维护股东会程序正义 夯实市场“三公”基础

Core Viewpoint - The recent administrative regulatory measures imposed on a listed company due to non-compliance in shareholder meeting procedures have heightened market concerns regarding the procedural justice of shareholder meetings [1] Group 1: Procedural Violations - Two main procedural violations were identified: first, related shareholders did not abstain from voting on related party transactions; second, some shareholder meetings lacked legal and shareholder representatives in the counting and monitoring process, with related shareholders acting as vote counters [1] - The core requirement of procedural justice in shareholder meetings emphasizes that the entire process must strictly adhere to laws, regulations, and established rules to ensure fair and transparent exercise of rights by all shareholders [1] Group 2: Importance of Procedural Justice - Procedural justice reflects the rule of law in corporate governance and includes several key requirements, such as adherence to the rigid constraints of the abstention system as outlined in Article 32 of the "Rules for Shareholder Meetings of Listed Companies" [2] - Ensuring the independence and professionalism of the counting and monitoring process is crucial, as stipulated in Article 38 of the same rules, which mandates the participation of shareholder representatives and legal professionals in these roles [2] - The process must be open and transparent, allowing all shareholders equal rights to information and participation [2] Group 3: Mechanisms for Maintaining Procedural Justice - To maintain procedural justice, a multi-party governance mechanism should be established, including stricter enforcement by regulatory bodies and improved accountability mechanisms for procedural violations [2][3] - Listed companies should cultivate a strong awareness of procedural compliance, regularly educate executives on governance procedures, and appoint compliance officers to oversee adherence to these processes [3] - Minority shareholders should actively exercise their supervisory rights and raise objections to any procedural irregularities during shareholder meetings [3] - Market intermediaries, such as lawyers, play a vital role in ensuring procedural justice by independently fulfilling their responsibilities in the counting and monitoring processes [3]