Research On The Right Of Proposal Of Shareholders Of Listed Companies In China

Shareholder's proposal right refers to the right of shareholders to participate in the management of the company by putting forward issue proposals or motion proposals.The system of shareholder's right to propose has multiple effects,such as improving the communication between the company and the shareholders,supervising the behavior of the company's managers,urging the company to bear the social responsibility,etc.it has achieved remarkable results in the practice of corporate governance in the world.The current shareholder proposal system of our country only applies to the joint stock limited company,and the listed company,as an important type of joint stock limited company,has a more decentralized ownership structure,which is more conducive to the role of the shareholder proposal system.However,due to the late introduction of the shareholder proposal system in China,and the lack of comprehensive and in-depth theoretical research,there are still many fuzzy and defects in the relevant provisions of the shareholder proposal right of Listed Companies in China.Shareholder activism claims that if shareholders can actively and reasonably participate in corporate governance,it will play a positive role in the development of the company,which can be regarded as the theoretical foundation of the establishment of shareholder proposal system in China.However,only by proving that there may be such active shareholders can we prove that the existence of shareholder proposal system can play a role,and collective action theory can be used to find such shareholders.According to the theory of collective action,small and medium-sized shareholders should be the shareholders who exercise the right of proposal in the listed companies of our country,which is the key to the function of the shareholder proposal system.On the basis of proving the feasibility of the shareholder proposal system in the listed company,in order to ensure the orderly operation of the shareholder proposal system in the listed company with a large number of shareholders,the qualification of the proposed shareholders should be limited,including limiting the shareholding time of the proposed shareholders to more than three months and requiring them to hold until the general meeting of shareholders,reducing the shareholding ratio requirements of the proposed shareholders and stipulating the shareholding ratio Absolute value of shares,etc.In addition,there is no unified receiver of shareholders' proposals and no clear subject of proposal review in the current provisions of our country.In order to better play the role of shareholders' proposals,the convener of the general meeting of shareholders should be given the responsibility of receiving and reviewing proposals.Shareholder's "proposal" is a more strict form of expression of "suggestion" and"inquiry".At the same time,the existing classification and requirements of shareholders' proposals in China are different from those in other countries.China should add the classification of topic proposals and motion proposals on the basis of the current provisions,and should exclude inappropriate proposals to ensure the smooth review of proposals by the general meeting of shareholders.Proposals should not be required to have both issues and proposals,and the "clear" of shareholders' proposals The requirements of "accuracy" and "concreteness" shall be lower than the convener's proposal,and the number and words of shareholder's proposal shall be limited.On this basis,in order to standardize the exercise procedure of the proposal and ensure the smooth operation of the proposal system,first of all,the notice time of the shareholders' meeting should be advanced,and the acceptance period of the shareholders' proposal should be extended to ensure the effective exercise of the shareholders' proposal right.Secondly,considering the fact that there are many and scattered shareholders in the listed company,we should inform the shareholders'proposals in the form of announcement,so as to save the company's time and material costs.Finally,the overtime proposal should be strictly rejected,so as to balance the rights and interests between the company and shareholders,and avoid taking too much time for the convener of the shareholders' meeting to prepare for the shareholders'meeting.Not only that,in order to ensure the shareholders' proposal right to play a real role,but also to increase the provisions on the quorum of the general meeting of shareholders,and in order to meet the requirements of the quorum,we should replace the introduction of the proxy solicitation system with the network voting system to reduce the cost of small and medium-sized shareholders to participate in the meeting.At the same time,in order to ensure that the convener carefully reviews and excludes the proposal,the administrative responsibility of the convener should be clarified.When the shareholders' right of proposal is infringed,they can first apply for the administrative ruling of the CSRC.If they are not satisfied with the ruling result,they can apply for administrative reconsideration or administrative litigation.If the reconsideration or litigation result is inconsistent with the ruling result,the shareholder may apply for cancellation of the resolution of the general meeting of shareholders,and the convener involved shall bear administrative responsibility.However,in order to ensure the stability of the company's resolutions and actions,it should be stipulated that the shareholders should not apply for other relief measures after a certain period of time when they know or should know that their proposal rights have been damaged,if they have not applied for an administrative ruling.