An Analysis Of Abstention Vote In Board Voting

China’s current “Company Law” provides for a rougher term for the resolutions of the board of directors.The excuse for voting on the board of directors is provided for the director’s disagreement in the voting and recorded on the board’s record,and may be exempted from the board’s illegal resolution,resulting in the application of There are some problems and controversies.The meaning of the affirmative vote and the negative vote is no longer controversial.The key lies in how the abstention vote of the directors should be characterized.Whether it can be used as a method of opposition,academics and theorists are not paying enough attention and they have different opinions.In the case of Zhang Liping,an independent director of China Vanke in the “Bao Neng-Vanke dispute” in 2016,although the substantive focus of the dispute was the issue of the status of independent directors,it also attracted many doubts and thoughts about abstentions.Therefore,there is an urgent need for more in-depth research in this field.Through the analysis of the nature of the abstentions in the board resolutions,the abstention of the directors is reasonably regulated,and the voting rules for the resolutions of the board of directors are discussed.This is conducive to the improvement of abstention voting and voting rules in the resolutions of the board of directors and the clarification of the abstention of the directors.The rights and responsibilities of behavior have a very positive significance in both theory and practice.This article focuses on the following aspects:First,from the perspective of the formation of the will of the company,the importance of the board resolution to the will of the company is expounded.Through the exploration of the form of the board’s resolution,the balance and constraints that the voting rules can not be ignored in the formation of the board’s resolution are explored,and the problems existing in the current voting rules,such as abstentions,are abstained from the abstentions in the current voting rules.The neglect of the two sides of the vote,and the role of the voting rules to assimilate the abstention tickets and the objections,finally made a necessary explanation of the existing problems,such as the determination of the related responsibility of the abstentions of the abstentions.At same time analyzed the different voting methods adopted by the board of directors and to comprehensively discuss the nature of the abstentions,stating that the abstained vote is different from the independent value in favor of votes and votes.In combination with the characteristics of the director’s performance of his duties,he analyzed the motives of the directors to abstain from voting,and the necessity and rationality of abstaining votes in the board resolution were obtained.Second,based on the nature and characteristics of the abstentions,the Board of Directors proposed a proposal for the creation of abstained votes and the voting rules in the board resolutions.For example,by conditional introduction of a veto right,in consideration in the case of Directors performing their duties,the differences between the information held by the Directors and the scientific resolution of the resolution are enhanced.The one-vote veto power is used to highlight the difference between the abstention vote and the unfair vote;the director’s attitude to the resolution is quantified through the assignment of the abstention vote.Solve the problem of preventing the resolution of the board of directors from standing still when the votes are in favor of the same votes.Third,the issue of the related liability of the directors who abstained from voting will be discussed from various perspectives.This includes an analysis of the director’s responsibilities for absconding and abstaining from voting from the perspective of the director’s statutory obligations and loyal diligence obligations.From a civil point ofview,he will abstain from the company’s liability for tort liability and breach of contract liability that the voting director may incur.At the same time,due to the rigorous director responsibility will inevitably lead to the low efficiency of the board of directors,this article also discusses the issue of directors’ exemption.