Research On The Exclusion System Of Director’s Voting Rights In China

the exclusion of director’s voting right is based on voting rights to avoid damaging the rest stakeholders on particular decision items which have special relation of director at the board meeting, thus guarantee the right of the company and stakeholders. In china, the article124in chapter four "special provisions of public company" of the new corporate law says, the director have special relationship to such decision items, which mustn’t exert the right to vote on such items. It establish the application of the excluding system on director voting in our country. Undoubtedly, this is the maximum improvement and development to director right in legislation, it is also a significant measure in accelerate our intensify reform of economic structure. The system has completely positive effect on avoiding director abuse right, usurping corporate opportunities, optimize corporate governance structure, protecting medium and small shareholders and etc. But we can still find some draw back in range of application, affirm procedure, relief method and so on. In order to preferably apply in practice, the article attempt to explore some advice and method available.There are five parts in the article:The first chapter tells the connotation of director voting right, and explain the meaning of excluding director’s voting right from the subject, condition, con-benefit, coerciveness and pending validity. Then illuminate its legal value, legal basis, and furthermore, the significance in practice.The second chapter tease up all related articles on the excluding of director’s voting right, analysis its defects and deficiencies on range of application, affirm and decide subject, definition of association, apply condition and relief method, thereby settle an essential theoretical basis for the below.The third chapter combine the probably development direction, classified to open and closed company. Raised that the excluding of director’s voting right should be apply to closed company, and take the typical case on protect the benefit in family corporation and state-owned enterprises for example. To the application condition, the writer use foreign experience for reference. And put forward adopting method of listing and standard.The forth chapter come up with some available advise in apply condition and procedure, Raised that all the possibility may encroach on the interest of corporation and stakeholders, have the right to propose excluding apply, and the board of directors will affirm the result.In the fifth part, on the relief construction of mechanisms, the writer take for two different circumstances, one is no exclude the relative director’s right, another is false exclusion of voting right, should adopt different processing method, and comfort to the particular burden of proof, to establish a sound relief mechanism and take a protection to the director’s and stakeholders" right.