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

摘要： 自2005年我国公司法修订引入累积投票制以来，历经近二十年的治理实践，亟待评估其在维护中小股东权益方面的效果。通过系统梳理深证治理指数所涉40家上市公司章程等在累积投票制上的设置，发现诸多公司累积投票制的安排形同虚设、乱象丛生，存在非常明显的应付色彩，效果很不理想，未有效实现制度“初心”。这源于法律层面的制度设计弹性有余而刚性欠缺，公司控股股东操纵和控制管理层选举的现象并未根本改变。为此，需要在立法层面以及制度运行与保障层面加以完善，才能充分发挥制度的效用，实现对公司控股股东的有效制衡。

关键词: 累积投票制；控股股东；中小股东；利益保护