股东委托投票制度:中外现状与改革思路

Trust-Voting System for Shareholders: Present State and Ways of Reformation

股东委托投票制度主要是解决小股东缺席股东会所带来的问题 ,初衷是让小股东通过委托投票机制对股东会的议题进行表决 ,从而对公司决策产生影响。但事情没有这么简单 ,委托投票制常常成为企业购并、公司接管、大股东之间控制权竞争的工具。因此 ,必须设计好委托投票制 ,特别是对代理人的资格进行限定 ,对代理方式进行改革。只有这样 。

The trust voting system mainly aims at solving problems resulting from minor shareholders' absence from the sharehalders' meeting. The initial purpose was to enable minor shareholders to exercise their influence on the decision of the company by trust voting at the shareholders' meeting. But the matter is by no means as simple as this, because the trust voting system has very often been a tool used in buying and annexing enterprises, taking over companies and competing for the right to control the company among major shoreholders. So the trust voting system must be very well designed, the qualifications of the agent should be very well defined, and the way of acting should be reformed. only no doing all this can the trust voting system for shareholders be expected to play a constructive role.