董事資訊請求權最根本之核心內涵即董事於執行業務時之風險管理，亦即為免其負損害賠償責任與公司受不利益，創造董事個人及公司利益雙贏局面。
現行法下，司法判決以類推適用監察人規定賦予董事資訊請求權，惟董事資訊請求之範圍、內容等，均未明文規範，故有探討之必要，否則界定之範圍恐流於空泛，易生模糊空間與爭執。
雖然民國107年公司法修正草案第193條之1未通過，無法使董事資訊請求權具有明文化之地位，但透過函釋、法院判決仍有待未來將董事資訊請求權增訂於公司法中。本文將由行政函釋、司法判決及相關立法爭議彙整，最後再以董事資訊請求權之相關問題進行討論，提出對於我國金融、經濟市場最合適之規範。
The most fundamental core connotation of directors’ right to request information is the risk management of directors when they conduct their business. In other words, to avoid their liabilities for damages and the detriments to the company for the purpose of creating a win-win situation for the interests of both directors and the company.
Under the current legal practice, judicial decisions apply supervisory regulations by analogy to render directors the right to request information. However, the scope and contents of directors’ information requests are not expressly provided, so it is necessary to explore, otherwise the scope of the definition will remain blank, and there will exist ambiguity for causing further disputes.
Since draft Article 193-1 of the Amendment to the Company Law of the Republic of China was not passed in 2018, it is hence not written by statute as to the question of the directors' rights to request for information. Instead, through administrative notices or interpretations, the court held positive as to the directors' rights to request for information, which is still subject to codification into the Company Law in the future. This paper seeks to start from the review of administrative interpretations, judicial decisions as well as compilation of relevant legal cases, and then finally leads to the discussions over related issues of the directors’ right to request information. It is pending for the legislators to add the most appropriate regulations for the financial and economic markets.
