The Civil Responsibility Of Independent Directors To The Company

It happens a lot in the listing companies in China that large shareholder controls the company changed through the national enterprises reformation. We introduce the independent director system just based on this practical circumstance. However, the independent director system has not functioned as it is wished to in practice for the immature outstanding conditions, and a number of relative systems have to be improved. The ignored legal responsibility of independent directors and deficiency of legal restrictions make some of the independent directors turn to be formalized. The legal responsibility system of independent directors, a system to restrict independent directors to be diligent and duteous, has important meanings. This article introduces the source and development of the independent director system, discusses the theoretical basis and significance of the responsibility of independent directors on companies, and introduces the independent directors system of the U.S. and the current situation of that in China. This article clarifies the form and approach for independent directors to carry the civil responsibility to the company through analyzing the nature and constituting elements of the responsibility of independent directors, on the basis of which this article visualizes the idea and principle to structuring the independent directors system in China. Finally, this article proposes the legislative suggestion specially on the civil responsibility of independent directors to the company.