In China, however, security market is far from maturity.There is much speculative activities in the stock market. Many middle and minor shareholders act on short-term rather than long-term investment. During shareholders’ general meeting, they only care for proposal of profit assignation and know little about company’s operation. Possible reasons can be summerized as follows: (1) Middle and minor shareholders have not enough strength to exert influence on company’s operation, which lead to their passive attitude. (2) They are lack of necessary knowledge and energy to exercise supervision. (3) They are dominated by speculative psychology.
So proper mechanism should be introduced to guide healthy development of China’s stock market, liberate investors from their abominable and speculative behavior6, and as a result, form a batch of relatively steady rational investors. Among above mentioned foreign practice, cumulative voting and restricted voting right can hardly yield good result on condition that middle and minor shareholders are passive to take part in shareholders’ general meeting. In my opinion, voting proxy may be practical for China. In fact, some publicly listed companies has already included voting proxy in their article of association, though it has not been included in the Corporation Law. By trusting their voting right to other person, especially to the company’s creditors, Middle and minor shareholders can not only improve their status in the company, but have strength to go against large shareholders’ illegal activities, and therefore, to prevent power abuse of the board of directors.
三、Restriction on the board of directors from the board of supervisors
The board of supervisors in publicly listed company plays a very important role in corporate governance. It is regulated that the board of supervisors has the right to inspect the company’s financial situation, to exercise supervision over the acts of the directors and managers carried out while performing their corporate functions which violate laws, regulations or the company’s articles of association,to demand remedies from a director or manager when the acts of such director or manager are harmful to the company’s interests,and to propose the conventing of an interim shareholders’ general meeting. Despite these regulations, the function of the board of supervisors in most publicly listed company is not carried out well. There are two reasons. For the one hand, the staff makeup of the board of supervisors limits its independence. According to the Corporation Law, the board of directors is made up of representatives of the shareholders and a reasonable proportion of representatives from the company’s staff and workers. In many cases, representatives of the shareholders as supervisors and the company’s directors come from the same investment company. They are relationship of superior and inferior there. Therefore, it’s difficult for the supervisor as a inferior to supervise the director as a superior in the investment company. Meanwhile, although it is necessary to have representatives of employees as supervisors to carry out democratic supervision in the company, considering the employment relationship between employees and the company, it is unrealistic for them to exercise their supervision without any legislative protection, for they may face potential infringement from the directors. On the other hand, many supervisors are working with part-time jobs and lack of necessary knowledge and experience , which prevents them from fulfiling their jobs properly.
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