Research On Civil Liability Of Independent Directors In False Statements Of Securities

The introduction of independent director system is not only an essential requirement for optimizing the organizational structure of our company,but also an inevitable choice for the securities market facing new opportunities and challenges at present.As the supervisor of listed companies,independent directors have the obligation to supervise the company’s securities false statements and give independent opinions.Once the independent directors fail to perform these two obligations and bring losses to investors,they need to bear the corresponding civil liabilities.On January 5,2022,China Securities Regulatory Commission made appropriate adjustments to the rules related to independent directors and promulgated and implemented the Rules on Independent Directors of Listed Companies.Then,on January 21,2022,the Supreme People’s Court issued the Provisions on Hearing Civil Compensation Cases Concerning False Statements in the Securities Market(hereinafter referred to as the Provisions on Civil Compensation for False Statements).The exemption of independent directors in such cases is stipulated.On April 14,2023,The General Office of the State Council issued Opinions on the Reform of the Independent Director System of Listed Companies,defining the reform tasks in all directions,including clarifying the responsibilities and positioning of independent directors.In practice,Kangmei Pharmaceutical’s high civil compensation liability triggered a wave of resignation of independent directors.The risk of independent directors performing their duties was constantly increasing,and their powers and responsibilities were in an unstable state.Therefore,the content of this paper is to study false statements,a common scenario of securities violations.It is necessary to balance the supervision and check role of independent directors in the information disclosure of listed companies,and enable independent directors to bear reasonable and appropriate civil liabilities,so as to provide useful reference for the independent director system and good securities market environment.Excluding the introduction,this paper is divided into five parts:The first part is about the basic theory of the civil liability of independent directors in the false statement of securities.At present,the civil liability cases of independent directors are basically related to securities false statements,so it is necessary to understand the connotation of false statements.The theoretical basis of independent director system includes two aspects: separation of ownership and management and principal-agent.An accurate understanding of the theoretical basis is helpful to the subsequent analysis of civil liability.This paper introduces the guarantee obligation of information disclosure and the duty of diligence and responsibility,and the legal obligation is the basis of responsibility,and defines the nature of civil liability as tort liability,and the legal basis of supplementary compensation liability and proportional joint liability.The second part,starting from the development status of the independent director system and the situation of civil liability cases,points out the problems existing in the civil liability of independent directors in the false statements of securities at the present stage.The self-positioning of independent directors is inconsistent with the requirements of legal positioning,which also causes the independent directors to be inactive in the process of performing their duties.At the same time,according to the general case hearing process of "What kind of responsibility identification standard should be followed-whether there is any exemption situation-choice of liability bearing form",the paper sorts out the fuzzy responsibility identification standard,insufficient practical exemption situation and excessive liability bearing amount.The third part examines the civil liability of independent directors in securities false statements made overseas,and analyzes it from the perspectives of the United States and Japan.It analyzes the content of commercial judgment rules and liability limitation contracts from the perspectives of role positioning as supervisor,the content of duty of diligence and the way of liability exemption.It provides inspiration and suggestions for our country to improve the civil liability of independent director.The fourth part is the improvement of the independent director’s civil liability in the false statement of securities.Based on the questions raised in the second chapter,combined with the practice of independent directors in the United States and Japan,it points out that the supervisor is the starting point of the system improvement.At the same time,it clarifies the standards of civil liability identification from the two aspects of distinguishing independent directors from non-independent directors and introducing commercial judgment rules,and provides a more specific explanation and analysis of the provisions of the exemption standards.Consider signing the liability limitation contract in advance,so as to provide certain protection for the civil liability of independent directors;To balance the interests of independent directors,investors and listed companies by choosing proportional joint and several liability as a reasonable way to assume liability.The fifth part is the conclusion.At the end of the paper,the value of the independent director system to the overall operation of our company is affirmed again.It is unreasonable to blindly increase the civil liability of independent directors from the perspective of negative incentives.Meanwhile,it cannot get to the root of the problem only by taking many measures to guarantee the performance of their duties.Can meet the legislative setting of the system.