Relationship between shareholders' meeting and board of directors:
The relationship between the board of directors and the shareholders' meeting is that both of them exercise all the functions and powers owned by the company, but the shareholders' meeting is separate or the decision-making power and management power granted by the shareholders' meeting.
The resolutions made by the board of directors must conform to the resolutions of the shareholders' meeting. In case of conflict, the resolution of the shareholders' meeting shall prevail. The shareholders' meeting may veto the resolutions of the board of directors until the board of directors is reorganized or dissolved.
The board of directors is elected by the shareholders' meeting (or the shareholders' meeting), exercises the board's functions and powers and implements the resolutions of the shareholders' meeting in accordance with the Company Law and the Articles of Association. It is the agency of the shareholders' meeting and exercises the management authority of the company on behalf of the shareholders' meeting (or shareholders' meeting).
Can the legal representative be appointed?
The legal representative cannot be appointed directly, but is established according to the company's articles of association, and may be the chairman, executive director, general manager and the legal representative of the chairman. The chairman is elected by the board of directors. The method for the formation of directors is stipulated in the company's articles of association and is generally elected by the shareholders' meeting. The legal representative of the executive director has only one executive director and no board of directors, and can only be a limited liability company with a small number of shareholders or a small scale.
The difference between executive directors and non-executive directors:
1, with different concepts. Executive director means that when the number of shareholders in a limited liability company is small or the scale is small, there can be only one executive director without a board of directors. Non-executive directors are members of the company's board of directors, but they do not hold any positions.
2. Different roles. The role of the executive director is to replace the board of directors. The role of non-executive directors is to supervise and balance the executive directors in the board of directors.
What is the difference between an executive director and a legal representative?
The difference lies in the different concepts of executive director and legal person. The corporate legal person is mainly a concept in civil law, and the chairman is the person who represents the company and exercises corresponding functions and powers in practice.
The level of executive directors and legal persons will also be different. The chairman may be the legal representative of the enterprise, and the chairman must hold absolute or majority shares. The legal representative may also be authorized by the shareholders' meeting, not necessarily the chairman. The meanings of executive director and legal person are also different. The chairman is the top manager of the company, and the legal representative is the person in charge of the company.
Functions and responsibilities of the Executive Director:
1. At least one member of the board of directors is an executive director, and the executive director has the responsibility to actively perform the functions of the board of directors or designated functions;
2. If the functions of the board of directors are not fully and reasonably exercised, causing the company to suffer economic losses, and the shareholders require the board of directors to bear the liability for compensation, if the division of responsibilities of one director is not clear at the time of the cause, all executive directors shall bear joint and several economic liabilities;
3. A limited liability company with a small number of shareholders may have an executive director instead of a board of directors. The executive director may concurrently serve as the company manager. The authority of the executive director is stipulated in the articles of association with reference to the provisions of the Company Law on the board of directors. Where a limited liability company does not have a board of directors, the executive director may also act as the legal representative of the company.
Legal basis:
Company Law of the People's Republic of China
Article 40 Where a limited liability company establishes a board of directors, the shareholders' meeting shall be convened by the board of directors and presided over by the chairman. When the chairman is unable to perform his duties or fails to perform his duties, he shall be presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall elect a director to preside over the meeting.
Where a limited liability company does not have a board of directors, the shareholders' meeting shall be convened and presided over by the executive director.
If the board of directors or the executive director is unable to perform or fails to perform the duties of convening the shareholders' meeting, it shall be convened and presided over by the board of supervisors or the supervisors of the company without the board of supervisors; If the Board of Supervisors or supervisors do not convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting by themselves.
Article 51 A limited liability company shall set up a board of supervisors, and its members shall not be less than three. A limited liability company with a small number of shareholders or a small scale may have one or two supervisors instead of a board of supervisors.
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. The employee representatives in the board of supervisors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections.
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.
Directors and senior managers shall not concurrently serve as supervisors.
Article 108 A joint stock limited company shall have a board of directors with five to nineteen members.
Members of the board of directors may include company employee representatives. The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections.
The provisions of Article 45 of this Law on directors of limited liability companies shall apply to directors of joint stock limited companies.
The provisions of Article 46 of this Law concerning the functions and powers of the board of directors of a limited liability company shall apply to the board of directors of a joint stock limited company.