1. What are the provisions of the company law on the number of directors?
Article 45 of the Company Law stipulates that a limited liability company shall have a board of directors with 3- 13 members.
Article 5 1 of the Company Law stipulates that a limited liability company with fewer shareholders or a smaller scale may have an executive director instead of a board of directors.
Article 109 of the Company Law stipulates that a joint stock limited company shall set up a board of directors with 5- 19 members.
The board of directors is an operating executive body composed of all directors established in accordance with relevant laws, administrative regulations and policies and the articles of association of the company or enterprise. Has the following characteristics:
The board of directors is the business executive body of the authority of the shareholders' meeting or the employees' meeting of the enterprise. It is responsible for the command and management of the company or enterprise and its business activities, and is responsible for and reports its work to the shareholders' meeting of the company or enterprise. The board of directors must implement the decisions made by the shareholders' meeting or the employees' shareholders' meeting on major issues of the company or enterprise.
Two. Specific functions and powers of the board of directors
1. Be responsible for convening the shareholders' meeting and reporting to the shareholders' meeting.
The shareholders' meeting is an extraordinary power, and shareholders only exercise their rights when the meeting is held. Therefore, when major issues of the company need to be decided by the shareholders' meeting, they must be held in the form of a meeting. Shareholders are scattered all over the country, and the board of directors has the obligation to convene all shareholders to attend the shareholders' meeting. There are two ways to convene shareholders' meetings: one is to convene shareholders' meetings regularly according to the time limit stipulated in the articles of association; Second, when shareholders with more than 65,438+0/4 voting rights or directors or supervisors with more than 65,438+0/3 propose to convene a shareholders' meeting, the board of directors must convene it. The emergence of the board of directors is the need for shareholders to control the board of directors through election and then indirectly control the company. The activities of the board of directors must represent the interests of shareholders. In order to let shareholders know about the operation and management of the company and adjust the principles and policies in time, the board of directors has the obligation to report its own business activities and the company's situation to the shareholders' meeting.
2. Implement the resolutions of the shareholders' meeting.
The resolution of the shareholders' meeting is the concentration of shareholders' will and determines the development direction of the company. Once the resolution is formed, it must be implemented, but because the shareholders' meeting does not directly implement the resolution formed by itself, it is implemented by the board of directors representing the interests of shareholders. The resolution of the shareholders' meeting is the guiding principle for the board of directors to conduct business. The board of directors shall not refuse to implement it under any pretext. Shareholders and the board of supervisors have the right to supervise and inspect the implementation of the resolutions of the board of directors.
3. Decide on the company's business plan and investment plan.
The board of directors is the legal representative of the company and has full authority to lead and manage all business activities of the company. Under the guidance of the company's business policy and investment plan decided by the shareholders' meeting, the board of directors has the right to arrange the company's business plans such as production and sales, determine the company's production and operation mode, determine the company's asset flow and invest in other companies or production and business units. However, the business plan and investment plan of the board of directors shall not exceed the business policy and investment plan of the shareholders' meeting, otherwise it is ultra vires, and the losses caused thereby shall be borne by the board of directors.
4. Formulate the company's annual financial budget and final accounts.
The management of the company by the board of directors is very extensive, involving production, technology, labor, equipment, material supply, finance and so on. Especially in financial management, it is the main duty of the board of directors to comprehensively manage the whole production and operation activities of the company in the form of value. Making the annual financial budget and final accounts of the company is one of the contents of financial management of the board of directors. The financial budget is the plan of the company's financial revenue and expenditure, and the final accounts are the summary of the implementation results of the annual budget. The annual financial budget and final accounts are related to whether the company's capital arrangement is reasonable and whether it is used properly, which is related to the utilization rate of funds. Therefore, the board of directors should carefully and scientifically prepare the company's annual financial budget and final accounts, and submit them to the shareholders' meeting for deliberation and approval.
5. Formulate the company's profit distribution plan and loss compensation plan.
This is also one of the contents of the board of directors' financial management of the company. The company's profit distribution mainly consists of two parts, provident fund and dividend. Provident funds also include statutory provident funds, statutory public welfare funds and arbitrary provident funds. In addition to the statutory provident fund with a fixed proportion, the board of directors shall formulate specific forms of statutory public welfare fund, arbitrary provident fund and dividend distribution. Profit distribution is directly related to the interests of the company, shareholders, producers and third parties, so the board of directors should formulate a detailed plan and submit it to the shareholders' meeting for approval before proceeding. In order to maintain the company's production and operation, when the company suffers losses, the company must make up the losses before distributing profits. The board of directors will formulate a plan to make up the losses and implement it after approval by the shareholders' meeting.
6. To formulate plans for increasing or decreasing the registered capital of the company.
The increase or decrease of a company's registered capital directly affects the stability of the company's production and operation and the changes of the rights and obligations of shareholders and creditors. Therefore, companies are generally not allowed to increase or decrease their capital at will. In order to expand the company's production scale, or consolidate the company's financial foundation, or adapt to market changes, the board of directors shall propose detailed plans, including the reasons, purposes, methods, quotas, uses, consequences and remedial measures for increasing or decreasing the registered capital, so as to ensure that the interests of the company, shareholders and creditors are safeguarded. After the board of directors puts forward the capital increase or capital decrease plan, it can only be implemented after it is reviewed and approved by the shareholders' meeting and the registered capital clause in the articles of association is amended.
7. To formulate plans for merger, division, change of corporate form and dissolution of the company.
The merger, division, change of corporate form and dissolution of a company involve many laws, regulations and policies, which are extremely complicated and cannot be handled well, affecting the interests of many parties. Therefore, the board of directors should first make specific plans for the above major issues. Take the merger of companies as an example. If the merger is adopted, the board of directors of the merged company shall draw up a detailed plan on the name and merger conditions of the merged company and submit it to the shareholders' meeting for decision. After the shareholders' meeting makes a decision, the resolution can be submitted to other boards of directors for merger activities. Without the deliberation of the shareholders' meeting, the merger shall not be carried out without authorization and a merger contract shall be signed.
The development of any company must depend on the investment of shareholders, and the board of directors also plays a key role in the company, because the board of directors directly affects the development direction of the company. The Company Law has detailed figures on the number of shareholders' meetings. At present, the number of directors of provincial companies cannot exceed 13, and that of joint stock limited companies cannot exceed 19.