Study On The Mechanism Of Civil Multilayer Liability Of Independent Directors Of Listed Companies

In the context of the special representative litigation system,the anxiety of civil liability of independent directors of listed companies has been continuously increased.The sky-high compensation verdict against independent directors in the Kangmei Pharmaceuticals case was supposed to serve as a restraint on the diligence of independent directors,yet the actual effect has been the opposite,with the withdrawal of independent directors becoming increasingly serious.Obviously,the increasingly severe punishment mechanism is not the best choice path to solve the problem.Therefore,how to improve the system of independent directors and give full play to the role of independent directors in the governance of listed companies has become an issue that has to be considered.In China’s judicial practice,the district courts have also not reached a judicial consensus on the civil liability of independent directors,and there are differences in bearing joint and several liability,proportional joint and several liability and supplementary liability.The unclear provisions on the civil liability of independent directors,the unclear boundaries of the determination of diligence,and the difficulties in the application of the defense of exoneration have created difficulties in delineating the civil liability of independent directors.In judicial practice,some courts have established a new form of civil liability for independent directors based on the principle of comparable fault and liability-proportional joint and several liability,which breaks through the principle of full compensation for joint and several liability.In order to avoid the strong liability triggering the obvious chilling effect,the development of judicial practice should be taken as an opportunity to refine the judgment standard of independent directors’ diligence,improve the defense mechanism of independent directors’ exemption from liability,and build a multi-layer liability bearing mechanism that is compatible with the degree of fault of independent directors of listed companies by taking the degree of fault of independent directors as a tiered standard.In order to achieve a balanced allocation of powers and responsibilities of independent directors,improve the governance effectiveness of independent directors and promote the modernization of corporate governance system and governance capacity.