Study On The Judgment Standard Of Independent Directors’ Dutv Of Diligence In Listed Companies

In recent years,China has continuously developed the capital market,optimized the business environment,and strengthened the protection of the interests of small and medium-sized investors,which shows the country’s determination to improve the investment environment and boost the economy.The official rolled out of the registration-based IPO system across the country also indicates this point.Independent director,as one of the main methods to supervise the standardized operation of the company and protect the interests of small and medium investors,will be more important a role in the future.However,at present,there are some problems in our independent director system,one of the most important one is that there is no clear and unified judgment standard of the independent director’s duty of diligence accepted by both the academic and practical areas.This causes the problem that judicial adjudication is not uniform in practice and some adjudication standards are not accepted by the academic circle.For example,the KangMei case in recent years triggered discussions in the theoretical and practical areas and caused a wave of resignation of a number of independent directors.This is in some level related to the unclear judgment standard of the he independent director’s duty of diligence.Based on those questions,this paper attempts to conduct research through the combination of theory and empirical research,and the common reference of domestic and overseas experience,from the perspective of judging standards for the duty of diligence of independent directors of listed companies,in order to put forward meaningful suggestions.This paper consists of four parts.Part one is mainly about the introduction of the particularity of the duty of diligence of the independent director in listed company.Through the analysis of the origin of the independent director system,and the difference between it and the regular director or the supervisor system,and the connotation of the duty of diligence,it is concluded that under the two premises,listed companies and independent requirement,independent director’s duty of diligence has certain particularity.This is the reason why the judgement standard of duty of diligence should be different between the independent director and the regular director.Part two is mainly about the laws and regulations of independent director’s duty of diligence.This paper summarizes the current effective relevant laws,regulations,departmental rules and industry regulations,etc.With reference to foreign experience,the paper compares and analyzes the problems existing in the legislation of this matter in our country.Part three mainly introduces how the issue is adjudicated in our current judicial practice.Through the analysis of the existing cases,it is found that the cases involving the judgment of duty of diligence mainly involve civil cases and administrative cases,and the judgment standards of the two kinds of cases are also different.By selecting the important cases,the writer of this paper tries to conclude the problem in practice area.Meanwhile,this part analyzes the business judgment,and discusses whether such rules are suitable for our domestic conditions,as well as the feasibility of bringing it into our country.After the study in the first three parts,part four tries to raise a clearer solution to the current problem.In determining the judgment criteria,the similarity between independent directors and directors’ duty of diligence,as well as the particularity of independent directors,should be taken into account.And by analyzing the problems existing in our legislation and judicature,it’s possible to come up with a better judgement standard.In this paper,the author puts forward a judgment standard that takes the compatibility of rights and responsibilities as the principle,takes into account many objective restrictions on the performance of duties of independent directors,and analyzes specific matters.In addition,the judgment standard will be further refined under each issue and discussed in detail in the fourth part of this paper.Recently,the Company Law has been revised for the second time,which further stipulates the duty of diligence of directors,indicating that the independent director will be entrusted with more important responsibilities in the future and be more important in the governance of listed companies.Therefore,it is in line with Chinese law,economy and the development trend of the times to establish clear judgment standard of independent director’s duty of diligence.