Directors'liability insurance,as an effective means to attract outstanding management personnel to act as corporate di-rectors abroad,presents a state of"acclimatization"in China.The reason is the lack of legislative guidance to the operation of di-rectors'liability insurance system,so it is necessary to investigate the basic principle of civil and commercial affairs and the char-acteristics of this insurance,clarify the basic infrastructure such as the insurance liability scope and premium payment party,and build a directors'liability insurance system in line with the practical needs of our country.At the level of laws and regulations,the CorporateLaw should further refine its provisions on directors'liability insurance system,and entrust the shareholders'meeting to decide on the purchase of this insurance.In the identification of"improper behavior",the traditional requirements of subjective and objective elements should be relaxed.As for the judgment of the validity of the disclaimer clause,we should draw reference from the Civil Code's correction of the explanatory obligation of the standard clause,and adopt the judgement degree that the com-pany can understand under normal circumstances as the criterion for the insurer having fulfilled the explanatory obligation.
关键词
董事责任保险/董事义务/免责条款/利益平衡
Key words
directors'liability insurance/director of the obligation/disclaimer clause/balancing of interests
维普
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