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公司章程作为公司行为的根本准则、股东自治的落实载体,其完善与否直接影响着公司能否良性发展,股东权益能否顺利实现。从股东自治理念的视角来看,股东自治的精神在我国公司章程中得到了一定程度的体现,但受各种因素的影响,股东自治权仍被严重限制着,我国公司章程也存在一些问题。由此,建议修改我国公司章程,在修改过程中以股东自治理念为指导,进一步强化公司章程的灵活性,进一步完善公司章程中的表决权制度,健全职业经理人的激励约束机制。
As a fundamental guideline of corporate behavior and implementing carrier of the autonomy of the shareholders, its consummation will directly affect the healthy development of the company and whether the shareholders’ rights and interests can be smoothly realized. From the perspective of the concept of shareholder autonomy, the spirit of shareholder autonomy has been reflected to some extent in the articles of association of our country. However, due to various factors, the autonomy of shareholders is still severely restricted. There are also some problems in our articles of association. Therefore, it is suggested to amend the articles of association of our country, to guide the autonomy of shareholders in the process of revision, to further strengthen the flexibility of the articles of association, to further improve the voting right system in the Articles of Association, and to perfect the incentive and restraint mechanism of professional managers.