Study On The Construction Of D&O Insurance System In China

Under the modern corporate system,directors' duties and responsibilities are increasingly strengthened and the arrangement of directors' liability system has become an important issue for the development of the corporation.It has put forward higher requirements for the improvement of the corporate system on the coordination of the balance of interests between different entities.In the governance of listed companies,the introduction of D&O Insurance can meet the requirements of corporate system innovation.From the perspective of directors,D&O Insurance is an effective mechanism to transfer their own professional liability risks.From the perspective of corporate governance and social welfare,on the one hand,D&O Insurance is a incentive way for talents.It encourages directors and senior officers to innovate bravely,actively participate in the corporation's operation and management,and improve the efficiency of the corporation.On the other hand,insurance companies conduct detailed investigations of directors and senior officers and formulate a comprehensive evaluation system before signing insurance contracts,form a binding mechanism through the terms of D&O Insurance contracts,pay attention to the misconduct of corporations and directors,promote the improvement of corporate governance structures,and play an external supervisory role as the insurer.Since Ping An Insurance corporation of China and Chubb Insurance corporation of America launched the first domestic D&O Insurance contract in 2002,D&O Insurance has developed in China for 18 years.Compared with the popularity of D&O Insurance overseas,the development of D&O Insurance in China has always faced the embarrassing situation.Inspection on the emergence and development of D&O Insurance systems in developed countries,all are based on a sound civil liability system.Under the sound civil liability system,the operator of the corporation is assumed heavy civil liability,which creates the objective need to transfer liability through insurance.However,under our country's existing legal system,the director's duty of care lacks specific regulations and judgment standards,the directors 'civil liability is not perfect,and the system of liability insurance is too simple,which hinders the development of D&O Insurance in China.Studying the D&O Insurance system in China needs to study its theoretical and institutional foundation.To deepen the understanding of the system's effectiveness,we should analyze the characteristics and value of liability insurance,and through studying the obligations and responsibilities of directors under the legal framework of China,we could demonstrate the institutional obstacles in its development process and provide an improvement direction for the director's civil compensation liability as the basis of its system.With the promulgation of the new "Securities Law",the full implementation of the registration system,and the increased punishment for securities violations,the directors' professional liability risk has greatly increased,which has provided a market for the development of D&O Insurance in China.D&O Insurance has ushered in new development opportunities.Copying the terms of D&O Insurance contracts in the United Kingdom and the United States blindly does not meet the actual needs of the development of D&O Insurance in China,which makes it difficult to localize D&O Insurance in practice.The D&O Insurance system in China should be based on the advanced overseas experience,and be committed to exploring the path of localization of the D&O Insurance system.It should deal with the relationship between the D&O Insurance system and the corporation,securities,and insurance legal systems,combined with the corporation compensation system and insurance contract information disclosure system,form the D&O Insurance system with the combination of a director's personal liability insurance,corporate compensation liability insurance and corporate entity liability insurance.