On Improvement Of The Voting Right System Of Minority Shareholders In Stock Limited Companies

The shareholder's general meeting, as the organ of power of the company, plays an important role on the decision upon vital matters in company. And the realization of the shareholder's rights and interests depend to a great extent on their voting rights' exercise. In practice, the fact that a unjust proposal, usually an infringement of the rights of minority shareholders, can be passed is related to some problems of the voting right. For on thing, the voting rights of the minority shareholders are not exercised smoothly. For another thing, the voting rights of controlling shareholders are not supervised successfully. Although the latest "Company Law" increases the impact and momentum of the protection for minority shareholders, it still needs to be improved both in theory and in practice. This paper analyses the importance of enhancement of the protection for minority shareholders' voting rights, briefs readers on the present condition of the exercise of voting right in stock limited companies, and centers on the implement and improvement of proxy system, cumulative voting system, and network voting system of minority shareholders' voting rights in our country, which is supposed to promote minority shareholders' position and the realization of their "discourse right", to supervise the big shareholders and management echelon effectively, to standardize the organization and activities of companies, and to realize the equality of each shareholder.With the total words of 45000, this paper has three parts: the preface, the main text, and the tag. The main text is further divided into four chapters.The first part is the principles and present condition of the exercise of shareholder's voting right. The shareholders in our country exercise their voting rights by the principle of one vote for each share held, and the shareholder's general meeting gets a resolution by the principle of capital majority rule. So the minority shareholders have to afford the vote with a high cost and do not have a smooth path to vote. At the same time, principal-agency voting system still has some shortcomings. Both limit the foundation of good company management structure and prosperity of the country's capital market.The third part is the proxy system. This part is introducingd the advanced legislation of the proxy system in various countries and region such as American, Gemany and Taiwan Province, unifies our country to collect the question which in the practice exposes, discusses our country correlation legal rule the insufficiency, and to consummates our country shareholder to entrust the voting system to put forward own proposal from four aspects.The third part introduces some ideas on the improvement of cumulative voting system. Firstly, it briefs the readers on cumulative voting system. Secondly, comparing with the direct voting system, this paper proposes some points in improvement, such as improving the setting of procedural prerequisite, promoting nominating procedure of candidates of directors and supervisors, merging voting procedure of directors and supervisors, advancing exercising method of the cumulative voting right, and considering avoiding problems related to cumulative voting system.The fourth part puts the readers in the pictures of shareholders' network voting right. In the first place, it analyses the value of network voting right. In the second place, it introduces the present condition of this right aboard. Finally, it puts forward some proposals from various angles, especially the limits of subject, matters of reviewing, and procedures of this right.In the tag of this paper, the value of protection for minority shareholders' voting right, especially the prosperity of stock market and capital market, is reemphasized. In order to protect the minority shareholders' voting right, the three systems referred to in the main text should be used comprehensively. And only in this way can we achieve the goal of supervising the big shareholders and managers engaging legitimately.