The Research On The Rule Of Director Elected

The Mechanism of directors selected has become as a core issues in the current company law,It is vital for the board whether can play an important part.When all directors are unfairly and non-openly elected,or members of the Board do not represent the interests of every shareholders,then it is impossible that the entire directors take proper effect.The paper is based on the fundamental issue,mainly specifies the problems of directors eligibility,the nomination and selection of directors,and the methods of directors selected.The issue of directors' qualification is mainly analyzed from two aspect of positive and negative qualification.For the protection of directors-electing's effect,some countries have put forward specific demands from the director of the age,nationality,qualifications,and other aspects as a positive qualification.In China,Provisions of the negative qualification is more comprehensive, but the positive qualification is not specifically clarified.Given the characteritistics of independent directors,the qualification of them should be specialized.Nomination is the first step.Directors will represent the interests of who nominates them and make judgements in their position,which is essencial to the mechanism of direct selected.Therefore,we must establish a scientific and reasonable rules of nomination of candidates.For the problem of directors elected, I firstly analyze the possessment of the right to selection and nomination,It is beyond doubt that shareholders own the rights,but in exceptional circumstances the Board may also elect directors, but it is an exceptional case.China's new company law established a cumulative voting system, It can protect the legitimate rights and interests of small and medium shareholders to a certain extent,but still it is difficult to avoid some problems in the process Of implementation,thus,we must take corresponding measures to improve the cumulative voting system in order to make it play effectively.