How does the Company Law stipulate the nomination of directors?

The general election of directors is generally nominated by shareholders. The last board of directors made a resolution on the nomination of the shareholder, and then submitted it to the shareholders' meeting for resolution in the name of the board of directors. Usually, before submitting the nomination list to the shareholders' meeting, the original board of directors will negotiate among shareholders according to the shareholding ratio of shareholders and the distribution of directors, but this internal brewing is a game of mutual rights between the controlling shareholder and the major shareholder of the company, which is not transparent. Article 103 of the Company Law stipulates that "shareholders who individually or collectively hold more than 3% of the company's shares" may nominate directors.

Directors include independent directors and non-independent directors. To elect company directors, you need to nominate candidates first. The Guiding Opinions on Establishing the System of Independent Directors in Listed Companies regulates the nomination of independent directors, in which Article 4 stipulates that "the board of directors, the board of supervisors of listed companies and shareholders who individually or collectively hold more than 65,438+0% of the issued shares of listed companies" may propose candidates for independent directors; However, there is no clear specification on how to nominate non-independent directors. Because non-independent directors actually control the development direction of listed companies and deeply participate in the actual operation of the company, their nomination is actually more related to the future of listed companies.

Of course, in order to implement the shareholders' rights such as "return on assets, participation in major decisions and selection of managers" stipulated in Article 4 of the Company Law,

Paragraph 2 of Article 103 of the Company Law also indirectly gives shareholders the right to nominate directors, stipulating that "shareholders who individually or collectively hold more than 3% of the company's shares may submit an interim proposal to the shareholders' meeting ten days before the shareholders' meeting", and shareholders may exercise the nomination right to elect or change directors to the shareholders' meeting by way of interim proposal according to this article.

But generally speaking, there is a lack of laws and regulations on the nomination of directors. Although "Guidelines for the Articles of Association of Listed Companies" (revised in 2006) clearly stipulates that a company should stipulate the methods and procedures for the nomination of directors and supervisors and related matters of the cumulative voting system in its articles of association, the degree of standardization of this provision is too low, and the autonomy of listed companies is too great, which makes the nomination right of directors mainly controlled by major shareholders. For example, a listed company stipulates that "shareholders who hold more than 5% of the total number of voting shares issued by the company for 65,438+08 consecutive months according to the number of people to be elected shall submit a list of four non-independent directors according to the shareholding ratio", and these "local policies" even violate the relevant provisions of Article 65,438+003 of the Company Law.