Thought the enforcement of shareholder proposal is negatively evaluated by the theory of agency costs. Eerily in 1942, SEC made rule14a-8 which enable shareholder's proposal being written down on the proxy statement, that becomes an import part of company governance in US. Similarly in 1982, Japan revised commercial law, which enforce the system of shareholder proposal to enable shareholders-meeting lively. Being an acting on the topic of company governance, ROC revised commercial law last year to add section172-1、192-1、216-1 and revised regulations of shareholder-meeting statements to enforce the system of shareholder proposal, too. Therefore in this study, what are functions of shareholder proposal will be examined by the enforcement in US and Japan, specially the function that social responsibly of business is asked by shareholder proposal being notable. Besides examining contents of shareholder proposal system in US and Japan will also make a comparative study to ROC. By this study the existence of precatory proposal of shareholder is well judged and its inadequacies in the ROC can be identified, so that a proposal to remedy those can be made. It is hoped that this system can effectively accomplish its functions in the future, and does not become merely a written document for the company.