2019-05-15 11:40:11Beijing News Editor: Wang Shijun
Original copyright prohibits commercial reprint authorization
2019-05-15 11:40:11Beijing News
Shareholders, regardless of their size, have the right to participate in the general meeting of shareholders. This is originally the right granted to all shareholders by laws and regulations, but it is so despised by the listed company’s directors, not only reflects the “arrogance and prejudice” in the executives of listed companies, but also reflects The road to corporate governance is still very long.
The 4 million-year-old listed company’s board secretary, “Where is the heart,” triggered market attention. After a lapse of one day, national investors have their own festivals. On May 15, the China Securities Regulatory Commission held the launching ceremony of the “5•15 National Investor Protection Promotion Day”. Li Chao, Vice Chairman of the China Securities Regulatory Commission, announced the establishment of the “5•15 National Investor Protection Promotion Day”. The actions of the CSRC fully reflect the importance that the regulatory authorities attach to the protection of investors’ rights and interests.
At the 2018 Annual General Meeting held by Mindray Medical on May 13, the director of the listed company said that “some shareholders only have 100 shares to attend the shareholders meeting, I don’t know what it is.” As soon as this statement came out, the market was in turmoil. Shareholders, regardless of their size, have the right to participate in the general meeting of shareholders. This is originally the right granted to all shareholders by laws and regulations, but it is so despised by the listed company’s directors, not only reflects the “arrogance and prejudice” in the executives of listed companies, but also reflects The road to corporate governance is still very long.
At the general meeting held on the same day, the chairman, independent director and financial director of Mindray Medical were not seen, only one vice president and the secretary-general attended. Such an important meeting, the heavyweight executives did not even attend, highlighting the listed company’s lack of attention to the shareholders’ meeting. The meeting was postponed and there was no explanation for the listed company. When on-site shareholders communicated and questioned the deputy general manager who attended the issue on the equity incentive plan, the secretary-general was either obstructed or showed impatience and terminated communication in advance. It can be said that the shareholders’ meeting held by Mindray Medical just took a walk and did not provide any valuable information to the shareholders. It only let the shareholders understand the “arrogance and prejudice” of the listed company’s board secretary and felt it. How low is the company’s governance.
The capital market pursues the principle of “capital majority decision”. For a minority shareholder holding 100 shares, there is really not much right to speak at the shareholders meeting. In fact, even some shareholders with more shares are in an absolute weak position in front of major shareholders. Therefore, at the general meeting of listed companies, there will be repeated occurrences of large shareholders disregarding minority shareholders.
Mindray Medical executives despise small and medium shareholders is not a case. In June 2017, CSI Investment Center participated in the Shandong Jintai 2016 Annual Shareholders’ Meeting as a small and medium-sized shareholder, and raised questions and suggestions on the issues of listed companies. On the other hand, listed companies not only face up to their own problems, but publicly stated that small and medium-sized shareholders exercised their right of inquiry and suggestion in accordance with the law, which interfered with the normal convening of the shareholders’ meeting. The CSI Investment Center, as a public welfare institution approved and established by the China Securities Regulatory Commission, has been treated as such, and other small and medium shareholders are not to mention.
As a shareholder of a listed company, whether it can participate in the general meeting of shareholders, whether it can exercise the right of inquiry and recommendation, depends on whether to hold shares of the listed company, rather than depending on how many shares are held. Article 4 of the “Company Law” stipulates that the shareholders of the company shall enjoy the rights of assets, participation in major decisions and the choice of managers in accordance with the law. If the right to participate in a general meeting is denied, then what is the right to participate in major decisions?
In fact, the newly revised “Guidelines for Corporate Governance of Listed Companies” last year provided more detailed provisions on shareholder rights. According to the “Governance Guidelines”, the articles of association of listed companies, relevant resolutions, etc. shall not deprive or restrict the legal rights of shareholders. In the governance of listed companies, shareholders’ rights should be protected in accordance with the law, and the legitimate rights and interests of minority shareholders should be protected. Moreover, listed companies should also establish an effective communication channel with shareholders to protect shareholders’ rights to know about the company’s major issues, participate in decision-making and supervision. However, the introduction of the Governance Guidelines is one thing, and the actual implementation has become another matter. In the eyes of some listed company executives, laws and regulations are in vain.
When the shareholders of a listed company exercise their rights according to law, there are frequent discord phenomena, mainly due to the following reasons: First, the majority shareholder has sufficient right to speak, so it lacks due respect for small and medium shareholders. For example, there is a problem of difficulty in registering at the shareholders’ meeting, and the minority shareholders are not allowed to speak or refuse to answer questions from small and medium shareholders. Second, many small and medium-sized shareholders are only keen on taking the stock price difference, and are indifferent to the operation and governance of listed companies. The phenomenon of not attending, not speaking, or not voting is more common. They do not cherish their own rights and further encourage certain listings. The company’s arrogant attitude.
Therefore, to safeguard the rights of shareholders and achieve the equal status of major shareholders and small and medium shareholders, it is necessary to treat both the symptoms and the root causes. First of all, it is necessary to improve the governance level of listed companies and regulate the compliance of the “three sessions” of the board of directors, the board of supervisors, and the shareholders’ meeting. For listed companies that dare to despise small and medium shareholders, their corporate governance often has many shortcomings and is in urgent need of regulation. Secondly, small and medium-sized shareholders should cherish their own rights and actively strive for their own rights. In the decision-making of major issues of listed companies, they should be brave in issuing their own voices in selecting candidates for the board of directors, and cannot be left to the mercy of major shareholders. In addition, the regulatory authorities should also play the necessary regulatory role in safeguarding the legal rights of minority shareholders.
Cao Zhongming (Financial Reviewer) Editor Wang Shijun, Liu Baoqing
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