【头条评论】 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 raised significant concerns regarding the procedural justice of shareholder meetings in the market [1][2]. 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][2]. - Procedural justice in shareholder meetings requires strict adherence to laws, regulations, and established rules to ensure fair and transparent exercise of rights by all shareholders, reflecting the collective will accurately [1][2]. Group 2: Importance of Procedural Justice - Procedural justice is a manifestation of the rule of law in corporate governance, emphasizing the need for compliance with avoidance rules to prevent conflicts of interest [1][2]. - Ensuring the independence and professionalism of vote counting and monitoring is crucial, as outlined in the regulations, which mandate the participation of independent representatives and legal professionals [2][3]. - Transparency in the entire process of convening, notifying, deliberating, voting, and counting is essential to uphold procedural justice and protect minority shareholders from potential manipulation by major shareholders [2][3]. Group 3: Mechanisms for Upholding Procedural Justice - Regulatory bodies should enhance enforcement rigidity and improve mechanisms for on-site inspections and post-event accountability to address procedural violations effectively [2][3]. - Listed companies must cultivate a strong awareness of procedural compliance, including regular training for executives and establishing compliance officers to oversee governance activities [3]. - Minority shareholders should actively exercise their rights to supervise the legality of shareholder meetings and raise objections to any irregularities [3]. - Market intermediaries, such as lawyers, play a vital role in ensuring procedural justice by maintaining professional integrity in their responsibilities [3].