Research On Shareholder Voting Rights System

The shareholder's proposal right refers to the rights of shareholders in the company that meet the statutory requirements according to law to raise issues and proposals with the company's general meeting of shareholders,and seeks to vote at the general meeting of shareholders through legal procedures.The shareholder's proposal right is a statutory right of the shareholders specified in the "Corporate Law" of the People's Republic of China,and it has the characteristics of minority shareholders' rights and common interests.It not only plays an important role in strengthening the communication between the company's management and shareholders,and effectively protects shareholders' rights,but also has irreplaceable value in improving corporate governance structure and implementing corporate social responsibility.However,cases in recent years,such as "Xiangyanyan","China Resources Trust","Hairun Photovoltaic Case" and "Xuguang Stocks Case" have shown that shareholder's proposal rights are abused by some shareholders,or use proposal rights to manipulate the stock market.Or,the board of directors has arbitrarily excluded the proposal of the shareholders and greatly damaged the legitimate rights and interests of the minority shareholders.Through research and analysis,China's shareholder proposal right system still has some deficiencies in the aspects of eligibility of the shareholder proposal subject,the content scope of the proposal,the exercise procedure of the proposal,and the relief mechanism of the proposal right system.In respect of qualifications of the proposal,China's requirements for shareholding ratios of shareholders are too rigid,and the nature of shareholdings of shareholders is not clear enough,resulting in the rejection of the rights of most small and medium shareholder proposals,resulting in the creation of small and medium shareholders."Indifference" phenomenon;the content of the proposal,only the content of the proposal "should be within the terms of reference of the general meeting of shareholders,and there are clear issues and specific resolutions." This provision is too vague and general,because in practice it is often difficult to accurately locate the shareholders Whether the contents of the proposal belong to the terms of reference of the general meeting of shareholders,and the specific review mechanism was not specified in the proposal review mechanism,resulting in the board taking advantage of leadership to seek personal gain;in terms of the proposal exercise procedure,the number of individuals submitting proposals and the number of words in the contents of proposals were not carried out.Certain restrictions have resulted in the proliferation of "junk proposals" in practice,which not only disrupts normal company management order,but also indirectly grants criminals the opportunity to speculate on stocks.In addition,the lack of a remedy mechanism for the shareholder's proposal rights caused shareholders to seek help in the face of indiscriminate infringement by the company's management,and the director's infringement of the shareholders' right to legal proposals was time-tested.Therefore,it is particularly important to improve the system of shareholders' proposal rights and to balance the rights relationship between the board of directors and the company's management and effectively protect the rights of shareholders' proposals.This paper intends to propose relevant measures for the insufficiency of the above four aspects through the analysis and study of the right-to-property proposal of the United States and Japan,drawing on the best of them,based on localized practical experience.For example,in terms of the main body of the proposal,a plurality of shareholding standards may be adopted,the time limit on the holding of shares may be added,and the nature of the shareholding of the shareholders may be clarified;in the scope of the content of the proposal,the enumeration of the content of the proposal may be made in a specific manner.Exclusion of proposals so that the contents of the proposal can be accurately identified.Secondly,increase the proposal review authority to prevent the board from using the exclusive right to arbitrarily exclude the shareholder proposal.In the exercise of procedures,the number of individual proposals and the number of proposals should be appropriately limited to prevent the proliferation of shareholder proposals and speculation;There is no right without remedy,and it is imperative to clarify the remedy of the shareholder's proposal right.In this regard,we can learn from the double remedy methods of the United States and Japan and,on the basis of sound judicial remedy,add administrative relief methods to maximize the protection of shareholders' legitimate proposal rights.