On The Scope Of Liability Of Directors' Liability Insurance

The director's liability insurance,it is a kind of insurance that takes the civil liability arising from the misconduct in the process of performing the duties of directors and senior management personnel of the company as the object of insurance.It is a typical occupational liability insurance,based on the civil liability system of the directors and senior managers,and conforms to the legislative trend of constantly strengthening the obligations and responsibilities of the directors and senior managers.Its purpose is to help the directors and senior managers to resist their occupational risks.At the same time,it also creates a good risk control and supervision mechanism for the company,which is beneficial to the improvement of the modern corporate governance structure.Due to the multiple values of directors' liability insurance,the two insurance companies,Chubb Group and Ping An of China,joined forces to jointly launch China's first directors' liability insurance in 2002.However,as of now,directorial liability insurance has been developed in China's insurance market for more than ten years.This type of insurance product,which has developed maturely in Europe and America and has considerable market potential,is not optimistic about the development prospects in China.The proportion of domestic company insurance for directors' liability insurance remains low,with less than 10%.Why is this insurance product,which has proved its value in developed countries in Europe and America,not popular in the domestic insurance market?The reason for this is that directorial liability insurance is,after all,an "imported product" imported from abroad.In China,the symptoms of "acclimatization" are clearly manifested and are reflected in the issue of directors' liability insurance coverage:First,there is insufficient legal basis at the level of directors' liability insurance system;Second,there is a lack of clear definition of "improper conduct"which is the core content of the definition of liability;Third,the scope of liability does not meet the legal environment in China.Fourth,the design of exclusionary responsibilities is unreasonable.There are many problems in the scope of responsibility,making our country's directors' liability insurance difficult to meet the actual need for risk aversion of directors and senior managers in China.Therefore,we must first solve many problems in the scope of our liability in order to develop Chinese directors' liability insurance.First of all,it is necessary to add regulations on directors,liability insurance in the "Company Law" and"Insurance Law" in China to make up for the inadequacy of the director's liability insurance system in the legal basis,and to improve the civil liability system for directors in China.Second,we should learn from the definition of "improper conduct"in foreign countries,grasp the nature of "improper behavior",and accurately determine the behavioral behavior and subjective mistakes of the two major elements of "improper behavior";Thirdly,as for design irrational issues regarding the scope of liability,we must follow the principle of "improper conduct" and examine the actions that may lead to the civil liability of directors and senior managers as stipulated in China's legal or judicial interpretations.Including self-transactions and related transactions,the use of company opportunities,false statements and notices,notices during the company's liquidation period,the establishment of liquidation groups etc..Finally,with reference to the stipulations of foreign directors' liability insurance liability,combined with China's "Insurance Law" and the provisions of our country's law on directors and senior managers' duty of loyalty,we have made specific provisions on the liability of our country's directors' liability insurance.We look forward to improving our country's directorship liability insurance system.