Management is an economic term, including the board of directors.
In a limited liability company, the company law stipulates that:
Article 37 The shareholders' meeting of a limited liability company shall be composed of all shareholders. The shareholders' meeting is the authority of the company and exercises its functions and powers in accordance with this Law.
Article 38 The shareholders' meeting shall exercise the following functions and 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, dissolution, liquidation or change of corporate form of the company;
(10) Amending the Articles of Association.
(eleven) other functions and powers stipulated in the articles of association.
Where shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document.
Article 47 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, dissolution or change of corporate form 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.
Article 50 A limited liability company may have a manager who shall be appointed or dismissed by the board of directors. The manager is responsible to the board of directors and exercises the following powers:
(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.
Where there are other provisions in the articles of association on the functions and powers of the manager, such provisions shall prevail.
The manager attended the board meeting.
Article 54 The board of supervisors and the supervisors of a company 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;
(6) To institute legal proceedings against directors and senior managers in accordance with the provisions of Article 152 of this Law.
(seven) other functions and powers stipulated in the articles of association.
Article 55 Supervisors may attend board meetings as nonvoting delegates and raise questions or suggestions on matters resolved by the board.
The board of supervisors and the supervisors of the company without a board of supervisors may investigate the company's abnormal operation; If necessary, an accounting firm can be hired to assist in the work, and the expenses shall be borne by the company.
Among them, directors, managers, supervisors and other company executives are all company managers.
What is the relationship between the board of directors, the board of supervisors and the shareholders' meeting? The board of directors and the board of supervisors are elected by the shareholders (shareholders' meeting) (employees' representatives are elected by the employees' meeting or the employees' congress) and are responsible to the shareholders (shareholders' meeting). The board of supervisors is responsible for supervising the decision-making and business of the board of directors and other internal institutions.
1. shareholders' meeting
The shareholders' meeting is composed of all shareholders and is the highest authority of the company.
2. Board of Directors or Executive Directors
The board of directors is responsible to the shareholders' meeting. 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. A limited liability company shall have a board of directors with three to thirteen members.
3. County Councils in Midwest and Eastern States
Purpose of establishment:
Due to the scattered shareholders of the company, the professional knowledge and ability vary greatly. In order to prevent the board of directors and managers from abusing their powers and harming the interests of the company and shareholders, it is necessary to select this special supervision institution at the shareholders' meeting to exercise the supervision function on behalf of the shareholders' meeting.
China's system can be roughly compared. Shareholders' meetings are similar to people's congresses, * * * are similar to the board of directors, and the board of supervisors is the Commission for Discipline Inspection.
Whether the board of directors is a general meeting of shareholders is not unique to listed companies.
Any company with two or more shareholders will have a general meeting of shareholders. A company with shareholders is called a "shareholder", and the "shareholder" exercises the functions and powers of the shareholders' meeting.
The shareholders' meeting or "shareholders" may decide whether to set up a board of directors and a board of supervisors. If the board of directors and the board of supervisors are not established, the executive directors and supervisors shall exercise their functions and powers. In other words, non-listed companies may or may not have a board of directors and a board of supervisors. But listed companies must have a board of directors and a board of supervisors.
Managers' office meetings generally exist in state-owned enterprises.
What is the difference between the voting rights of shareholders and the voting rights of directors of the board of directors? 1. The shareholders' meeting and the board of directors are different institutions. The shareholders' meeting is the authority of the company, which determines the major issues of the company's development. Only the shareholders who contribute capital are eligible to attend the meeting and vote. Generally speaking, they exercise their voting rights in proportion to their equity.
2. The board of directors is the daily management organization of the company. Directors are not necessarily shareholders. The chairman and directors are appointed by the company's general meeting of shareholders. The voting rights of the board of directors are generally determined by the number of people, and the minority is subordinate to the majority. The voting matters of the board of directors are generally routine matters in the normal operation of the company.
The board of directors is responsible to the shareholders' meeting. What powers does it exercise? Article 46 of the Company Law stipulates that:
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, dissolution or change of corporate form 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.
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 the term of office of directors of a limited liability company shall apply to directors of a joint stock limited company.
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.
Can the power of shareholders' meeting be exercised by the board of directors? Since it is a legal power, the power of the shareholders' meeting can only be exercised by the shareholders' meeting, and some matters must be decided by the shareholders' meeting to have legal effect. There is no case where the board of directors is authorized to exercise the power of the shareholders' meeting, but the board of directors is responsible for the shareholders' meeting.
Article 38 The shareholders' meeting shall exercise the following functions and 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. Where shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document.
Article 47 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.
What are the differences between the top management of the board of directors and the board of supervisors? What are their respective responsibilities? The board of directors is composed of directors, who are responsible for the company's affairs internally and represent the company's decision-making bodies externally.
The board of supervisors is an organization composed of all supervisors, which supervises the company's business activities and accounting affairs. The board of supervisors, also known as the company's board of supervisors, is a statutory and necessary supervision institution of the joint-stock company, and an internal institution under the leadership of the shareholders' meeting, which is set in parallel with the board of directors and supervises the administrative management system of the board of directors and the general manager.
The senior management is the executive body and is responsible to the board of directors. The senior management and the board of directors strictly divide the responsibilities and authorization authority, and decide the business management and decision-making matters within their authorization authority according to the authorization of the board of directors. The board of directors evaluates the performance of senior managers as the basis for their remuneration and other incentive arrangements.
Which is more powerful in the management of the board of directors? The decreasing relationship between the board of directors and general right decision-making is the shareholders' meeting, the board of directors and the general manager (that is, the senior management).
A wholly state-owned company does not have a shareholders' meeting, and the board of directors acts as part of the functions and powers of the shareholders' meeting.
China's company law stipulates that a wholly state-owned company does not have a shareholders' meeting, and the board of directors of the company is authorized by the state-authorized investment institution or the state-authorized department to exercise part of the functions and powers of the shareholders' meeting and decide on major issues of the company. However, the merger, division, dissolution, increase or decrease of capital and issuance of bonds of a company must be decided by the state-authorized investment institution or the state-authorized department.