我国独立董事违反勤勉义务的认定标准问题探究
An Exploration of the Criteria for Determining the Violation of the Duty of Diligence by Independent Directors in China

从近年来向注册制转变的改革动向以及康美药业案中独立董事的高额民事赔偿可以看出，投资者保护的重要程度与日俱增。在此背景下，我国独立董事因任职公司违法而被要求承担相应法律责任及罚款金额都在进一步加重和提高，在司法实践中存在勤勉义务认定标准不明晰问题，并由此衍生出责任认定上“唯签字论”结果主义和原则性认定标准规定效力低且缺乏可操作性的问题，引发独立董事“辞职潮”，不利于该制度在我国的长远发展。因此，亟需重新审视现有独立董事制度，结合我国司法实践困境，构建本土化的独立董事勤勉义务的认定标准。
In recent years, the reform trend towards a registration system and the high civil compensation cases for independent directors in the Kangmei Pharmaceutical case show that the importance of investor protection is increasing day by day. In this context, independent directors in China are required to bear corresponding legal responsibilities and fines due to their illegal employment in the company, which is further increasing and increasing. In judicial practice, there is a problem of unclear standards for determining the duty of diligence, and this has led to the problem of “signature only” consequentialism and principle-based standards for determining responsibility, which has low effectiveness and lack of operability, causing a wave of independent directors resigning, not conducive to the long-term development of this system in our country. Therefore, it is urgent to re-examine the existing independent director system, combine it with the judicial practice difficulties in China, and construct a localized standard for determining the diligent obligation of independent directors.