| As the highest authority of the company,the general meeting plays an extremely important role in the governance of the company.However,with the development of the market economy,social capital has started to pour into companies and the number of shareholders,especially small and medium-sized shareholders,has increased,thus presenting many new features in corporate governance and putting forward new requirements for the general meeting system.In addition,the continuous development of electronic communication technology has had an impact on the traditional way of corporate governance,and electronic technology has been widely used in company meetings for its advantages of efficiency and convenience.Electronic shareholders’ meetings are the product of the combination of new technology and traditional shareholders’ meetings,and can be divided into virtual and hybrid shareholders’ meetings according to the extent to which they draw on electronic technology.At the beginning of the 21 st century,a number of countries and regions have legislated to recognise the validity of electronic shareholders’ meetings and have started the practice of electronic shareholders’ meetings.In the wake of the New Crown epidemic,governments around the world have introduced closure and quarantine policies,and for security reasons,many companies have turned to electronic technology to hold company general meetings.In early years,China started the practice of network voting system for shareholders’ meetings in listed companies,trying to help shareholders exercise their rights with the help of electronic technology.However,due to the lack of legal level and the limited existing rules,the development of electronic shareholders’ meeting system in China has caused some problems,for which a system with complete rules and legal procedures needs to be established to implement.The electronic shareholders’ meeting cannot be simply equated with online voting.The electronic shareholders’ meeting in a broad sense should include the electronicization of the entire meeting process,including the convening,holding and recording of the meeting.On the basis of clarifying the concept of electronic shareholders’ meeting,this paper analyzes the current situation of the implementation of the electronic shareholders’ meeting system in China and the difficulties faced in the first chapter,and proposes three levels of problems.The first problem lies in the lack of legal regulation of the electronic shareholders’ meeting system in China,which is mainly manifested in the fact that the company law has not made timely adjustments to the current trend of electronicization in the form of company meetings and documents,as well as the narrow scope of application of the existing rules and the confusion of the hierarchy.The second problem lies in the lack of regulation of the operation of electronic shareholders’ meetings in practice.Not only is the number of electronic shareholders’ meetings system in China limited in practice and the level of shareholder participation low,but there is also the problem of companies or major shareholders setting and manipulating the meeting process at will for their own interests,which hinders the proper exercise of shareholders’ rights by small and medium-sized shareholders.The third problem lies in the lack of clarity in the corresponding mechanism for the division of responsibility if the meeting process is not standardised and operated in a flawed manner,as well as the lag in administrative supervision and accountability of listed companies.In the second chapter,this paper puts forward ideas on the introduction of electronic shareholders’ meeting system by legislation.On the one hand,with the maturity and popularity of electronic information technology,the trend of electronic corporate governance has advanced,the functions of the meeting platform can meet the needs of electronic meetings,and the number of Internet users in China has reached a considerable scale,so it is feasible to hold electronic shareholders’ meetings.On the other hand,in the context of the epidemic,electronic shareholders’ meetings can help shareholders to exercise their rights effectively,save company costs and help to achieve supervision of the meetings,and it is necessary to legislate to recognise their effectiveness.The author then discusses the space reserved by existing legislation for electronic general meetings and the path to elevate existing rules into legal provisions.The paper then proposes a framework for the legislative regulation of electronic general meetings,which should first be provided for in general terms at the legal level,clarifying the scope of application of electronic general meetings,and then providing detailed regulations on how electronic general meetings operate at three levels:administrative regulations,rules of securities authorities and articles of association.Chapter 3 focuses on the improvement of the meeting process of the electronic shareholders’ meeting.Before the meeting is held,the company should fulfil the convening and notification procedures.The company needs to clarify who decides whether to convene the shareholders’ meeting in electronic form,and for different types of shareholders,the notification forms of notice and announcement should be used respectively.In the meeting,the company should provide a platform for shareholders to discuss and communicate during the meeting,and protect shareholders to exercise their rights to ask questions and make suggestions.In the voting procedures,I believe that China should reasonably determine the voting period for internet voting,adjust the existing rules that the result of the first vote shall prevail for repeated votes,and legislate to clarify the effect of blank votes where shareholders are present but have not voted,in order to fully respect and protect the voting rights of shareholders.After the meeting,the company should,with the cooperation of the meeting platform,promptly make and keep complete and accurate records of the contents and proceedings of the meeting,and clarify the subject and procedures for applying for access to these records.In Chapter 4,the author introduces the division of responsibility for procedural flaws in electronic shareholders’ meetings and regulatory recommendations.Firstly,for the special defects that may exist in the electronic shareholders’ meeting,such as defects in the subject of participation,errors in the electronic transmission of information and technical defects,rules should be formed for the division of responsibility,and the consequences should generally be borne by the party at fault,and the court needs to make a judgment on whether the validity of the meeting is affected in conjunction with the specific circumstances of the case.Secondly,for the current administrative supervision lags behind the problem,the author believes that the scope of responsibility of each subject should be clarified,for listed companies to abuse the electronic shareholders’ meeting to the detriment of shareholders’ rights and interests,should implement the accountability mechanism.In addition,the company can set up a technical administrator specifically responsible for matters related to the electronic shareholders’ meeting,the lawyer witness system should also play a role in the electronic shareholders’ meeting,in order to achieve supervision of the electronic shareholders’ meeting. |
