A Study On The Legal Liability System Of Independent Directors In China 's Listed Companies

The independent director legal system originated in the filed of corporate governance practices in the 30 s of the 20 th century in American, and quickly for reference by other western countries, since the 90 s also has gradually been introduced into our country. At first, the purpose of the legal system of independent directors create, is to strengthen the internal supervision of managers to protect the interests of the shareholders.Introducing the independent director system in China have the same values.Today, however, an unavoidable question is still not get rid of the plight of the localization, the system with the function of the board of supervisors of overlapping seem irreconcilable conflict and "not independent" phenomenon, independent directors have been criticized, insider trading behavior to happen from time to tome, which led to independent director system caught in a dilemma.Basically, it is directly related to insufficient of the legal responsibility of specification, so this paper will be put focus on China’s current legal liability system.This article is divided into five chapters as a whole, using the method of historical analysis and comparative analysis on the problems existing in the system of independent directors responsibility research deeply and in detail.The first chapter summarizes the independent director system of legal liability, first clarify the independent director system involved many concepts, then explore the origin and evolution process of the independent director system.The second chapter reviews the independent director system in our country, the introduction of background, legislative process, and according to the dispute over the question of system effectiveness, has been clear about the system in different stages, different emphasis of their differences in domestic system effectiveness is discussed.The third chapter studies the general theory of independent director’s system of legal liability, including the cognizance of the legal relationship analysis of the independent directors, independent directors concept, classification and legal responsibility of imputation principle, etc.The fourth chapter analyzes the independent directors implementation present situation and deficiency of legal liability system, the status analyzed summarizes the rights, obligations and responsibilities to regulate content of three aspects, then expounds the responsibility system in the appointment mechanism, the obligation of information disclosure norms, some problems of the professional committee set up, etc.The fifth chapter starting from the deficiency of legal liability system in China, talked about a targeted research for the United States and Japan both of relevant legal system design and management experience.The sixth chapter is about the lack of independent director system of legal liability and the successful experience of foreign governance, puts forward concrete measures of perfecting the system in our country, the content involves the appointment system, perfect compulsory professional committee system, the responsibility of the relief system and the standardization of the information disclosure obligation and so on.