关键词: 公司治理, 股东民主, 决策效率, 股东提案权, 董事会审查

Abstract:

The shareholder proposal right， as a mechanism for democratic participation in corporate decision-making， aims to achieve internal power balance and promote the flow of organizational information. There exist two normative models in comparative law： the governance-oriented approach and the regulation-oriented approach， which reflect the conceptual divergence between corporate autonomy and state intervention. The current amendment to the Company Law overly emphasizes the supremacy of shareholder interests in its institutional design of the interim proposal right， neglecting the value of balancing diverse corporate interests. It needs to be revised in terms of explanatory theory. In terms of nature， Article 115 （2） of the Company Law should be regarded as a semi-mandatory norm， allowing for differentiated design of subject qualifications， exercise procedures， and other matters in the company’s articles of association， so as to prevent elevating special protection for small and medium-sized shareholders from evolving into generalized regulatory constraints on corporate governance structures. At the same time， the proposal review power of the board of directors should be carried out in accordance with the two standards of formality and relevance， seeking a balance between the exercise of shareholder rights and the order of corporate decision-making. In addition， it is necessary to differentiate among the three distinct phases： ex ante （pre-proposal）， interim （in-process）， and ex post （post-decision） stages， and comprehensively construct a protection system for shareholder proposal rights through methods such as stock exercise by the investor protection institution， administrative review by the China Securities Regulatory Commission， and litigation for resolution defects.

Key words: corporate governance, shareholder democracy, decision-making efficiency, shareholder proposal right, board review