Article 44 of the Company Law stipulates that "the methods of discussion and voting procedures of shareholders' meetings shall be stipulated in the articles of association unless otherwise stipulated in this Law. "Article 49 stipulates that" the discussion methods and voting procedures of the board of directors shall be stipulated in the articles of association of the company, except as otherwise provided by this Law. The voting at the board meeting shall be one person, one vote. "Article 56 stipulates" that the discussion methods and voting procedures of the board of supervisors shall be stipulated in the articles of association of the company, unless otherwise stipulated in this Law. "However, the Company Law does not specify whether shareholders, directors and supervisors can entrust others to attend the corresponding meetings on their behalf. It can be seen that, based on the human nature of a limited company, from the legislative point of view, the matters entrusted by shareholders, directors and supervisors of a limited liability company to attend relevant meetings are mainly stipulated in the company's articles of association.
Combined with the provisions of Article 22 of the Company Law, "the resolutions of the shareholders' meeting or the shareholders' general meeting or the board of directors of the company are invalid if they violate laws and administrative regulations. If the convening procedures and voting methods of the shareholders' meeting, shareholders' general meeting or board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, shareholders may request the people's court to revoke it within 60 days from the date of making the resolution. " It can be seen that if the articles of association do not clearly stipulate whether shareholders, directors and supervisors can entrust others to attend the corresponding meetings on their behalf, shareholders, directors and supervisors entrust others to attend the meetings on their behalf in the form of civil agents, which neither violates the provisions of laws and administrative regulations, nor violates the provisions of the Company Law on the procedures for convening meetings and voting methods, nor violates the articles of association. Therefore, we believe that the principal-agent model is a legal act.
2. Limited by Share Ltd
Article 107 of the Company Law stipulates that "shareholders may entrust an agent to attend the shareholders' meeting, and the agent shall submit a power of attorney to the company and exercise the right to vote within the scope of authorization. "It can be seen that the company law allows shareholders of a joint stock limited company to entrust others to attend the shareholders' meeting, and only the shareholders need to provide a power of attorney.
Article 1 13 of the Company Law stipulates that "the meeting of the board of directors shall be attended by the directors themselves; If the director is unable to attend for some reason, he may entrust other directors to attend in writing, and the power of attorney shall specify the scope of authorization. " It can be seen that the Company Law allows directors of a joint stock limited company to entrust others to attend board meetings, but two conditions must be met: the trustee is also a director of the company, and the power of attorney specifies the scope of authorization.
Article 120 of the company law stipulates that "the discussion methods and voting procedures of the board of supervisors shall be stipulated in the company's articles of association unless otherwise stipulated in this law." It can be seen that the company law has no specific provisions for the supervisors of joint-stock companies to entrust others to attend the meetings of the board of supervisors, but allows the articles of association to be freely agreed. In practice, if the company's articles of association do not stipulate the corresponding matters, but the supervisor has entrusted others to attend the meeting on his behalf, we tend to think it is a legal act, for the same reason as above.