A Study On Directors And Officers Liability Insurance Of The Listed Company

The liability insurance system of directors referred to in this paper is a kind of professional liability insurance,which originated in the countries of AngloAmerican law system.Directors liability insurance is the modern corporate governance structure change and balance of the directors,supervisors and senior managers of the rights and responsibilities of a large,from the perspective of the evolution of the modern company,management gradually grant is a long process,perfecting corporate governance structure is also a from the company constantly seeks to balance the rights and obligations between shareholders and directors of process.Development initial period in the company,the shareholders meeting as the highest authority in the company,enjoy the absolute control of the board of directors is a practitioner,in the modern,the emergence of "the board of directors center doctrine",let the company's rights in the hands of the board of directors,with the enlargement of the right director,director of the obligations and responsibilities are to be borne by the shareholders and the public more and more attention,director of the risk of facing also gradually increased,with the "securities law" to modify and securities supervision and administration department,the regulator to protect the interests of the investors increasingly clear directivity,which means that the company,directors,supervisors and senior management personnel shall bear the liability of the risk will be increasingly important,therefore,the listed company and its directors,supervisors and senior managers want to be able to spread their own risk,or heavy responsibility will lead to business decision makers to take prudent conservative management policy,against with the purpose of the pursuit of efficiency and benefit in the market,lack of innovation spirit and courage,eventually led to the operator impede economic development.Insurance system for the diversification and legislative requirements of strengthening combination of director liability,on the one hand can make boards fulfill his duties and comply with the obligation and duty of loyalty,diligence,on the other hand,can be in the form of insurance,disperse risk,corresponding to dispel the concerns of directors in management decisions.The article adopts the methods of literature analysis,comparative analysis,and empirical research method to divide the article into five parts,including:The first part introduces the research background of the article,domestic research situation,research methods and research significance,and lays the foundation for the discussion of this article.The second part introduces the basic connotation of directors' liability insurance,points out the source of liability of directors' liability insurance,and theoretically studies the coverage of directors' liability insurance.The third part introduces the necessity of the introduction of directors' liability insurance by listed companies.Through the analysis of the three dimensions of history,reality,and function,it elaborates the necessity of implementing directors' liability insurance in listed companies.The fourth part introduces the reason to the implementation of directors' liability insurance by listed companies.Through the institutional analysis of China's existing civil compensation and civil lawsuits,it studies the difficulties in the implementation of directors' liability insurance by listed companies.The fifth part introduces the proposal of directors' liability insurance by listed companies.Through the analysis and design of related issues in compulsory liability insurance,the current situation in China will be consolidated.It is suggested that the compulsory liability insurance for directors in the field of false statements be promoted.