Study On The Performance Of Diligence Obligations Of Independent Directors In Listed Companies

Since the introduction of China,the independent director system has failed to achieve the preset effect in the governance of listed companies,and there are many reasons,among which the unclear diligence obligation of independent directors and the ambiguous performance standards of independent directors are one of many reasons.First of all,the object of the diligence obligation of independent directors should be consistent with the institutional goal of protecting the rights and interests of small and medium investors.Therefore,the duty of diligence of independent directors is quite different from that of traditional directors,which is mainly reflected in the different objects of supervision and the obligation of information acquisition.In the determination of civil liability for misstatement of securities,the duty of independent directors is the supervision obligation and investigation obligation.At present,the "New Rules on False Statements" issued by the Supreme People’s Court of China and the "Administrative Measures(Draft)" issued by the CSRC stipulate the identification standards of independent directors in detail,but there is still room for further improvement of relevant regulations.At the same time,the performance standards established in China’s judicial practice also are not unified and clear.Combined with the above situation and through the study of external independent director diligence obligation performance standard,this paper puts forward three Suggestions to improve the independent director diligence obligation to perform standard: establish a combination of subjective and objective performance standard,supplementary information of the degree of performance standard and perfect trust expert opinion of performance standard,in order to identify independent director diligence obligation in judicial practice to provide unified clear reference standard.