Research On The Information Disclosure Objection System Of Directors Of Listed Companie

Shortly after the implementation of the Securities Law,the successive "non fidelity" incidents of directors,supervisors and senior executives have caused many investors to question and worry about whether the director objection system of listed companies will become the "umbrella" for directors to evade their guarantee responsibilities.The regulatory authority has made it clear that dissenting directors cannot be exempted from liability only by raising objections.However,while providing voice channels for dissenting directors,the system has not opened the channel between dissenting directors’ information disclosure and liability reduction,which makes them face many problems in practice,such as abuse of dissenting rights,non-standard exercise of dissenting rights,and difficulties in protecting the rights and interests of dissenting directors.For example,what functions does the director information disclosure objection system of listed companies bear? How to measure the standard of directors’ diligence? Should the directors be responsible for ensuring all contents of the information disclosed? How to establish a link between the director’s objection to information disclosure and liability relief? Is there any standard for stating reasons? The right of information disclosure is concentrated on the issuer.What is the channel for dissenting directors to "directly apply for disclosure" ? How can Dong Jiangao protect him from retaliation after his dissent? Such a series of questions have made the information disclosure objection system face difficulties in practice.In the context of the Securities Law pushing personal responsibility to a new height,the dissenting directors urgently need an export of liability relief.How to realize the original design intention and normative intent of the system in Paragraph 4of Article 82 of the Securities Law is worth in-depth consideration.This paper is divided into four parts.The first part analyzes the relationship between the rights and obligations between the directors and the company of the listed company and the connotation of the directors’ obligations,expounds the premise of exercising the right of objection to information disclosure and the necessity of objection to information disclosure;The second part combs the legislative and judicial status quo of the information disclosure objection system.In terms of the legislative status quo,from the course and purpose of the establishment of the information disclosure objection system to the nature of the information disclosure objection,the rules of the information disclosure objection are interpreted from the perspective of context and system;In the aspect of judicial status,starting with practical cases,this paper summarizes the abuse of the right of dissent,the nonstandard exercise of the right of dissent,the difficulty of dissenting directors to reduce their responsibilities according to the exercise of the right of dissent,and the vulnerability of dissenting directors to retaliation by the company;Combined with the legislative and judicial status of the information disclosure objection system,the third part deeply analyzes the practical difficulties of the information disclosure objection system,and summarizes five problems of the system;The fourth part focuses on the problems in the implementation of the system,and puts forward targeted suggestions on the improvement of the system from the following aspects: clarifying the identification criteria for the directors of listed companies to violate the duty of diligence,standardizing the "statement of reasons",distinguishing the responsibilities of directors in different positions,clarifying the conditions for the relief of responsibilities of dissenting directors,and constructing the protection mechanism for dissenting directors.