Study On The Civil Liability System Of Independent Directors Of Listed Companies In China

The independent director system was established in the United States.In 2001,China established the independent director system in listed companies.However,the independent director system has failed to meet people's expectations,and the system is a "nominal" existence now.About how to better play to the role of the board of directors of the listed company,many experts and scholars studied from the perspective of incentive mechanism,such as expanding the independent directors authority,improve the condition of exercise.In addition to the inadequacy of the incentive mechanism,the imperfection of the independent director's responsibility system is also an important reason.In the existing legislation on the board of directors of the listed company responsibility focuses on the rules of the administrative and criminal liability,civil liability's identifying and undertaking lacks clear rules,the independent director is applicable in respect of obligations and responsibilities and executive director of the same standard.However,the independent director and executive director are different on the legal position or in the actual practice.In the legislation of the same arrangement caused the imbalance of rights and obligations of independent directors.Perfecting independent director system of civil liability,is not only more diligently perform their duties in order to urge the independent director,on the other hand is also in order to safeguard the legitimate rights and interests of the independent director,avoid heavy responsibility,independent directors so as to realize the unification of rights and obligations.This article will start from the angle of the punishment mechanism,on the basis of the existing legislation,draws the experiences of the independent director system mature outside of,in order to better improve the civil liability system of independent directors in listed companies in our country.This paper is divided into five chapters:The first chapter mainly introduces the background and significance of the thesis,as well as the research status of relevant problems in the civil liability system of independent directors of listed companies.The second chapter analyzes the civil liability system of the listed company's independent directors and provides the necessary theoretical support for the writing.Thispaper mainly expounds the connotation,nature,constitutive elements of the civil liability of the independent director and the significance of the independent director to bear the civil liability.The third chapter analyzes the status quo of the civil liability system of independent directors of listed companies in China.Content mainly includes the analysis of the current laws and regulations related to the independent director civil liability,and connecting with the actual case,the analysis of the independent directors shall bear civil liability in the judicial practice of the status quo,and this paper also summed up the independent director system of civil liability in our country at present the existing problems.The fourth chapter mainly introduces the extraterritorial law about the board of directors of the listed company in the civil liability legislation and practical experience,choose the one of the representative countries of common law system United States,and continental law system country Japan,and concluded that can absorb and draw lessons from the experience of our country.Base on the civil liability system of some existing problems of the listed company in China,fifth chapter combines with the experience of foreign,provides some advice on perfect the system of independent director civil liability in our country.This paper argues that,first of all,the improvement of the independent director civil liability system should establish the perspective of the imputation principles,established with fault principle of imputation principle,make a clear definition of the standards of duty of care and duty of loyalty.In addition,there should be certain restrictions on the assumption of the civil liability of independent directors to motivate independent directors to perform their functions more actively.