独立董事这一制度产生于美国。它是在美国“一元制”的公司内部治理结构的模式之下诞生的。通过独立董事制度的建立,公司的有效治理、监控职能等方面有了一定程度的优化。然而,我们不难发现独立董事所涉及的法律责任归责与承担问题却是现实操作中不可回避的问题。而我国法律与行政法规对于独立董事的法律责任的规定却又存在着缺失,这导致在实务中缺乏具体的、明确的指引,独立董事制度的实效无法发挥。一、独立董事的特殊功能独立董事,指不在公司担任董事职务以外的其他职务,并且与其受聘的上市 This system of independent directors was born in the United States. It was born under the model of internal corporate governance in the United States. Through the establishment of an independent director system, the Company’s effective governance and monitoring functions have been optimized to a certain degree. However, it is not difficult for us to find out that the liability and commitment of legal responsibilities involved in independent directors are an unavoidable issue in practical operation. However, there are still some deficiencies in our country’s legal and administrative regulations on the legal liability of independent directors, which leads to the lack of specific and explicit guidelines in practice. The actual effect of the system of independent directors can not be realized. First, the special features of independent directors Independent directors, refers to the company does not hold other positions other than the duties of directors, and its hired listed