An Analysis Of Independent Directors’ Diligence Duty

By actively implementing the independent director system in China,enterprises have higher governance capacity.However,the independent director system has not achieved very good application results,especially the obligations of independent directors and related regulatory systems,which have a series of deficiencies.Since the establishment of independent directors,they have specific attributes.Because independent directors belong to external personnel,they are usually not familiar with the operation of enterprises and cannot systematically understand the operation information of enterprises.Our legislative departments have high expectations for independent directors.Based on the dimension of independent directors,this paper makes a comprehensive analysis of the diligence obligations involved by independent directors,and by comparing and analyzing the diligence obligations involved by independent directors with the relevant requirements of other countries,it argues that the particularity of independent directors makes it unclear to define their diligence obligations with those of directors.At the same time,China’s company law lacks the exemption clauses for independent directors to perform their diligence obligations,which is not conducive to the effective performance and further development of independent directors’ diligence obligations.Based on the national conditions and drawing lessons from experience,this paper tries to put forward solutions,so that independent directors and directors’ diligence obligations have a clear dividing line,and fully guarantee independent directors’ comprehensive independence.By actively introducing business judgment rules,the relevant systems involved in independent directors’ diligence obligations can be optimized,and then the successful implementation of judicial practice can be promoted.This paper makes reference to civil law system and Anglo-American law system,and at the same time probes deeply into the requirements of independent directors’ diligence obligation.On this basis,it studies the diligence obligation of independent directors in China,and combines with the specific legislative and judicial environment in China,which can be used as reference for advanced system design,and then builds an independent directors’ diligence obligation system in line with China’s national conditions.