A Research On The Rystem Of The Director's Voting Right

Director's voting power refers to director's legal right based on their special identity to express their opinions and participate in the company's decision-making regarding legal stipulations and articles of association at the board of directors. Director's voting power is an important component of the company's voting power. It's fundamentally the right to make decisions on the company's operation and management issues acquired through the company's commission, which features common benefit, legal existence (inbeing), identity, decision-making, derivative, conditionality, etc. Director's voting power is the ligament of the jural relations between the directors and the company which has various functions and rich legal meanings. Director's voting power system consists the content of director's voting power, the exercising principles of director's voting power, the blemish system of the director's voting, the effectiveness of the director's voting, the responsibilities of the director's voting, etc., of which the exercising principles of director's voting power is the core of the director's voting power system, as it is the premise of the blemish system of the director's voting, the effectiveness and responsibilities of director's voting. There are many imperfect and discussible stipulations in the Corporation Law of our country, for instance, whether should exceptions of the'one man one vote'principle be allowed? What is the quality of voting agent? Whether stipulations should be made on the revocableness and irrevocableness of voting agent? Should limitations be imposed on the number and ratio of voting agents under special circumstances? In what procedures should the voting power run besides the voting principles, and whether should the range of applicability be widened? The above-mentioned questions are all awaiting for answers. In particular, the problem of the hindering of director's voting power, which has not been covered by the Corporation Law, has left blank for the relief of director's voting power. Considering the current'board of directors centralism', the improvement of director's voting system should meet the demand of company autonomy and balance the benefit of all parties. Therefore, while broadening director's voting power more detailed and restrictive regulations should be made on the responsibilities and principles of director's voting power, emphasizing the fairness of voting procedures while improving the efficiency of the exercise of voting power, ensuring the severity of voting power while tolerating its functional characteristics. All consideration of the reform and development of the current director's voting system should be based on the basic functions of director's voting power and the defects of the current exercising principles of director's voting power.