Research On The System Of Liability Insurance For Independent Directors

Independent director plays an increasingly important role on improving the corporation governance structure and safeguarding the legal interest of listed company, esp. the minor shareholder. Meanwhile, there is a stricter tendency on the legislation for independent director's liability in different countries. In order to reduce efficiently the legal responsibility and career risk of independent director and increase the enthusiasm of independent director to perform its duties, the system of liability insurance for independent directors emerged and became an indispensable important part of the system of independent directors. It originated from USA in 1930's and was introduced into China at the end of 20 century, although developed slowly. The system of liability insurance for directors still obtains to this day in China. Owing to the essential difference in responsibility, right and interest between independent directors and other directors, apparently, the existing system of liability insurance for directors in China can not accommodates to the development of the system of independent directors. Consequently, it is particularly important and increasingly urgent to establish a system of liability insurance for independent directors appropriate to China's actual situation. Based on the actual situation of the existing corporation governance structure of the listed company, the responsibility, right and interest of independent directors and the existing system of independent directors in China, this thesis puts forward a few ideas and proposals on establishing China's system of liability insurance for independent directors, learning from the successful legislation practice and experience in foreign countries.In addition to the Preface and Conclusions, this thesis consists of four chapters.In the first chapter, it introduces the origin of the system of liability insurance for independent directors, defines the legal connotation of the liability insurance for independent directors and puts forward the basic principles for research on the system of liability insurance for independent directors.In the second chapter, it analyzes the actual requirements of the development of the system of independent directors in China, points out the existing problems of the system of liability insurance for directors in China and expounds the necessity of establishing the system of liability insurance for independent directors in China.In the third chapter, it analyzes the legal basis, jurisprudence basis and realistic basis of establishing the system of liability insurance for independent directors in China and expounds the feasibility of establishing the system of liability insurance for independent directors in China.In the fourth chapter, it analyzes the key legal issues of establishing the system of liability insurance for independent directors and puts forward a few proposals on establishing the system of liability insurance for independent directors.