| Our country have been introduced the independent director system several years. But it is does not work very well, the reasons is extensive, a unfit correlation system is a important reason. The civil liability of independent directors as a important part of independent directors system, which should be regulated, but there have no regulation about it in china. So the independent should take same civil liability as inner directors take, apparently, the liability the independent directors take is too heavy. The base of legal liability of independent directors is right and obligation, independent directors have some special right except the basic right common directors held. The civil liability of independent directors can be divided to company civil right and civil right to third person, for company civil right character liability cased by disobey attendant obligation is liability for breach of contract, and the character of liability cased by disobey faith obligation is tortuous liability, especially, the character of liability the independent directors take at the misstatement case is legal liability. Achieve legal liability need proceeding, in our country, Corporation Law ordain correlation litigation route, which afford the litigation route for victim. The characteristic of independent directors make the civil liability they take is differ from inner directors. The country have perfect independent directors system limit the legal liability of directors (independent directors) all, limit the civil liability of independent directors is propitious to independent directors play a role in corporate governance. The major foreign mode of limiting liability as follows:constitution limit independent liability; contract limit independent liability; board of shareholders derate independent liability;company compensate loss independent directors charged. Our independent directors system is migrated, so we can study the foreign mode of limiting independent director civil liability.
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