董事责任保险——制度变迁的法律分析

The Directors and Officers' Liability Insurance——A Legal Analysis of institution Vicissitude

我国董事责任保险制度的重心,在于保护独立董事和董事长的合法权益。在其运行过程中,反映出该制度的几个缺陷。董事责任保险制度具有降低董事正常履行职责时的经营风险、留住决策人才的功能。但此险种易诱发道德风险。国家应合理设计董事责任的除外条款,让董事适度地支付保险费,从而达到强化董事职责的目的。

The heart of directors' liability insurance lies in protecting both independent directors and leaders of director' interests. There are several defects of institution that have been reflected during applicability. Its functions are to decrease the transaction risk while the directors' work, to leave the policy-making talents. The institution is established according to available insurance interest, limited ability to take on the directors' liability, and public interests in society. But the kind insurance leads to moral risk very easily. So we shall design articles of contract beyond the directors' liability reasonable, let them pay for insurance money in order to reach the aim that strengthen directors' bounden duty.