The independent director system is an important component of corporate governance,but it seems that independent di-rectors in China have not played the expected role since its establishment in China over 20 years ago.Therefore,it is of practical significance to explore the institutional construction of independent directors'conscientious fulfillment of their responsibilities and promote the healthy development of China's capital market as a result.This paper constructs a game model,analyzes the mecha-nism of the influence of administrative penalties and directors'liability insurance on the performance of independent directors,and conducts an empirical test based on the data of listed companies from 2005 to 2020.The study finds that:administrative penalties can to some extent urge independent directors to work conscientiously and reduce the risk level of the enterprise,but too high pen-alties will dampen the motivation of independent directors to fulfill their responsibilities and lead to abnormal resignation;director's liability insurance can reduce independent director's resignation,and significantly increase the motivation of independent direc-tors to fulfill their responsibilities and reduce the risk of the enterprise.The policy implications are that appropriate and managed administrative penalties should be imposed to avoid the negative impact of excessive penalties on the normal performance of inde-pendent directors,and it is recommended to promote the directors'liability insurance system to protect the legitimate rights and in-terests of independent directors,so as to enable the independent director system to play a greater role.
关键词
独立董事履职/董事高管责任保险/监管处罚/企业风险
Key words
Independent director performance/directors'and officers'liability insurance/regulatory penalties/corporate risk
维普
万方数据