Every special commentator Xiong Jinqiu
On the board of directors of *ST Guangyi (SZ300356, stock price of 3.66 yuan, market value of 1.493 billion yuan), the two current independent directors nominated a non-independent director candidate and two When the motion of the candidate for independent director was put to a vote, a negative vote was cast. On September 8, the Shenzhen Stock Exchange inquired about the company’s semi-annual report inquiry letter, and asked the company to verify and explain whether the company’s major shareholders and governance management had major disagreements on director candidates.
Photo by reporter Huang Xinlei every time Guangyi Technology
As of June, *ST Guangyi’s controlling shareholder and actual controller held 16.41% of the company’s total share capital, all of which were frozen and seemed to have been marginalized in corporate governance affairs. On March 26 this year, the terms of the fourth board of directors and the board of supervisors of the company expired. On August 17, the company received a notice from Qianhan Investment and its persons acting in concert (holding 10.05% of the shares), and proposed to the board of directors to convene an extraordinary general meeting to re-elect directors and supervisors whose terms have expired.
According to the announcement, the board of directors plans to nominate 4 candidates for the fifth term of non-independent directors and 3 candidates for independent directors (that is, the current 3 independent directors), and Qianhan Investment plans to nominate 1 candidate for non-independent directors and 2 candidates for independent directors people. The two current independent directors voted against the nomination proposal of Ganhan Investment, and one of the independent directors even voted against the holding of an extraordinary general meeting, on the grounds that “based on the consideration of stabilizing the company’s stock price, we do not want the re-election of directors to cause turmoil at present. It is also hoped that the general meeting of shareholders will be postponed.” However, due to the majority of votes in the board of directors, the relevant motions were passed.
At present, one current independent director is entrusted by other independent directors to solicit voting rights from all shareholders of the company. The “Rules for Independent Directors of Listed Companies” (hereinafter referred to as the “Rules”) stipulates that independent directors can publicly solicit voting rights from shareholders before the general meeting of shareholders. However, the situation in this case seems to be special. *ST Koichi’s articles of association stipulate that the board of directors consists of seven members The composition of directors, of which 3 are independent directors. Several Han investment proposals have been approved for the re-election of two independent directors. The two current independent directors will step down. Dong’s solicitation of shareholder voting rights to maintain his position seems to be abusive, because new independent director candidates do not yet have the right to solicit votes, which leads to unfair competition.
Article 45 of the “Company Law” stipulates that each term of a director shall not exceed three years; when the term of a director expires, he or she may be re-elected; if the term of a director expires and he is not re-elected in time… the original director shall still perform his duties as a director. The “Rules” stipulate that independent directors shall not be re-elected for more than six years. It should be said that the “Company Law” lacks sufficient compulsion on the term of office of directors.
It seems a bit far-fetched to refuse to re-elect directors or independent directors on the grounds of stabilizing the company’s stock price. The timely re-election of directors has considerable positive significance. Directors have a duty of loyalty and diligence to the company. How well they perform their duties is related to the vital interests of the company and shareholders. The board of directors is re-elected every three years, which is actually a supervision and evaluation mechanism for directors. Independent directors) have really strong performance and can win the trust of shareholders. Even if the directors are re-elected, they can be re-elected and re-elected, which will not affect their continued contributions to the company.
Set a certain term of office for directors, and automatically hold a general meeting of shareholders to re-select directors before the expiration of the term. This regular re-election and re-shuffling mechanism can ensure a harmonious and rule of law environment, rather than tearing up the faces of all parties. , Under extreme opposition situations such as removing directors, a mechanism for selecting the best and eliminating the inferior is formed to realize the smooth update and iteration of directors.
There is a fundamental difference between a director who stays on the board to contribute to the company for a long time through the regular re-election mechanism, and naturally sits on the board seat for a long time without re-election. , the legitimacy of the identity of directors can be more guaranteed, and the strength and depth of shareholders’ participation in corporate governance can be ensured.
The stability of directors, supervisors and senior management has a very important impact on the stability of listed companies, and shareholders should strive to maintain this stability. However, shareholders also need to ensure that directors, supervisors and senior management can represent or safeguard their own and company interests. This is also very important. As for how to choose, it should be chosen by shareholders. It is also an important part of corporate governance for shareholders to prevent directors, supervisors and senior insiders from controlling listed companies.
At present, both the board of directors and the general meeting of shareholders place great emphasis on the importance of procedural justice. In fact, the regular election of the board of directors should also be regarded as an important statutory procedure of corporate governance, but the current relevant regulations are rather vague.
In order to clear the source, the author suggests that to further enhance the mandatory three-year term of the company’s board of directors and regular elections, the legal rules should clearly emphasize the necessity of this legal process. It can be stipulated that, except in major emergencies, with the consent of the regulatory authorities, the election of directors can be postponed, and the directors can continue to perform their duties during the period; under normal circumstances, the board of directors of companies (especially listed companies) should enforce the implementation of regular implementation every three years according to regulations. Provisions for general elections.
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