Study On The Diligence Duty Of Independent Directors Of Chinese Listed Companies

Since the establishment of the independent director system of listed company in our country,the system has played a positive role in promoting corporate governance,promoting protection of minority shareholders’ interests,improving the decision-making mechanism of the board of directors,preventing illegal activities.Duty of care is the core foundation of independent director system.Based on the investigation of the system related to the duty of diligence of independent directors of listed companies and the identification of the duty of diligence of independent directors in practice,the connotation of the duty of diligence of independent directors of listed companies is fuzzy,the boundary of the subject of responsibility is not clear,and the judgment standard is not clear.The high risk of responsibility taking and the failure to realize the right to know diligently have affected the development of the independent director system.It is of great significance and value to study the system of duty of care of independent directors and related issues.This paper is divided into three chapters:The first chapter analyzes the current situation of the diligence duty system of independent directors,discusses the relevant identification basis and judgment criteria of whether independent directors perform the diligence duty in practice,and puts forward the existing problems of the diligence duty of independent directors of listed companies.The second chapter discusses the problems existing in the duty of diligence from the aspects of clarifying the connotation and particularity of the duty of diligence,the particularity of the identity of the independent director,the judgment criteria of the diligent performance of the independent director and the choice of the path of the responsibility of the independent director.Chapter three,on the basis of theoretical analysis,clarifies the connotation of independent directors’ duty of diligence,distinguishes the types of independent directors’ duty of diligence,and details the specific content of independent directors’ duty of diligence.In terms of improving the judgment standard of the duty of diligence of independent directors,the judgment standard is divided into general judgment standard and specific judgment standard by clarifying the boundary of responsibility subjects.Starting from the improvement of the equitable mechanism of the duty of diligence of independent directors,the establishment of the liability limitation and exemption mechanism of independent directors is proposed,and the improvement of the independent directors’ liability insurance system and the introduction of business judgment rules is proposed,and the protection of the right to know of the independent directors’ diligent performance is proposed,including the establishment of information acquisition and communication mechanism and the improvement of the independent directors’ right of reasonable trust in information is proposed.