First, corporate governance decision-making mechanism
The power system of corporate governance consists of shareholders' meeting, board of directors, board of supervisors and managers. Decision-making mechanism is to solve how to distribute corporate power scientifically and reasonably in the above-mentioned institutions. Decision-making mechanism is the core of corporate governance mechanism.
(II) Decisions of the Board of Directors
1, decision-making power of the board of directors.
When the shareholders' meeting is not in session, the board of directors is the highest decision-making body and the legal representative of the company. All the powers of the company shall be exercised or authorized by the board of directors, except those owned or granted to other institutions by the general meeting of shareholders. The major decision-making power of the board of directors is different in the legislation of different countries, but the main or similar decision-making power includes: (1) formulating the company's business objectives, major policies and management principles; (2) Selecting and supervising managers, and deciding on the remuneration, rewards and punishments of senior managers; (3) Propose a profit distribution plan for consideration by the shareholders' meeting; (4) Amending and revoking the company's internal rules and regulations; (5) To decide on the company's financial principles and capital turnover; (6) To determine the prices, wages and labor relations of the company's products and services; (7) Signing various contracts on behalf of the company; (8) To decide the overall welfare of the company;
3. Decision-making mode of the board of directors.
The resolutions of the board meeting are made by voting, with one vote for each person. In the case of deadlock in voting, the chairman often has the right to exercise the ruling power, that is, to cast a decisive vote.
On the other hand, for the decision-making mechanism of corporate governance, corporate decision-making is a process from disagreement, negotiation and compromise to the formation of a unified understanding. In addition to the above-mentioned distribution of decision-making power, decision-making according to procedures is the premise and premise of orderly decision-making at all levels. Decision-making procedures can generally be divided into four stages: decision preparation, decision scheme generation, decision scheme discussion and final decision (forming a resolution).