(1) Only director candidates are required to be put forward by way of proposal, and the right of proposal includes the right to nominate directors.
Most listed companies stipulate in their articles of association that "each director and supervisor candidate shall submit a separate proposal" in accordance with the Guidelines for the Articles of Association of Listed Companies. The Company Law stipulates that the board of directors, the board of supervisors and shareholders who individually or collectively hold more than 3% of the company's shares have the right to propose. In the absence of special provisions in the articles of association, the right to propose includes the right to nominate directors.
(2) The shareholding ratio of shareholders who have the right to nominate candidates for directors as stipulated in the articles of association is higher than 3%.
The articles of association of Northeast Pharmaceutical (stock code: 000597) stipulates that "candidates for directors and supervisors shall be proposed by the board of directors and the board of supervisors respectively, and shareholders holding more than 10% of the total shares of the company may nominate candidates for directors and supervisors to the board of directors in writing".
Wan Ze (stock code: 000534) Company's Articles of Association stipulates that "the list of candidates for directors and supervisors shall be submitted to the shareholders' meeting for voting by way of proposal. Candidates for non-independent directors may be nominated by the previous board of directors, or by shareholders who individually or collectively hold more than 10% of the company's issued shares. "
It is worth mentioning that Wan Ze Co., Ltd. has received a letter of concern from the Securities and Futures Commission on this clause in the Articles of Association, asking it to explain whether this clause complies with the provisions of the Company Law and the Guidelines for the Articles of Association of Listed Companies, improperly restricts the rights of shareholders to nominate directors, and is conducive to protecting the legitimate rights and interests of minority shareholders.
In its reply, Wan Ze mainly explained the following reasons: (1) The provision of 3% proposal right in the company law is the minimum requirement, and the articles of association can make more operational and specific provisions on the nomination methods and procedures of directors and supervisors in combination with the actual situation of the company without violating the prohibitive provisions of laws, regulations and normative documents; (2) The Articles of Association will increase the shareholding ratio of shareholders who have the right to nominate candidates for non-independent directors and supervisors from 3% to 65,438+00%. It is hoped that shareholders can recommend relevant candidates to the company on the basis of a deeper understanding of the company's strategy and operation, which is conducive to ensuring the normal operation of the company's board of directors and board of supervisors, maintaining the stability of the company's overall operation, and protecting the interests of the company and all shareholders including minority shareholders; (3) The Company's Articles of Association does not restrict the shareholders from exercising the right of temporary proposal according to Article 102 of the Company Law. Therefore, the Company's Articles of Association does not unduly restrict the rights of shareholders to nominate candidates for directors and supervisors, which is not conducive to protecting the legitimate rights and interests of minority shareholders.