Research On The Responsibility Of Independent Directors In False Statements

"Kangmei Pharmaceutical case" triggered a hot debate on the boundary of independent director’s responsibility in the industry.Misrepresentation can not only lead to losses for investors,but also damage the reputation of the company and the market.In the case of false statements,independent directors play an important role,because they are one of the key figures in the corporate governance structure.In securities misrepresentation cases,independent directors bear tort liability based on duty of care,but the unclear standard of duty of care has always been a dilemma in law enforcement and judicial practice.In the legislation,the responsibilities of directors are unified,but the responsibilities of independent directors and other directors are not distinguished,and the particularity of the responsibilities of independent directors is ignored.At the same time,independent directors lack the responsibility reduction and exemption mechanism,which cannot help them to disperse the performance risk,so that they become a high risk and low return occupation.In order to improve the effective permit of the independent director system and protect the individual rights and interests of the independent director,the judgment criteria for the duty of diligence should be improved as soon as possible,and the compromise standard should be taken as the identification standard for the duty of diligence and the independent director should be given the trust right to professional advice.Legislate as soon as possible to separate the responsibilities of independent directors from those of other directors.In order to solve the problem of lack of liability reduction and exemption mechanism,a set of operable liability limitation and exemption mechanism should be established.By limiting liability limit,encouraging companies to establish liability reduction and exemption mechanism and developing liability insurance of independent directors,the authority and responsibility of independent directors should be balanced and their supervision function should be effectively ensured.