Whenever the hot review 丨*ST Guangyi board of directors renamed the differences in different procedures for justice, the justice should be guaranteed

At the board of directors of*ST Guangyi (SZ300356, a stock price of 3.66 yuan, and a market value of 1.493 billion yuan), the current two independent directors have invested in the company's second largest shareholder Qianhan and their consistent actors nominated for one non -independent director candidate and two. When the solo candidate's motion performed, he voted against the vote. On September 8th, the Shenzhen Stock Exchange inquired about the company's semi -annual report inquiry, asking the company to verify the company's main shareholders and governance levels on whether there were major differences in the director candidates.

Each reporter Huang Xinlei was taken by a reporter Huang Xinlei

As of June, the controlling shareholder and actual controller of*ST Guangyi held 16.41%of the company's total share capital, which were frozen and frozen, which seemed to be marginalized in corporate governance affairs. On March 26 this year, the company's fourth board of directors and the board of supervisors expired. On August 17, the company received a notice from Qianhan Investment and its consistent actors (holding 10.05%), and submitted to the board of directors to hold a temporary shareholders' meeting to re -elected directors and supervisors who expired in office.

According to the announcement, the board of directors intended to nominate 4 candidates for the fifth non -independent directors and 3 independent directors (that is, the current 3 independent directors). people. The current two independent directors voted against Qianhan's investment nomination proposal. One of the independent directors even voted against the convening of a temporary shareholders' meeting on the grounds that "based on the consideration of stabilizing the company's stock price, it is currently not hoping to re -election directors to cause turbulence. I also hope to extend the shareholders' meeting. " However, because the board of directors agrees with the majority of votes, the relevant bills have been approved.

At present, an current independent director is commissioned by other independent directors to collect the voting right to all shareholders of the company. The "Rules of Independent Directors of Listed Companies" (hereinafter referred to as the "Rules") stipulates that independent directors can publicize their voting rights to shareholders before the shareholders' meeting. Composition of directors, three of which are independent directors, and several Han Investment proposes to be re -elected by two independent directors. The current two independent directors will step down. Dong Zheng collected the right to vote for shareholders to maintain his position, which seems to have the right to abuse, because the new independent candidate has the right to collect voting, which has caused unfair competition.

Article 45 of the "Company Law" stipulates that the appointment of the directors must not exceed three years; the director's term expires, and the election can be re -elected; the director's term of office has not been re -elected in time ... The former director should still perform the director's position. The "Rules" stipulates that the re -election time of the independent directors must not exceed six years. It should be said that the "Company Law" lacks sufficient mandatoryness in the term of office of the directors, and in reality, to a certain extent, the phenomenon of over -service of the board of directors has been formed.

Taking the company's stock price, etc., refuse to re -election of directors or independent directors, which seems a bit far -fetched. Directors have a lot of positive significance in a timely manner. Directors have a loyal and diligent obligation to the company. What is the responsibility of performing their duties is related to the personal interests of the company and shareholders. The board of directors will regularly re -elections every three years. Independence) The performance is indeed excellent and can win the trust of shareholders. Even the directors can be re -elected, which will not affect its continued contribution to the company.

Set a certain term for directors, and automatically hold a shareholders' meeting to re -make the directors to choose to select the director before exposing. Under the use of extreme oppositions such as removal of directors, it is formed to form a mechanism for selecting and eliminating the disadvantages of directors to achieve the steady update and iteration of directors.

Through a regular transition mechanism, a director stays to contribute to the company for a long time, and naturally sit in the director seat with the unreachable and unspeakable. There is a essential difference in it. Only the legitimacy of the directors can be more secure and to ensure that shareholders participate in the efforts and depth of corporate governance.

The stability of the directors of the director and supervisor has a very important impact on the stability of listed companies, and shareholders should focus on maintaining this stability. However, shareholders also need to ensure that the director supervisor can represent or safeguard the interests of themselves and the company. This is also very important. As for how to choose, the shareholders should be selected. Shareholders to prevent the control of the directors from controlling the listed companies are also an important part of corporate governance.

At present, whether it is the board of directors and the shareholders' meeting, it emphasizes the importance of procedural justice. The regular elections of the board of directors should actually be an important legal procedure for corporate governance, but the relevant system currently stipulates that it is more vague.

For the original clear source, the author suggested that it is necessary to further enhance the compulsoryness of the company's three -year term and regular elections for the company's board of directors. The legal rules should clearly understand the necessity of the legal process. It can be stipulated that unless the regulatory department agrees, the director's election can be extended and the directors can continue to perform their duties; in general, the board of directors of the company (especially listed companies) shall be enforced in accordance with regulations. Regulations for general elections.

Daily Economic News

- END -