Short Board Of Stock Ownership Competition Is Urgent To Make Up

Recently, there are frequent cases of A share listed companies' equity contention. The competition of industrial capital extends from simple placards to board seats and shareholders' meeting proposals, and so on. The importance of capital market is increasingly prominent.

The increase of share ownership has its inevitability. With the continuous development of the scale and business type of securities market, we need to make pertinent laws and regulations or amendments to some new problems and new phenomena.

An example is the questioning of shareholder qualification by Oriental silver star.

On September, the Oriental Silver Star board rejected the request of CITIC Securities to convene the provisional shareholders' meeting for the two time.

The reason is that Yu Shang Group deposits some of its Oriental Silver Star shares into citic securities credit guarantee accounts based on investment and financing needs.

In view of this, whether the margin accounts have the qualification of shareholders, there are differences between the two sides.

This is indeed a new problem.

The securities company's pilot margin trading started in 2010. In the past, it only focused on its function as an investment diversification and risk avoidance means. Whether there is a substantive shift of shareholder's rights such as voting rights and dividend rights, there is still a blank in the system.

Another example is the controversy surrounding the voting mode of Tibet pharmaceutical industry.

In order to compete for the important election seats for directors, the top two shareholders of Tibet pharmaceutical industry require direct vote system and cumulative voting system in the election of directors respectively, resulting in a two general meeting of shareholders to vote in one election.

The choice of voting represents different interest demands. From the root of the system, there is no hidden danger in the system agreement.

"Guidelines for the governance of listed companies" stipulate that "cumulative voting system" should be actively implemented in shareholders' meetings in the election of directors.

A cumulative voting system should be adopted for listed companies holding a controlling shareholder's share of more than 30%. "

Obviously, "active implementation" is not mandatory, and large shareholders can choose a more favorable way of voting.

Capital has become an important driving force for the development of the industry, and the listed companies with financing and brand functions will inevitably become the target pursued by industrial capital.

Equity competition is a normal capital behavior in the stock market, but once the equity dispute is in chaos, the harm it brings to listed companies and investors is obvious.

In practice, the complex equity relations of listed companies and the innovative business of the securities market have made the original ones.

Rules can not meet the requirements of governance.

With the rapid development of the domestic securities market, the system and regulations need to be perfected and adjusted in a timely manner.

It is urgent to establish and perfect the market-oriented operation mechanism, so that the contention of industrial capital to control the listed companies will be more efficient and standardized, so as to better realize the function of resource allocation.

First of all, laws and regulations governing the governance of listed companies need to be improved.

With the continuous development of the scale and business type of the securities market, the existing system can no longer meet the needs of the operation and management of the listed companies. It is necessary to make pertinent regulations or supplementary provisions for some new problems and new phenomena.

For example, the shareholders' qualification of the margin trading account and the voting mode of the directors' election mentioned above.

Secondly, the board of directors and

The independence between them needs to be strengthened.

According to the functions, the board of directors is the management organ of the operation and operation of the listed companies, and the shareholders' meeting is a decision-making mechanism for the shareholders to exercise their shareholders' power.

In some equity competition companies, the board of directors becomes the "conductor" and "voice box" of the interests of one shareholder, and frequently controls the other party's exercise of power through the "threshold".

In addition, as a result of

The shareholding relationship of the listed companies is complex, and there is a possibility of the replacement of control rights, so we need to strengthen the management and requirements of information disclosure.

Shareholders who increase their shares by means of margin financing, trust and other financial instruments shall disclose their own assets and solvency. When shareholders refer to shareholders' meetings to elect directors, leading to the replacement of directors' leading power, apart from the detailed information of directors' candidates, they should also disclose the specific rationale for reform and subsequent management.

In short, in the process of equity contention, small and medium investors are often in a weak position, and a more stringent disclosure system is conducive to making decisions on the basis of more symmetrical information.