According to Article 108 of the Company Law, a joint stock limited company has a board of directors consisting of five to nineteen people. The board of directors may include representatives of the company's employees, who are elected by the company's employees through the employee congress, the employee congress or other forms of democratic elections.
I composition of the board of supervisors
1. The board of supervisors shall include an appropriate proportion of shareholders' representatives and employees' representatives, of which the proportion of employees' representatives shall not be less than one third, and the specific proportion shall be stipulated in the articles of association.
2. The employee representatives in the board of supervisors are elected by the employees of the company through the employee congress, the employee congress or other forms of democratic elections.
3. The board of supervisors shall have a chairman, who shall be elected by more than half of all supervisors. The chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, more than half of the supervisors shall jointly nominate a supervisor to convene and preside over the meeting of the board of supervisors.
4. The Board of Supervisors of a joint-stock company may have a vice-chairman elected by more than half of all the supervisors. When the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, the vice chairman of the board of supervisors may convene and preside over the meeting of the board of supervisors.
Note: Directors and senior managers may not concurrently serve as supervisors.
Two. Composition of the board of directors
1. Directors are elected by shareholders at the shareholders' meeting. Or by the employees of the company through the workers' congress, the workers' congress or other forms of democratic election (if it is a wholly state-owned enterprise, there must be workers' representatives on the board of directors), and all directors form a collective leadership team to become the board of directors.
2. The final number of the board of directors is generally odd. According to the relevant provisions of the Company Law, a limited liability company shall have a board of directors with three to thirteen members, except as otherwise provided in Article 50 of the Company Law. A joint stock limited company shall have a board of directors with five to nineteen members.
3. A company with a large number of people may also set up a standing board of directors, and the method for selecting the chairman and vice chairman shall be stipulated in the company's articles of association.
Extended data:
I. Functions and powers of the Board of Supervisors
1, check company finance
2. Supervise the performance of directors and senior managers in the Company's duties, and put forward suggestions for the removal of directors and senior managers who violate laws, administrative regulations, the Articles of Association or the resolutions of the shareholders' meeting.
3. When the acts of directors and senior managers harm the interests of the company, they are required to correct them.
4. Propose to convene an interim shareholders' meeting, and convene and preside over the shareholders' meeting when the board of directors fails to perform its duties as stipulated in the Company Law.
5. Put forward proposals to the shareholders' meeting.
6. To institute legal proceedings against directors and senior managers in accordance with Article 151 of the Company Law.
7. Attend board meetings as nonvoting delegates and put forward questions and suggestions on matters discussed.
8. Discover the company's operation.
Two. Power of the board of directors
1. Be responsible for convening the shareholders' (general meeting), implementing the resolutions of the shareholders' (general meeting) and reporting the work to the shareholders' (general meeting).
2. Implement the resolutions of the shareholders' (general) meeting
3. Decide on the company's production and operation plans and investment plans.
4. Formulate the company's annual financial budget and final accounts.
5. Formulate the company's profit distribution plan and loss compensation plan.
6. To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds.
7. To formulate plans for the merger, division, dissolution or change of corporate form of the company.
8. Decide on the establishment of the company's internal management organization.
9. To decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager.
10, formulate the basic management system of the company.
1 1. Other functions and powers stipulated in the Articles of Association.
Baidu Encyclopedia-China People and China Company Law
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