论证券投资基金所持股份之表决权的行使

证券投资基金所持股份之表决权理应由基金管理人代表基金份额持有人自由行使,但由于证券投资基金持股数额一般较大,且该表决权的行使具有权义复合性和双重共益性,故基金管理人在行使基金持股之表决权时应尽忠实、勤勉义务。建议我国立法对基金持股之表决权进行一定的规制,以维护基金份额持有人的利益,并更好地发挥基金作为机构投资者在股份公司治理中的作用。

The Exercise of Voting Rights of Shares Held by Securities Investment Funds

The voting rights of shares held by securities investment funds should be exercised freely by fund managers on behalf of fund shareholders.However,with regard to the huge amount of shares held by securities investment funds,and the complex nature of right and obligation with dual benefits as to the exercise of voting rights,the fund managers should assume duty of loyalty and diligence in exercising the voting rights.This paper proposes that the voting rights of shares held by funds should be regulated by legislation so as to safeguard the interests of fund shareholders and to make funds play a better role in corporate governance as institutional investors.