and puts forward some suggestions on improving duties system of independent directors in China. Including establish a credibility system of independent director, improve Liability Insurance System Independent Director and so on.