On Legal Responsibility Of Independent Directors

The"insider Control"phenomina which happened in our listed company, seriously caused the company's short-term behavior and the abnormal related transaction between listed company and it's controlling shareholders. As a result, the independent director system was introduced into our country for developing the listed company's governance. But in fact, the independent director didn't function as the way he should be. Since such system was introduced into the company governance structure, its implementation showed that the localization of the system was confronted with"the bottleneck"in China. The aim of this dissertation is to further improving the independent director system through focusing on the leagal liability of independent director.For the improvement of independent director system, what most scholars greatly concerned about were the independency, rights protection and incentive mechanism of independent director. This system is a new scheme both on legistration and implementation. The key problems mainly exist in recruitment, rights protection and salary factors, all of which affect the effectiveness of the system. But while the above factors was improved, in order to prompt the independent director performing their responsibilities and obligations, we have to strongly emphasize the leagal liabilty of independent directors. Therefore, the contraint on legal liability for indepencent can not be ignored.Firstly, this dissertation outlined the background and development of independent director and the system, and the significance of being introduced into our country; secondly, analyzed the general theory of independent director's legal liability, rights and obligations of independent directors, expatiated their civil, criminal and administrative liabilties; finally proposed some suggestions from the perspective of independent director's legal liability for the improvement of independent director system. On the one hand, we must strenthern independent director's legal liability by means of perfect the liability persuing system, specify their liability to the third party; define their criminal subject status, and formulate differential criminal liability system;on the other hand, we should protect their enthuiasm and initiative, resonablly lower their risks through developping the liability remedy system and setting up the liability elimination and insurance system of independent director.