论文部分内容阅读
知情权是股东作为公司的所有者,监督公司经营管理的重要手段。股东之间、股东与公司之间存在的利益冲突以及完善公司治理结构的需要产生了股东知情权。其立法目的是保护股东权益免受公司董事和经理人员的侵害,赋予股东维护自己合法利益的权利。而就我国上市公司信息披露的现状而论,其根本规则未得到有效的推行和实施,仍存在不主动、不规范、不及时、不真实的现象,信息披露规则没有得到有效的推行和实施。仅凭已披露的信息,投资者很难对上市公司真实状况形成全面认识。为了维护股东及广大投资者的利益,应尽可能地扩大股东的账簿查阅权范围,使其获得尽可能充分、真实的公司经营信息,实现股东真正知情;明确界定查阅的合理需求和举证责任,为股东查阅扫清障碍;允许股东委托会计师等专业人员进行查阅;明确规定查阅的时间和赔偿责任以及设定中小股东权益受到损害的具体赔偿金额和方法,大幅度提高赔偿的标准。
Right to information is the shareholder as the owner of the company, an important means of supervision of the company’s management. The conflicts of interest between shareholders, shareholders and the company and the need to perfect corporate governance structure give shareholders the right to information. Its legislative purpose is to protect shareholders’ rights and interests from being infringed upon by directors and managers and to give shareholders the right to safeguard their own legitimate interests. As for the status quo of the information disclosure of the listed companies in our country, the fundamental rules have not been effectively implemented and implemented, and there are still some problems, such as not being active, irregular, not timely and untrue, and the rules of information disclosure have not been effectively implemented and implemented. Based on the disclosed information, it is very difficult for investors to fully understand the real situation of listed companies. In order to safeguard the interests of shareholders and investors, it is necessary to expand shareholders’ access scope of account books so that they can obtain the fullest and true possible operating information of the company so as to realize the true knowledge of the shareholders; clearly define the reasonable demand for inspection and the burden of proof, Clearing the bar for shareholder inspection; allowing shareholders to entrust accountants and other professionals to inspect; specifying the inspection time and liability as well as setting the specific compensation amount and method of damage to the rights and interests of minority shareholders and greatly raising the standard of compensation.