"One person, one vote" should be elected

⊙ Xun Jinchu ⊙ Xun Jinchu the listed company has absorbed the social public investment, then has the safeguard social public especially the small shareholder's good faith duty. In the "listed companies to establish independent director guidance", it is stipulated that independent directors should "uphold the interests of the company as a whole, and pay particular attention to the legitimate rights and interests of small and medium shareholders", and entrust to independent directors the important task of safeguarding the interests of small and medium shareholders. Individual or combined holders of more than 1% per cent of the issued shares of a listed company may present an independent director candidate, and shall be decided by the general meeting of shareholders, and according to article 104 of the Company law, "the shareholders attend the general meeting of shareholders, each share has one vote", this one-vote "chaebol system" voting system, It is tantamount to returning the right of independent director to the major shareholder.　　Therefore, in practice, it is very difficult for independent directors to play their role in safeguarding the interests of minority shareholders. There are obvious contradictions between the relevant articles of the opinion, and the author thinks that the system of nomination and election of independent directors should be reformed as soon as possible by the reform of "one share, one vote" system to "one person, one vote" system. The reasons are as follows: first, the shareholder "one person, one vote" voting system is not a new invention but has since ancient times. Looking back on the history of the company, early companies did not start with one vote at the beginning, but one vote per person. Early companies adhered to a strict democratic mindset that companies, like municipal authorities or guilds, were made up of members rather than shares, thus voting for one person and one vote. The one-person-one-vote was also the implied rule of the common law at that time, and if the articles of incorporation did not provide for voting rights, the common law was presumed to be one person, one vote.　　Until now, the British General Assembly still in principle the implementation of one-person-one-vote hand-vote system. Secondly, the election of independent directors should be chosen according to their functions. The electoral system not only has "one person one vote" system and "one share one vote" system, but also includes the cumulative voting system, the division voting system and the restriction voting system and so on, how to choose, should be flexible to master. As early as 1790, for example, when the US Treasury Secretary Lewis Hamilton was designing the framework of the North American Banking organization, in order not to take "one person, one vote" system and "one share one vote" system two extremes, proposed 6 voting system, stipulates: The shareholder holds 1 to 2 shares, each 1 shares 1 votes, holds 2 to 10 shares, each 2 shares 1 votes ... At the same time, each shareholder, regardless of the number of shares, the maximum voting rights shall not exceed 30 votes. Until now, many continental European countries have maintained voting restrictions on large shareholders, because the largest voting holders of European countries hold more than 50% per cent of the voting rights of listed companies, so institutional design must consider retaining checks and balances on the power of large shareholders. Similarly, the election method of directors and supervisors of stock companies in China is no longer a simple one-vote system, "the cumulative voting system" has been clearly stipulated in article 106 of the Company law, but since the independent directors of listed companies in our country are positioned in the function of safeguarding the interests of small and medium shareholders, if they still adopt the election production of "one share one vote"The method of living is obviously contradictory to this position, and the election system of "one person, one vote" will be beneficial to the performance of its duties. Third, the election of independent directors to implement "one person, one vote" system, will not harm the interests of large shareholders. If an independent director implements the "one person, one vote" election system, it is easy to make it a spokesperson for the interests of small and medium shareholders, but at best it can only serve as the supervisor of passive care for the interests of the company or the interests of minority shareholders without being plundered by major shareholders or operators. The American Bar Association defines the independence of independent directors as "does not participate in the management, with the company or the management manager does not have the important business or the professional contact", our country "independent director's guidance opinion does not give the independent director to participate in the company actual operation or the fund allocation function, the independent director is only outside director or the Non-executive Director　　, we should not take the interests of small and medium shareholders to implement the motive and ability of actively infringing the interests of the company or large shareholders. On the contrary, due to the strength of the large shareholder's share advantage, even if the company's directors and supervisors carry out the cumulative voting system, the major shareholder may still be the actual control of the board of directors, may become the actual control of the company's management team, it can be said that the interests of large shareholders is never a problem; Of course, for companies with state-owned assets dominating Because the state-owned property right is also likely to lead to insider control, so that the interests of large state-owned shareholders also suffer insider infringement, but the independent director for the maintenance of small shareholders or corporate interests must be effective supervision and restraint of "insider", it is in the maintenance of small and medium-sized shareholders is equal to maintain the interests of large shareholders,　　Because the shareholders of a stock company are taking the shares they subscribe to to carry out the business risk or share the proceeds of the assets. Of course, if the common use of one-person-one-vote system in corporate governance, may inhibit the enthusiasm of large shareholders to invest, but also unfair to major shareholders; however, in the field of independent director election, "one person, one vote" elective is the choice.　　Under the one-person-one-vote system, each shareholder, regardless of the number of holdings, the right to vote fully equal, the allocation of voting rights to the number of shareholders tilt, which of course can reflect the representativeness of the elected. (the author is a senior economic researcher, who lives in Qinhuangdao Shi)