Study On The Voting Proxy

With the increasing size of modern companies, as well as the increasing number of shareholders, the structure of shares has changed, the structure of corporate governance that ownership and management was detached has become the core of system of modern corporate in today's society. Shareholders' ownership and control in the company are embodied in the effective exercise of shareholder voting rights. However, most shareholders scattered across the country and even around the world, the majority of the shareholders are unable to personally attend the general meeting of shareholders for a variety of considerations, thus the shareholders the right to vote agent system have come into being. The system of voting proxy in Europe and the United States and other developed countries and regions have formed a consummate legal system, but because of our corporation and capital markets are not perfect, there has not established systematic system of voting proxy. This paper will study a number of questions in the system of voting proxy, in order to establish our complete system of voting proxy provides the legislative proposals.The first part elaborated the basic concept of voting proxy and current legislation in China, there is too general regarding in the system of voting proxy in the present in our country, lack of the actual operability. Elaborated the reason which produced the system of voting proxy is that the stockholder rights unceasingly decentralize. As a result of expansion of company size and dispersion of shareholder rights, causes the ownership and management are separate, the shareholder through vote effectively to expresses the wish and control the company, from this the system of voting proxy had producted. And has carried on the classification to the voting proxy from the law and the theory: according to the way of obtaining proxy, proxy was divided into the commissioned proxy, the legal proxy and the specified proxy; according to who will withstand the legal consequences of agent behavior, could be divided into the direct proxy and the indirect proxy; according to the number is different, the proxy could be divided into the alone proxy and the common proxy; according to the will which is the shareholder authorized, was divided into the individual proxy and the collective proxy.Second part of this article has carried on the detailed analysis to the qualification of proxy. First differentiates the proxy solicitation and non-proxy solicitation, and resolve the concept of proxy solicitation and non-proxy solicitation separately. Then pointed out the qualification of non-proxy solicitation shouldn't set up many limits, and explain the exceptional case which should be limited, including the articles of incorporation might define that the shareholder could be proxy, the company itself not to be able to act as agent the shareholder of this company as well as the shareholder cannot be proxy who have the resolution of interest. Finally, this part research the qualification of proxy solicitation deeply, and defined the qualification of shareholder, trustee and senior management. According to the open style company shareholders and the enclosed company shareholders explain separately. Regarding the shareholder of open style company, must be limited with own stocks quantity and own stocks time; but to the shareholder of enclosed company, should not establish the limiting condition in other to protect the benefit of minority shareholder. When trustee and senior managements are proxy, possibly has two kind of moral hazards: First, proxy may be controlled by major stockholders, this kind of risk is inevitable; Second is obtaining profit, regarding this kind of risk, when the resolutions is related to trustee and senior managements, should formulate they do not carry on the proxy.The third part of this paper research the question of awarding votes from the way of authorized, the deadline of authorized and the scope of authority three aspects. First, the proxy must be award by the written form, the certificate is important element in voting proxy. Has enumerated the essential item which should be record in the certificate, and have made the explanation that whether the non-formatting certificate is effective. The certificates which are manufactured by shareholders should recognize effectively so long as has the legal record item. Moreover if the articles of incorporation stipulated that the proxy must use the certificates which are printed unifily by company, this stipulation must be effective. Second, elaborating the question of proxy deadline from two aspects that submission deadline of certificate and effective deadline of voting proxy. Analyzing legislative pattern of each national and area about the effective deadline of voting proxy, proposes a legislative suggestion that is the effective deadline of voting proxy should take one year as the time in our country. Third, the scope of authority refers to this situation that the shareholder authorize proxy to vote the items which accord with the shareholder's will, its content decided by the resolution item of general meeting of shareholders and intention of the shareholders. But, certain resolution item has not been authorized clearly on the certificate or the shareholder has not explicit voting instruction, how should limit its scope of authority. This article discussed the judicature experience of various national and area and the theory viewpoints of scholars in various countries, proposes we shoule referece the legislative pattern of US, lists certain items by the legal rule, when there is not have the authorization of shareholder or there is some temporary propositions in the general meeting of shareholders and so on, the proxy still enjoyed proxy.The last part discussed in the system of information disclosur in proxy solicitation. First has carried on the explanation to the production and significance of the system of information disclosur in proxy solicitation. Because of the information between the proxy and the trustee are asymmetrical, the system of information disclosur in proxy solicitation has producted. Indicating the system of information disclosure is the key with protecting the benefit of company and other shareholders. Next, evaluating the legislative pattern of the system of information disclosur in proxy solicitation in each country and area, and take American, German, Japanese and Taiwan area in our country as the example. The legislation of US is most exhaustive, it has enumerated the information content which in proxy solicitation, and has comprehensive filing system for information disclosure. Finally, Briefly reviewed the current legislation of information disclosur in proxy solicitation as well as some questions of information disclosur in proxy solicitation in the present in our country. Making a thorough and careful discussion from several aspects, such as principle, content, procedure, approach and liability, put forward the legislative proposal for constructing systematical system information disclosur in proxy solicitation in our country. Propose the general principle and special principle of information disclosur in proxy solicitation. The special principle is that differentiates the private solicitation and the public -like solicitation. The content of information disclosur is the proxy's situation, Matters relating to the convening of shareholders meetings and resolution of general meeting of shareholders. Considering the procedure of information disclosur in proxy solicitation contain two steps which are submitting to the Securities Supervisory Association for recording and noticing the information. Expanding the approach of information disclosur in proxy solicitation, and developing the Internet into this most convenient way of information disclosure. This article proposing many legislative proposals about the responsibility of the system of information disclosur in proxy solicitation. People for the proxy solicitation, major shareholder and intermediary professional service organizations were identified different principles of liability with different status and role. Making the detailed elaboration in the legal liability which should be undertook when the system of information disclosur in proxy solicitation has been violated.