| Under the background of high ownership concentration in our country,controlling shareholders or actual controllers almost decide all the decisions of listed companies,and the probability of veto resolution is very low.In recent years,the frequent occurrence of veto resolutions has gradually aroused our attention,but the study of this phenomenon is relatively small,so it is necessary to study the motives behind the veto.After classifying and counting the veto resolutions,we find that nearly 40% of the veto resolutions occur under the circumstance of avoidance by shareholders in affiliated transactions,which shows that institutional factors are one of the reasons for the veto of the bill,but there are still some veto resolutions that can not be explained by institutional factors.By classifying the sample companies,we find that the percentage of the rejection resolution in the companies without actual controllers is about 57.14%,while that in the companies with actual controllers is about 8.64%.This shows that the companies without actual controllers are more likely to reject the resolution than those with actual controllers.That is to say,the rejection of the bill by the general meeting of some shareholders may be the result of the absence of the actual controller.After the theoretical analysis of the motives of the veto in the context of the system,we study those veto resolutions which can not be explained by the system factors with empirical evidence,in order to understand and treat the veto phenomenon more deeply.Firstly,we make an empirical analysis of the relationship between the absence of the actual controller and the result of the rejection of the bill,and draw the conclusion that the absence of the actual controller will lead to the rejection of the bill.Secondly,we analyze the specific mechanism of the absence of the actual controller to increase the probability of the rejection of the bill.The decentralization of shares caused by the absence of the actual controller will lead to the positive participation of shareholders in corporate governance.Secondly,we further study the impact of the absence of actual controllers on corporate governance and current performance level,the impact of corporate governance and current performance level on the rejection of the bill,and the impact of the absence of actual controllers on the voting enthusiasm of small and medium shareholders,and conclude that the absence of actual controllers will reduce corporate governance.Rationally,companies with irregularities or poor quality of information disclosure are more likely to reject the bill,and the absence of actual controllers will reduce the attendance rate of small and medium-sized shareholders in voting.Finally,we study the relationship between the rejection of the bill and the future performance of the company,and conclude that the rejection of the bill is negatively related to the annual excess return rate and the return on net assets,which indicates the decline of the veto resolution.The company’s future performance is lower,that is to say,the occurrence of the veto is not conducive to the improvement of the company’s performance level,nor is it conducive to the protection of investors’ interests.To sum up,we know that the veto of resolutions by shareholders’ general meeting is the result of various factors.Some of the resolutions are rejected because of the avoidance of related shareholders,which is the result of the voting avoidance system.The classification voting system,cumulative voting system and online voting system also increase the possibility of veto to a certain extent.In addition,some veto resolutions are due to the shortage of actual controllers.Loss of decentralized equity,joint voting by minority shareholders,chaotic corporate governance and poor performance level will also lead to the rejection of the shareholders’ general meeting bill;furthermore,the rejection of the shareholders’ general meeting bill will reduce the future performance of the company,which shows that the rejection of the bill does not really protect the interests of investors,and the voting of minority shareholders does not really safeguard their own interests.Under the circumstances that the absence of actual controllers leads to the decentralization of shares and the avoidance of major shareholders by affiliated transactions,small and medium-sized shareholders can veto the bill which is not beneficial to their own interests by voting against it.However,because of the conflict of interests and information asymmetry between them and other shareholders,the decision of joint voting against the resolution by small and medium-sized shareholders is not rational.As for the phenomenon of veto,we should fully understand its motivation and influence,and correctly deal with the emergence of veto resolution,which has a positive significance for improving the governance mechanism of listed companies in China and giving full play to the role of shareholders’ meeting. |
