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我国2005年颁布的《中华人民共和国公司法》(以下简称《公司法》)重申并强调了董事或高级职员(以下简称董事)的勤勉和忠实义务,有利于公司董事在进行决策、经营的过程中,更好的履行勤勉和忠实义务,但正像改革开放的窗口既迎来了春风也给了蚊子可趁之机一样,这样的规定同时也会在一定程度上压抑公司董事的积极性和创新性,在具体业务操作中会影响其管理水平的发挥。而为董事加入董事责任保险是现代公司分散经营者经营风险,充分发挥其经营管理才能的最常见、最有效的手段之一。我国2002年发布的《上市公司治理准则》(以下简称《上市公司治理规则》)从政策层面认可了董事保险责任制度,但是完整的制度建立有待进一步努力,本文从董事责任保险制度的含义及其与相关制度的冲突与协调等方面,拟对我国董事责任保险制度的构建提出相关见解。
The “Company Law of the People’s Republic of China” promulgated in 2005 (the “Company Law”) promulgated and emphasized the diligence and faithful obligations of directors or officers (hereinafter referred to as directors) in favor of the process of making decisions and operating the directors of the Company In the better fulfill diligence and loyalty obligations, but just as the window of reform and opening up ushered in the spring breeze also gave mosquitoes the same opportunity, such a requirement will also to some extent suppress the enthusiasm of the directors and innovation Sex, in the specific business operations will affect the management level of play. However, adding directors’ liability insurance to directors is one of the most common and effective means for diversification operators to manage their risks and give full play to their management ability. The Guidelines on Corporate Governance of Listed Companies issued by China in 2002 (hereinafter referred to as “Rules for Corporate Governance of Listed Companies”) approved the insurance liability system of directors at the policy level. However, the establishment of a complete system requires further efforts. This article analyzes the meaning of the system of director liability insurance Conflict and coordination with related systems and so on, it is proposed to put forward some opinions on the construction of the liability insurance system of directors in our country.