The Research Of Shareholder' Proposal System

Article 102 of the current Chinese corporate law provides for shareholders'proposal right,therefore,the provision is not only too brief,and there is a lot of legislative technical problems,it is have to say this is a serious flaw in the system.For example,because of lack of continuing holding period requirements,so shareholders can use proposal to raise stock price and then sell the stocks.This is against the legislative intent of shareholder proposal right.Second,scope of the shareholder proposal is too general,and there are no provisions to ensure that the shareholder proposal is legal.Third,Shareholder proposal must be coupled with voting proxy solicitation or written vote system.The separation of ownership and management is the prerequisite for modern Corporation system,expansion of the company with dispersed shareholders,investment and the increase in the number of shareholders,resulting in corporations from the separation of ownership and management became to ownership and control separation.In other words,a shareholder is the company's owner,but does not control the corporate.Berle and Means analyzed the causes of the separation,further recommended that should protect shareholders ' rights and supervise the management of corporate.Berle and his works provided a theoretical basis of the 1930's "new deal",particularly the supervision of banks and securities.Shareholder proposal right is one of the legislative results.The core of Shareholder proposal right in United States is twofold:shareholder can raise a proposal and this proposal will be sent to other shareholder;also shareholders' proposals will be sent with the company's proxy solicitation materials.As a federal securities law,since the beginning of establishment,SEC have make rules to limit shareholder proposals and judgments involved corporations to exclude shareholder proposals.Japan enacted shareholder proposal right in Japanese corporation law.Shareholders may demand that the directors include certain matters(limited to the matters on which such shareholders may exercise their votes.)in the purpose of the shareholders meeting.Shareholders may demand the directors that,no later than eight weeks prior to the day of the shareholders meeting,shareholders be notified of the summary of the proposals which such demanding shareholders intend to submit with respect to the matters that are the purpose of the shareholders meeting;provided,however,that,for a Company with Board of Directors,only shareholders having consecutively for the preceding six months or more of the votes of all shareholders or not less than three hundred votes of all shareholders may make such demand.During the second half of the last century,especially since the 80's,shareholder proposal as an effective means of institutional investor participation in corporate governance is widely used.Public welfare proposal has been approved,raising the level of corporate social responsibility.Based on the analysis above,this paper puts forward suggestions to rebuild our country's shareholder proposal system.Mainly includes the establishment of the board of directors for the shareholder proposal examination system and the proposal of shareholder exclusion remedy that is using no action letter to require CSRC administrative participation.Increasing the shareholder holding time requirements,establish effective written voting system and the proxy solicitation system.On the base of clear shareholders meeting and board of directors authority boundaries,reasonably determine the scope of shareholder proposal.