Research On My Country's Shareholder Proposal System

The shareholder proposal system was established in the United States in 1942 to alleviate the problem of first agency,but it has played an unquestionable role in promoting corporate governance and corporate social responsibility.Shareholder proposal system has been introduced into our country for more than 20 years,the legislation was designed to strengthen the protection of the rights of small and medium-sized shareholders,but because China's company law attaches too much importance to the protection of shareholders' rights and does not face up to modern company management technology,the legislation lacks the concept of substantive equality of shareholders,some rules of the shareholders' general meeting are missing,resulting in the shareholders' proposal right is more like the patent of the major shareholders,but does not help the small and medium-sized shareholders to speak out,but also difficult to prevent insider control.The focus of corporate governance is influenced by the equity structure and the power structure of the company,and the institutional background and corporate structure background of Chinese companies are quite different from those of other countries,which are the scenario factors that must be considered when studying the shareholder proposal system.The purpose of the revision of the shareholder proposal system in China's Company Law should still be to strengthen the protection of the rights of small and medium-sized shareholders,but the system should not only prevent the board of directors from using internal control to exclude the legitimate rights of shareholders,but also avoid controlling shareholders from abusing their controlling position to infringe on small and medium-sized shareholders.As a mandatory rule,China's shareholder proposal system should take into account the meaning of the articles of association,reduce the standard of suitable shareholders,establish appropriate issues for shareholder proposals,improve the legislative technology of shareholder proposal procedures,confirm the obligation of the board of directors to consider shareholder proposals,investigate the responsibility of illegal directors,increase the fiduciary obligations of controlling shareholders,authorize the CSRC to establish administrative relief,set up shareholder proposal rights litigation,simple,fair and transparent proposal methods and multi-channel and efficient dispute resolution,which is conducive to the realization of the main thrust of the shareholder proposal system.Promote positive action by our shareholders.In addition to reconsidering the basic elements and rules of the shareholder proposal system,it should also enhance its interface and interaction with the company's power structure and shareholders' meeting rules,corporate social responsibility and other related systems under the company law system.