| The reinforcement of state-owned preferred shareholders’ income right is the focus of the reform of state-owned enterprises in new periods.State-owned preference shareholders refer to shareholders who hold preference shares in state-owned enterprises.State-owned preference shares intend to reinforce the function of state-owned capital gains and transform the state-owned equity of state-owned enterprises in competitive fields into preference shares in the background of mixed ownership reform.The income right is the right of shareholders represented by the right to claim dividends and to distribute surplus property.In fact,the right to participate in enterprise management is set around the goal of shareholders’ right to income.Preference shares obtain the priority of dividend distribution and the distribution of the company’s remaining property through transferring the right to participate in the company’s management.This approach not only allows preference shareholders to obtain stable investment returns,but also minimizes their investment risks.It can be understood that shareholders who subscribe to preferred stocks are more aware of the realization of their income right,so that it is reasonable to strengthen state-owned capital gains by transforming state-owned equity into preferred stocks.The purpose of the reform is to restrict the monopoly of state-owned enterprises in competition.Therefore state-owned enterprises aim to pursue capital gains and need to optimize capital to improve their operating efficiency.The conversion of preferred shares can solve the problem of state-owned shareholders’ monopoly of the enterprise without reducing their shares,improve the corporate governance structure and maintain the stability of the corporate equity.At the same time,the conversion of preferred stocks can help improve the business performance of the company and increase the income of state-owned shareholders.In addition,state-owned shareholders can rely on the priority of preferred stock property to secure their income rights.To reinforce the protection of state-owned preferred shareholders’ income right,we should first analyze the risks of its realization.State-owned shareholders with preferred shares have certain advantages in terms of source and guarantee of income,for preferred shares means the restriction of participating in company management and management,so that it is necessary to pay attention to the income rights risks of state-owned preferred shareholders.They are faced with the risks of both debt and equity,as well as disadvantages compared with common shareholders and corporate creditors.The former is mainly reflected in the lack of voting rights which leads to their weak defensive ability in front of interest infringement and lack of acknowledgement of the company’s operation.The latter is revealed in the fact that preferred shareholders can only claim rights in accordance with the provisions of the articles of association and the relevant provisions of the Company Law,and their ability to maintain stable returns is weak.In addition,preferred shareholders have to face the risks caused by the separation of income rights and control rights.The embodiment of the risks are the increased conflict of interest between preferred shareholders and control rights shareholders,the decline of supervision from preferred shareholders because of their weakness in personnel appointment and removal as well as management decision-making and the last,the inevitable cost increase in agency.Due to the speciality of competition field,state-owned preferred shareholders also need to face the risks of competition,insider control,less competitive ability due to lack of long-term development planning and loss of income expectations caused by the deterioration of operating condition.It is necessary to improve the protection system of state-owned preferred shareholders’ income right.The current design of protection rules cannot adequately cope with the actual risks faced by state-owned preferred shareholders,and their future development in the competitive field is insufficiently estimated.The four types of problems are difference in value orientations,undesirability in the effect of empowering rules and the protection of remaining property,and failure in the recovery of voting rights.To solve the absence of domestic protection regulations,we can learn from foreign countries in the watch for the standardization of company regulation change,recovery of voting rights,special meeting for non-voting preferred shareholders and judicial protection for preferred shareholders.To improve the system of protecting the rights of state-owned preferred stock shareholders,we must first determine the basic principles to protect their rights.The fiduciary duty principle helps resolve conflicts of interest among shareholders from the source and urge directors to exercise their powers fairly.The proportionality principle can be used as judgment of starting the protection of profits for preferred stock shareholders.In improving income right supporting system,first,we should combine the operating characteristics of enterprises in the competitive field,formulate information disclosure rules with specific focus and realize the right of information and supervision of state-owned preferred shareholders.Second,we should improve the classification rules,classify according to the influencing degree on the rights and interests of preferred shareholders,and set different conditions for the passage of resolutions,so that the special meeting of non-voting preferred shareholders can vote.Finally,improve a litigation relief system and take judicial protection as the last line of defense for preferred stock shareholders.Use the guidance of the protection principle and the improvement of defense and relief rules to provide a full range of protection for preferred stock shareholders’ right of income. |
