| According to the company’s principle of "separation of powers", the board wields the power of business decision and business execution in the joint-stock company. While the fact is that most of the company’s shareholders can not participate in the daily management of the company, they have few approaches to get the messages from the company. Therefore, there exists serious information asymmetry between shareholders and company management personnel. Under this condition, the shareholders are unable to grasp considerable information about the company, which make it extremely difficult to supervise the management personnel. In order to mitigate disadvantages caused by asymmetric information, it is particularly important to exercise shareholder rights effectively and to make the channel for communication unimpeded to shareholders.According to the Article34of "Company Law" in China, shareholders can obtain corporate information by exercising shareholder inspection right. However, when checking information involved in accounting principles, such as financial statements, shareholders usually do not have this kind of professional knowledge and can not get clear by their own inspection. To make up the shortage of shareholder inspection right, China’s "Company Law" stipulates shareholders’right to address inquiries. It is the right that shareholders who attend board for exercising its shareholders’rights request directors, supervisors and senior managers to explain issues directly related to the theme and bill of the shareholders meetings. This measure is of important significance to the shareholders, especially to enhance the weak position of small and medium shareholders, to break the information asymmetry between company and the minority shareholders, to truly let the board supervise the company’s management personnel and to perfect the company management.However, the provisions on shareholders’ right to address inquiries in the "Company Law" are too abstract. For instance, subject of shareholders’right to address inquiries, exercise procedures, all those issues need to be elaborated and crystallized. Only in this way can the right be thoroughly carried out in practice. Based on the existing knowledge, this paper combined with advanced legislation experience in Japan and Germany and considered that shareholders’right to address inquiries is a separate, statutory and common benefit right. As an important right of shareholders, the right of shareholders to address inquiries enjoys profound theoretical foundation. No system is perfect. In order to remove shareholders’worry about exercising this right, remedy measures on this right should be improved in the aspect of procedure and entity, including Judicial Remedies and External Remedy. Only in this way will shareholders actively exercise their right and effectively protect their own interests. |
