The Research On The System Of Directors' Voting Rights Avoiding In Listed Companies

Improving the company's board of directors system has been considered of the key to optimize the corporate governance structure.Now,the power center of listed companies gradually changed from "shareholders" to " directors ",and the problem of internal control is becoming more and more prominent.Perfecting the board system has become a breakthrough point for effective governance of the company.The voting system of directors is the most basic and core issue in the board system.The construction of this system is the most important.How to ensure the fairness of the resolution of the board of directors has been widely concerned by the theoretical and practical issues of the directors,and the voting system of the directors has also come into being,and the voting rights of the related directors have been made appropriate.June 2016,"Vanke to be issued shares to buy Shenzhen subway assets" as the theme of the Vanke Board of Directors resolution,the dispute is how to apply to the directors to avoid voting system.This article from this typical case cut into the listed company directors to avoid the voting system to study.It should be noted that the scope of this study is limited to the listed companies,not ready to expand to the limited liability company or other limited company field,this article mainly from the following four aspects of the directors to avoid the voting system to explore.In the first chapter,we introduce the specific case of the dispute resolution of Huayuan Board of Directors,and sort out the basic facts and the focus of the controversy,and make a preliminary analysis of the focus of the controversy.In this paper,The question is done in more detail.The second chapter mainly analyzes the necessity of introducing the voting right of directors.First of all,from the directors and the company's legal relationship and the directors of the company's loyal obligations of the two aspects of the legal basis of the system,and secondly from the directors to prevent the abuse of power to protect the interests of the company,optimize the corporate governance structure,to prevent the abuse of power,The interests of small shareholders and other aspects of the four aspects of the system function.Finally,this paper analyzes the necessity of introducing this system from the perspective of the prescription of the directors 'voting right is the preregulation means of the directors' affiliated transactions.The third chapter mainly introduces the source and the flow of the voting right of the directors.This paper expounds the origin and development of this system in civil law countries such as Germany and Japan,as well as the Anglo-American law countries in the United States,and summarizes their institutional characteristics.Finally,it summarizes the development course of the voting right of the directors in our country,and summarizes the provisions of the system in the field of corporate law and securities law.The fourth chapter is a comprehensive analysis of the construction of the voting system of the board of directors.First,from the application of this system,the paper analyzes what is the "relationship" and defines the scope of "affiliated directors" because our current legislation only Clearly stipulates the application of the related party transactions,so the analysis of the system in the directors of the related transactions in the specific application.And put forward their own ideas on the avoidance system of directors' voting rights,extend the application of the system to the activities of the directors engaged in the activities of competition,the company guarantee for others and so on.Secondly,in order to make the voting system of directors more effective in practice,this paper analyzes the application and recognition mechanism of the system,clarifies the scope of application and determination of the subject,the scope of application and the procedure of identification,etc.,Blur that the system can not play its function of the plight.Finally,the author first analyzes the effectiveness of the resolution of the board of directors when the relevant director does not evade the voting,and avoids the voting rights of the directors who have nothing to do with the resolution in response to the voting rights of the associated directors,and constructs different relief mechanisms.Through the resolution of the board of directors to revoke the proceedings,shareholders on behalf of litigation,direct action of shareholders and other means to fully protect the legitimate interests of the company and related stakeholders.