Research On The Shareholder Nominating Director In Listed Companies

Corporate governance is the core content of the development of modern companies.In the practice of corporate governance in listed companies,the board of directors is the company's management and business execution agency and the core of the development and operation of the company and has great impact on corporate governance.The board of directors is composed of directors.Therefore,the nomination and election of directors is a very important part of the governance of listed companies.PRC Company Law clearly stipulates that shareholders have the right to choose managers,but only requires shareholders to exercise their powers to elect and replace directors.There are no relevant regulations for nominating directors.The concept of director nomination is also not clearly defined.However,the right to nominate directors is directly related to the controlling power of listed companies.In the absence of relevant laws and regulations,many listed companies restrict or even deprive shareholder's right to nominate directors by arbitrarily modifying the company's Articles of Incorporation in order to maintain the company's controlling power.It is a violation of Company Law and shareholder's statutory right.Therefore,China should build a system of shareholders nominating directors that is compatible with the market economy,the development level of the capital market,and the demand for governance of listed companies.The establishment of a shareholder nomination director system can also enhance the enthusiasm of small and medium shareholders represented by institutional investors in the governance of listed companies,and it can greatly benefit the healthy and long-term development of China's capital market.This thesis comprehensively uses the methods of normative research,empirical research,historical research,comparative research,etc.to address the problems in the practice of nominating directors in our country,the necessity of constructing a shareholder nominating director system,and reviewing the existing theoretical practice experience of the nominated director system in relation to shareholders and the specific content of constructing the system of shareholders nominating directors in our country.The first part of this thesis discusses the specific provisions of the nomination system for listed companies in China and the difficulties in the practice of shareholders' nomination right.It also discusses the relationship between the nomination right and the statutory right of proposal and analyzes whether a special system should be constructed for the nomination right in China.The analysis of the right to nominate is an inherent right of shareholders,and it should regulate the behavior of unlawfully restricting the right to nominate shareholders.The second part centers on the theoretical disputes from the anti-takeover measures,combines the status and cases of the anti-takeover measures taken by listed companies in China,and analyzes the effectiveness of such anti-takeover clauses by setting up “restricting shareholder nomination rights” and discusses building shareholders in China.The need to nominate a director system.The third part is the investigation of the United States and the introduction of the director candidate nomination system in Taiwan District,which has rich experience in the theory of shareholders nominating directors,including the historical evolution and provisions of the director nomination system in the United States and Taiwan District,with emphasis on the system level.Reference and Reflection on the Construction of the System of Shareholders' Nomination of Directors in Mainland China.The fourth part is the localization of the design of the nominated director system for listed company shareholders.Based on the theory and practical experience of the“predecessor”,the first part explores the path selection for the establishment of a shareholder nomination system in China,and then discusses the specific design of the shareholder nomination right.