A Study On Regulating Director's Voting Risk

The risk of the directors' vote refers to the uncertainty of all factors in directors' vote,which will lead to the adverse consequences that directors probably bear.The risk exists in the whole process of the directors' vote.To analyze the directors' vote from the composition factors of risk,the subject status of directors,the strictness of applicable rules of vote and the freedom of directors' declaration of will in vote,all factors mentioned above are uncertain.The uncertain factors will lead to the voting risk.The board resolution is the object bearing the voting risk.The voting risk is reflected on the way of doubting the resolution.The flaws in the form or content of the vote,and the false vote will make the board resolution voidable,non-existent and invalid.The illegal directors ' vote may result in the civil,administrative and criminal liability that directors probably be held accountable for.In addition to legal liability,a defective vote may damage certain rights and interests of directors within the company,such as loss of qualifications,internal punishment,etc.How to regulate the voting risk? In the aspect of corporation governance structure,the board size should be legitimately set up,the legal status of directors should be clarified,and the application of Directors ' performance mechanism should be enlarged.In aspect of director's risk management system,the assessment,limitation and exemption mechanism of the voting risk should be established,and the inner relief mechanism of risk should be perfected.The flaws of the voting procedure can be remedied through perfecting the legal system,or by means of corporation autonomyn such as the company's articles of incorporation and the shareholde resolution.