From the legal point of view, corporate governance structure refers to the legal system and normative system that adjusts the rights, obligations and responsibilities of investors, operators, laborers and supervisors of the company and their external relations with the company. In short, corporate governance structure is a legal system about the company's organizational system and the rights and obligations of each organization.
1. Shareholders' meeting: the authority of the company.
According to the Company Law of China, the shareholders' meeting (shareholders' meeting) is the authority of the company, which decides the most important matters of the company and exercises 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;
(3) Examining and approving the report of the board of directors;
(4) Examining and approving the reports of the board of supervisors or supervisors;
(5) To examine and approve the annual financial budget plan and final accounts plan of the company;
(VI) To examine and approve the company's profit distribution plan and loss recovery plan;
(7) To make resolutions on the increase or decrease of the registered capital of the company;
(8) To make resolutions on the issuance of corporate bonds.
(9) To make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the company;
(10) Amending the Articles of Association.
(eleven) other functions and powers stipulated in the articles of association.
Two. Board of Directors: Implement management.
A basic feature of modern enterprise system is the separation of ownership and management right. Specifically, shareholders, as owners, generally do not directly interfere in the operation and management of the company, but decide on major issues of the company through the shareholders' meeting and authorize the board of directors to implement the operation and management. Of course, in small-scale companies invested by natural persons, the status of shareholders and directors is often competing, which is also in line with the actual situation of these companies.
According to China's Company Law, the board of directors of a limited liability company consists of three to thirteen directors, and the board of directors of a joint stock limited company consists of five to nineteen directors. The board of directors shall have a chairman and may have a vice-chairman. A limited liability company with fewer shareholders or a smaller scale may have an executive director instead of a board of directors. The board of directors shall be responsible to the shareholders' meeting and exercise the following functions and powers:
(1) Convene the shareholders' meeting and report the work to the shareholders' meeting;
(2) Implementing the resolutions of the shareholders' meeting.
(3) To decide on the company's business plan and investment plan;
(4) To formulate the company's annual financial budget and final accounts;
(five) to 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;
(seven) to formulate plans for the merger, division, change of corporate form and dissolution of the company;
(VIII) Deciding 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;
(X) To formulate the basic management system of the company;
(eleven) other functions and powers stipulated in the articles of association.
Three. General Manager: Responsible for specific operation and management.
For specific management work, the manager (general manager) appointed by the board of directors is usually responsible, and the functions and powers of the manager generally include:
(1) To preside over the production, operation and management of the company and organize the implementation of the resolutions of the board of directors;
(2) Organizing the implementation of the company's annual business plan and investment plan;
(3) To formulate plans for the establishment of the company's internal management organization;
(4) To formulate the basic management system of the company;
(5) To formulate specific rules of the company;
(six) to propose the appointment or dismissal of the company's deputy manager and financial officer;
(7) To decide on the appointment or dismissal of management personnel other than those who should be decided by the board of directors;
(8) Other powers granted by the board of directors.
Four. Board of Supervisors: Perform supervisory duties.
Shareholders authorize the board of directors to manage the company. Does the board of directors faithfully perform its duties and safeguard shareholders' rights and interests? This requires the necessary supervision. In addition to the shareholders' meeting (shareholders' meeting), shareholders can also supervise by setting up a special supervision institution, which is the board of supervisors. According to China's Company Law, a company shall set up a board of supervisors with at least three members. A limited liability company with fewer shareholders or smaller scale may have one or two supervisors instead of a board of supervisors. The board of supervisors shall include an appropriate proportion of shareholder representatives and employee representatives, of which the proportion of employee representatives shall not be less than one third. The board of supervisors and the supervisors of companies without a board of supervisors shall exercise the following functions and powers:
(a) to check the company's finances;
(2) To supervise the acts of directors and senior managers in performing the duties of the Company, and put forward suggestions for the removal of directors and senior managers who violate laws, administrative regulations, articles of association or resolutions of the shareholders' meeting;
(3) To require directors and senior managers to correct their actions when they harm the interests of the company;
(4) Proposing to convene an extraordinary shareholders' meeting, and convening and presiding over the shareholders' meeting when the board of directors fails to perform its duties as stipulated in this Law;
(five) to submit a proposal to the shareholders' meeting;
(six) in accordance with the provisions of the "Company Law", bring a lawsuit against the directors and senior managers;
(seven) other functions and powers stipulated in the articles of association.
In practice, it should be noted that the Company Law stipulates the procedures of convening, convening and presiding over the shareholders' meeting, the methods of discussion and voting at the shareholders' meeting, the methods of selecting directors and supervisors, the procedures of convening, convening and presiding over the board of directors and the board of supervisors, and the methods of discussion and voting. At the same time, the company law authorizes the company to make detailed provisions through its articles of association. However, because the Company Law is only stipulated in principle, and the ownership structure of each company, the attitude of shareholders to the company's operation and management, and the personnel structure of the board of directors, general manager and board of supervisors are different, it is necessary to specify in detail the functions and powers of the shareholders' meeting, the board of directors and the board of supervisors, their respective rules of procedure and voting procedures in the company's articles of association, so as to avoid deadlock as much as possible and ensure the company's sustainable operation.
In addition, it should be noted that the directors, supervisors and senior managers of the company accept the entrustment of shareholders to operate and manage the company, and as trustees, they should have loyal obligations and diligent obligations to the company. The following circumstances will affect his faithful and diligent performance of his obligations, so he cannot serve as a director, supervisor or senior manager of the company:
(1) Having no or limited capacity for civil conduct;
(2) Being sentenced to punishment for corruption, bribery, embezzlement of property, misappropriation of property or disrupting the order of the socialist market economy, and the execution period is less than five years, or being deprived of political rights for committing a crime, and the execution period is less than five years;
(3) If the directors, factory directors and managers of a bankrupt company or enterprise are personally responsible for the bankruptcy of the company or enterprise, it has not been more than three years since the date of completion of the bankruptcy liquidation of the company or enterprise;
(4) Being the legal representative of a company or enterprise whose business license has been revoked due to violation of law and ordered to close down, and having personal responsibility, it has not been more than three years since the date when the business license of the company or enterprise was revoked;
(five) a large amount of debt owed by an individual has not been paid off due.
Directors and senior managers who have the duty of loyalty and diligence shall not take advantage of their powers to accept bribes or other illegal income, or occupy the company's property, or commit any of the following acts:
(1) Misappropriation of company funds;
(2) Opening an account for the company's funds in its own name or in the name of other individuals.
(3) Lending the company's funds to others or providing guarantee for others with the company's property without the consent of the shareholders' meeting, the shareholders' general meeting or the board of directors, in violation of the provisions of the company's articles of association;
(four) in violation of the articles of association of the company or without the consent of the shareholders' meeting or the shareholders' meeting, enter into a contract or conduct a transaction with the company;
(5) Without the consent of the shareholders' meeting or shareholders' meeting, taking advantage of his position to seek business opportunities belonging to the company for himself or others, and running the same business as the company he works for;
(six) accept the entrustment of others and regard the transaction with the company as your own;
(seven) unauthorized disclosure of company secrets;
(8) Other acts that violate the obligation of loyalty to the company.
The income of directors and senior managers who violate the above provisions shall be owned by the company.