How Do I Create a Shareholder Proxy?

The so-called voting proxy refers to a system in which a shareholder authorizes in writing to in fact authorize others to vote on the shares held by the shareholder.

Proxy for shareholder voting rights

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The so-called voting proxy refers to a system in which a shareholder authorizes in writing to in fact authorize others to vote on the shares held by the shareholder.

The proxy of shareholders 'voting rights, especially the proxy collection system, has positive effects. Therefore, in terms of the qualifications of shareholders' voting agent's qualifications, the purpose should be to give full play to their positive functions. Companies' laws in various countries have different regulations on this issue.

In view of the status quo of China's dominant share structure with poor liquidity, the Chinese Company Law should clearly stipulate that agents with voting rights are not restricted by the status of shareholders, but if the articles of association of a limited liability company stipulate that agents are limited to shareholders of the company, they shall be deemed valid. In addition, there should be no special restrictions on the qualifications of the solicitation agents for voting rights.

The so-called voting proxy refers to a system in which a shareholder authorizes in writing to in fact authorize others to vote on the shares held by the shareholder.

The proxy system of shareholders' voting rights is a product of historical development and an inevitable trend of the prosperity and development of modern social and economic life. Historically, the emergence of the proxy system for voting rights originated from modern companies with increasingly decentralized equity. The company is the most common and important form of business in modern social and economic life. At the beginning of its existence, due to the lack of investors' investable fields, shareholders invested the accumulated capital into the company and were extremely concerned about the company's production and operation. To avoid the investment direction deviating from their own expectations, generally they can actively exercise their voting rights in person, so that the company can engage in business activities in accordance with the expectations of shareholders when investing and setting up the company. With the continuous development of the modern company system and the securities market, the size of the company has become larger and larger, and the shares have become more and more dispersed. The ownership and management of the company have become increasingly separated, so that people can no longer have a lot of time to go as before. Manage investments in one area. With the continuous growth of personal wealth and the diversification of investment, people's time and energy are becoming more and more limited. After investing in a company, shareholders often only pay attention to the return on investment, and have no thought or ability to participate in the company's management and management, and resolve the company. Difficulties in the business process. It is under such circumstances that the proxy exercise of the voting right is constantly growing. The relatively dispersed or highly dispersed equity has provided a hotbed for the generation of a proxy system for shareholders' voting rights.

The proxy system of voting rights has been proactively entrusted by the original shareholders to the active solicitation of the company's "attackers". In order to adapt to the large-scale needs of public companies in the operation of voting right agents, the attributes of "agent rights" have undergone a fundamental change. It has moved from an active state to a passive state, reflecting the reality that voting rights have become a tool for contending for corporate control, and is a new development of the agency right system in commercial law.

Shareholder voting right agent

The so-called voting proxy (voting proxy) refers to a system in which a shareholder authorizes in writing to in fact authorize others to vote on the shares held by the shareholder. In the case of a general voting agency, the acquisition of agency authority is entrusted by the shareholders themselves, rather than being actively sought by them. Taiwan is also called "non-solicitation agency". If the agent actively and publicly solicits voting rights by way of persuasion, it constitutes a "collection of voting agency rights", which South Korea and Japan call "the solicitation of proxy voting rights" and common law countries call them "agents of proxy." induce". The proxy exercise of shareholder voting rights, especially the collection of voting proxy rights, has important institutional value. First, it helps the shareholders' meeting to play its decision-making function and promotes the democratization of the company's decision-making. Because the traditional shareholders 'meeting cannot perform its functions, the key to truly determining the success or failure of a certain vote has been transferred from the shareholders' meeting venue to the process of soliciting proxy proxy.

(I) Regulations on the qualification of agents in various countries Regarding the qualifications of shareholders as voting agents, the hot topics discussed by scholars at home and abroad are the issue of whether agents are restricted by the status of shareholders. This issue is categorized according to national legislation and practice:

First, the law clearly stipulates that agents are limited to shareholders of the company, and it also expressly prohibits others from becoming agents. If the Italian company law clearly stipulates that the company's directors, auditors, employees of the company or its subsidiaries, banks or other creditor institutions and groups must not be agents.

Second, the law clearly stipulates that it is limited to shareholders of the company, but allows the company's articles of association to have special provisions. Like France

Shareholder voting right agent

China's "Company Law" only recognizes that shareholder voting rights can be exercised through an agent in Article 108 without making further provisions. According to the general principle of civil law agency, all natural persons with civil capacity can attend voting meetings and exercise voting rights as agents of voting rights. Of course, the company itself cannot act as an agent of the shareholders of the company. However, the qualifications of voting agents also have their own special rules. It is considered that provisions can be made in the following aspects: First, the company law should expressly stipulate that voting agents are not restricted by the identity of shareholders, as described above. Shareholders with voting rights can entrust any person they trust (such as the shareholder's spouse, children, relatives, friends, etc.) or their creditors, or the company's management class to exercise it. The company's multi-stakeholders should have equal opportunities to participate in corporate governance, so that the company's managerial level can accept the supervision and restraint of diversified subjects in a wider range. In reality, there are also cases where the company's operations have improved significantly and profits have increased significantly under the active reforms of the interveners. Of course, those who have a strong relationship with the resolution shall not be agents of voting rights.

Secondly, if the articles of association of a limited liability company stipulate that the agent is limited to the company's shareholders, it shall be deemed valid, as described above.

Thirdly, the voting agent should not be restricted by the amount or proportion of shares held and the duration of the shares. Given that China s listed companies have a very low proportion of tradable shares, and state-owned and legal person shares are highly concentrated in the unique equity structure, the proportion of dispersed personal capital is extremely small, and restrictions on company management are also quite limited. It is difficult to challenge Throne ". However, the current director and supervisor are seeking their proxy rights with their own advantages, which makes it easier to maintain their power. Under the circumstances of "absolute power and absolute corruption", it is difficult to guarantee that the director and supervisor will not abuse their powers, and even have full pockets and benefits. Therefore, shareholders should not be restricted from making shareholding requirements. No matter how many shares they hold and how long they hold, they can exercise their voting rights on their behalf.

Finally, there should be no special restrictions on the qualifications of the recruitment agents. It is undeniable that there is a certain moral hazard in the collection of voting rights. It is easy to become a tool for incumbent managers to stay for a long time and abuse their right to operate. Therefore, countries have strict regulations on this system in company law and securities law (such as a special section of the US Securities Exchange Law). However, the core and basic points of the regulation of this system in various countries are the disclosure, information disclosure and non-fraudulent and non-concealment requirements of the solicitation process. Some scholars have pointed out that the main point of the voting power proxy mandate collection system is to require the full disclosure of relevant shareholders Information, but not special restrictions on the eligibility of solicitors. Moreover, there are special restrictions on the qualifications of soliciting agents, which impairs the functioning of the soliciting agent system, as described above. In addition, active solicitation agents and passive entrusted agents are difficult to strictly distinguish in practice. In order to simplify operations and avoid the solicitor's solicitation in the name of a trusted agent and circumvent the law, there should be no special restrictions on the qualifications of solicitation agents.