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【头条评论】 维护股东会程序正义 夯实市场“三公”基础
Zheng Quan Shi Bao· 2025-09-16 04:30
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].
维护股东会程序正义 夯实市场“三公”基础
Zheng Quan Shi Bao· 2025-09-15 19:22
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]