Research On The Review System For Proxy Solicitation Of Shareholder Rights

The proxy solicitation system of shareholders ’ rights may damage the interests of all parties due to abuse while promoting corporate democracy.In order to eliminate the negative impact,the proxy solicitation review system of shareholders ’ rights came into being.While preventing abuse,it seeks the balance of interests between controlling shareholders and small and medium shareholders,shareholders and managers,and then attracts more small and medium shareholders to participate in corporate governance.Because China ’s legislation does not specify the review right and review standard of the convener,the review system is in a state of vacillation and loses the function of promoting shareholder democracy.Based on Article 11 of the Interim Provisions on the Management of Shareholders’ Rights of Listed Companies,this paper focuses on clarifying the subject,method,boundary,notification and relief of the review on the basis of clarifying the legitimacy and rationality of the review,and explores the corresponding system construction in order to better achieve the purpose of legitimacy control of listed companies.The first part corrects the understanding of the proxy solicitation review of shareholder rights.In terms of the use of concepts and terms,the use of the concept of " proxy solicitation of shareholder rights " fits the normative boundary of the current system.The " review " used in normative documents and practices is more in line with usage habits than " verification " and " audit." The review system originates from the internal control of the company rather than external supervision.The literal interpretation,purpose interpretation and comparative interpretation provide legitimacy support for it.It has the rationality of existence in the perspective of prohibiting abuse of rights,democratic protection of shareholders,collection cost and efficiency balance.The second part analyzes the subject of shareholder rights proxy collection review.In the normative sense,it should be clear that the convenor should be the subject of the review,and give its shareholders the right to collect,receive,review and convene and preside over the subsequent shareholders ’ meeting;the drawbacks of self-examination in the recruitment of the board of directors and the lack of convenors in the recruitment of proposal rights are proposed to be solved by giving the board of supervisors the right to review;although the secretary of the board of directors participates in the review activities,he can only serve as the recipient of the collected materials rather than the review subject.In the choice of the model,the unified legislative model should be applied to the ’ convenor of the shareholders ’ meeting’,and whether to turn into a differentiated legislative model should be considered after the system is basically sound.The third part discusses the way of shareholder rights proxy solicitation review.When the board of directors and the board of supervisors are examined,they should be examined by collective meetings rather than individual members,either on-site meetings or communication meetings;the convener can review by himself or hire a professional agency to assist the review;in order to ensure the legitimacy and transparency of the review,it is necessary to announce the board of directors or the board of supervisors to consider the solicitation resolution and reflect it in the future solicitation practice.Shareholders need to be classified as conveners.When a single shareholder convenes a shareholders ’ meeting,the shareholder reviews it on his own.When multiple shareholders act as conveners,they can learn from the way of presiding over the shareholders ’ meeting and be reviewed by the convener ’s review representative.The fourth part focuses on the boundary of the review of shareholder rights proxy solicitation.The review criteria should be formal rather than substantive to ensure that shareholders actively participate in corporate governance.In order to prevent the convener from abusing the right to review,substantive and procedural review standards should be established : establish a negative list of soliciting entities,clarify the exclusion criteria for proxy solicitation,and refine the procedural standards such as the number of items collected,submission time,and written form to limit the convener ’s right to review.The review content should focus on the review of solicitation documents such as solicitation announcements,identity certificates,qualification certificates,as well as the qualifications of solicitors,solicitation announcements,authorization letters,etc.In view of the particularity of solicitation proposals,it is also necessary to examine whether the proposal matters are within the scope of the shareholders ’ meeting.The fifth part focuses on the notification and relief of the proxy solicitation review of shareholder rights.In order to reduce the objections arising from the review process,the current system can learn from the market control mechanism in the rules such as the ’ rules of the shareholders ’ meeting of listed companies ’,and clarify the notification and explanation obligations of the convenor of the review results.However,it is necessary to adjust the subject of the legal opinion issuance fee in the explanation obligation,which is borne by the convenor instead of the company.In order to avoid the excessive intervention of public power in corporate autonomy and the priority of ensuring efficiency,it is not appropriate to use administrative relief,judicial relief and shareholders ’ meetings held by the themselves.Instead,we should adhere to the internal governance of the company as the core,follow the risk of the securities market and the company ’s self-regulation mechanism,and take secondary review and self-disclosure of the solicitors as relief measures to achieve better protection of the proxy solicitation of shareholders ’ rights.