关键词: 累积投票制；控股股东；中小股东；利益保护

Abstract: Since the introduction of the Company Law in 2005， the cumulative voting system has experienced more than ten years of governance practice， and its effectiveness in safeguarding the rights and interests of small and mediumsized shareholders needs evaluating urgently. Through a systematic review of the cumulative voting system set up in the articles of association of 40 listed companies involved in the Shenzhen governance index， it is found that the arrangements of the cumulative voting system of many companies are virtually nonexistent and chaotic. There is a very obvious coping color， and the effect is not ideal. The “original intention” of the system has not been effectively realized， which is rooted in the fact that the system design elasticity at the legal level has more than two rigidity deficiencies， and the phenomenon that the controlling shareholders of the company manipulate and control the election of the management has not fundamentally changed. It needs improving at the legislative level as well as the system operation and security level， so as to give full play to the effectiveness of the system and achieve effective checks and balances on the controlling shareholders of the company.

Key words: cumulative voting system; controlling shareholder; small and mediumsized shareholders; protection of interests