董事责任保险制度的本土化进路

Localization of D&O Insurance System

《公司法》修订草案二审稿中首次明确公司可以在董事任职期间为董事因执行公司职务承担的赔偿责任投保责任保险,为董事责任保险制度这项舶来品在我国的发展提供了制度土壤。近两年我国越来越多的公司认识到董事任职风险的加剧,董事责任保险的投保公司数量激增。而董事责任保险制度在本土化中面临着法律法规层面的制度缺失、保险责任范围不明晰除外责任扩大化等困境,据此提出在《证券法》中明确董事过错行为的区分标准、《保险法》中制定董事责任保险的相关规定,适当扩大承保范围,审慎限制除外责任以及发挥保险人的外部监督作用等优化建议。

The second draft revision of the Company Law clarifies for the first time that a company can take out liability insurance for the liability of directors for the execution of the company’s duties during their tenure of office, which provides a systematic soil for the development of the D&O insurance system, which is an imported product, in China. In the past two years, more and more companies in China have recognized the increased risk of directors’ service, and the number of companies insuring D&O insurance has increased dramatically. In the localization of D&O insurance system, the system is faced with the lack of laws and regulations, unclear scope of insurance liability, exclusion of liability expansion and other dilemmas, according to which it is proposed to clarify the differentiation standard of directors’ fault behavior in the Securities Law, to formulate the relevant provisions of D&O insurance in the Insurance Law, to appropriately expand the scope of coverage, to prudently limit the exclusion of liability, and to play the role of the insurer’s external supervision and other optimization suggestions.