Cao Zhongming: Suggested That A Small And Medium Shareholder Board Should Be Set Up In A Listed Company.

Which side of the game has more seats on the board, which side controls the board and the listed company.

The 109th provision of the company law stipulates that the members of the board of directors may have representatives of their employees.

Therefore, in addition to the representatives of major shareholders and independent directors, a few listed companies have also set up seats for staff directors.

There is no doubt that the directors of the major shareholders represent the interests of the major shareholders, and the directors of the employees represent the interests of the employees.

Although the independent director system introduced in 2001 requires independent directors to safeguard the overall interests of listed companies, "in particular, we should pay attention to the legitimate rights and interests of minority shareholders from being harmed", but in fact, because of the nomination of independent directors by large shareholders, the practice of 13 years proves that they do not have the real "independence", but the role of "vase" is more obvious.

Independent directors can not voice for small investors, nor can they protect the interests of small investors.

On the other hand, for those listed companies whose share of the largest shareholder is not high, independent directors are actually more conducive to large shareholders to control listed companies.

In view of this, in the composition of board of directors of listed companies, it is necessary to have directors representing the interests of small and medium-sized investors, so as to better safeguard the interests of minority shareholders.

In fact, the establishment of

Board seats are not without law.

For example, the thirty-first rule of listed company governance standards should fully reflect the opinions of minority shareholders in the election process of directors.

Because the directors, independent directors and staff directors of the big shareholders can not represent the interests of small and medium-sized shareholders, to fully reflect the opinions of minority shareholders, it is obvious that only the interests of minority shareholders can be elected individually.

In order to achieve the goal.

Setting up a small shareholders' board of directors, forming a coexistence pattern with directors, independent directors and staff directors of large shareholders, is not only conducive to further improving the governance structure of listed companies, but also because the game between the listed companies in the listed companies with control rights struggle is not very high. The voting of the directors of small and medium shareholders often plays a decisive role, so it is also conducive to an early conclusion, such as Changyuan group, Oriental Silver Star and so on.

The struggle for control.

In addition, a board of directors representing minority shareholders can voice on behalf of small and medium-sized investors in the board of directors, which is more conducive to safeguarding the legitimate interests of small and medium-sized investors. This is also consistent with the purpose of strengthening the protection of small and medium investors' interests by regulatory authorities in recent years.

For the nomination and election of small and medium-sized shareholders, the author suggests that every listed company should set up a 1~2 small and medium shareholder director, nominate the small shareholders or their alliance to raise 10% of the shares of the listed company, and vote individually by the small and medium shareholders at the shareholders' meeting, and the large shareholders of the listed company will avoid voting in the East, and the remuneration of the listed company will be paid by the listed company.

Directors of small and medium-sized shareholders are supervised by the regulatory authorities and are supervised by small and medium-sized shareholders.

Once the minority shareholders consider it incompetent, they can be removed.

A director who is not constrained by large shareholders and represents the interests of small and medium shareholders can truly assume the role of the spokesman for small and medium investors, and the significance behind it is obvious.