董事补偿制度研究

A Study of Corporate Indemnification

在现代市场经济中,公司的经营者面临着越来越严重的法律责任风险。对于那些恪守诚实信用原则、为公司和股东利益而作为的董事,有必要设计风险转移机制来分散其部分法律责任风险;董事责任保险、董事补偿就是比较有效的两种制度设计。其中,董事补偿制度是由公司所提供的一种激励机制。董事补偿包括法定补偿和任意补偿两类。为了激励董事为公司和股东的利益而努力工作,我国公司立法应确立该制度。

In present market economy, company runners have to meet more and more legal liabilities and it is not unusual that directors suffer form claims of the third party. For those who well perform fiduciary duty and behave in good faith, it is necessary to devise institutions to contribute to their legal liabilities, among which, D＆O Liability Insurance and corporate indemnification are effective. Corporate indemnification is designed to indemnify, under relevant law or the constitution of the company, the loss suffered by a director due to a claim arising out of or pertaining to negligence occurred while he/she performs his/her corporate duty, or the costs incurred in an action related to the claim. In foreign countries, there are legal indemnification and voluntary indemnification. The present endeavor of this author is to observe the basic theory of corporate indemnification and propose how to establish the institution in China.