The resolution of the board of directors is a document representing the opinions of the board of directors formed by the board of directors voting on relevant issues of the company. Many matters originally decided by the shareholders' meeting have been transferred to the resolutions of the board of directors, and the decision-making organs of the company have actually been decomposed into the shareholders' meeting and the board of directors. Therefore, the resolutions made by the board of directors on matters that have the final decision should naturally belong to the company's expression of will.
According to Article 38 of the Company Law, the shareholders' meeting shall exercise the following powers:
(1) To decide on the company's business policy and investment plan;
(2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors;
Only when employees are not directors or supervisors, it is necessary to convene a general meeting of shareholders.
Extended data
A director (director) refers to a person who is democratically elected by the company's shareholders (shareholders' meeting) or employees and has the actual power and authority to manage the company's affairs. He is the main force of the company's internal governance, managing the company's affairs internally and conducting economic activities on behalf of the company externally.
The supervisor is a member of the company's permanent supervision organization, also known as the "supervisor", and is responsible for supervising the company's financial situation, the performance of duties by the company's senior management, and other supervisory duties stipulated in the company's articles of association.
Their resignation and exemption need to go through the board of directors and the shareholders' meeting.
References:
Baidu Encyclopedia-Board Resolution