The International Comparison And Study Of The System Of Independent Directors' Liability Insurance

Independent directors'Liability Insurance is a kind of professional liability insurance.The subject matter of this insurance is the economical compensation liabilities that the independent directors should bear for the shareholders,creditors and the third parties.It helps the independent directors make up the losses that they casused without using the exemption clause or the limitation liability clause.In the complicated society of market economy,the independent directors are entitled to some special authorities which are different from the common directors.Meanwhile they bear the duty of care and loyalty and face a lot of unexpected risks. Since the shareholders'conscious of safeguading-rights has strengthened, the independent directors are often indicted. During the process they will endure great losses in material interests and reputation. Therefore, many peolple flinch and dare not to make dicisions in their tenures of office or even refuse to assume the independent directors. In order to protect the independent directors who bear liabilities because of negligence and encourage them to perform their duties reasonably and intrepidly, the independent directors'liability insurance comes into being thereout. Besides, it is not only advantageous to disperse and reduce the risks of the independent directors performing duties, but also to provide protection for the shareholders and creditors of the company.The independent directors'liability insurance, as well as the independent directors system, is exotic. In abroad, the independent director's liability insurance system comes from the director's liability insurance system.It has formed a complete mechanism after 70-years development.This article analyses the history and contents of the independent director's liability insurance of the UK,USA and Japan,from which we can absorb the useful experience and lessons.By doing this,we can provide references for the establishment of the independent director's liability insurance contract of China. We have not established the independent director's liability insurance.We just provide protection for the independent directors by the"D&O"insurance.This article points out that the"D&O"insurance can not replace the independent director's liability insurace and expounds the reasons.Meanwhile this thesis analyses the necessity and feasibility of the establishment of independent director's liablity insurance combined with the newly revised company law , securities law, and so on. On the basis of studying the independent director's liability insurance system from abroad, the thesis elaborates the insurance contract from the aspects of insurance subject, insurance coverage,excluded liablity and the share of the premium ,and brings forward some legal suggestions for the matters related.The independent director's liability insurance is a new thing in China. We should learn the advanced experience from abroad and apply them to the practice of our country, and revise the law and regulations, civil compensation liability system, etc. From this, we can establish a perfect independent director's liability insurance system.