Li, the management consulting partner of Zhengluojunce, believes that the root cause of the dispute between Gome and China is the confusion between emotion and law in corporate governance. According to China's traditional concept, professional managers are invited by the company and should be loyal to the founders and major shareholders; However, according to the concept of rule of law, professional managers should be responsible to the board of directors, not directly to the founder or major shareholder.
From another perspective, although the cancellation of the issuance authorization of the board of directors was passed, Huang Guangyu was also threatened by the dilution of shares in the dispute between Gome and China. In Li's view, this also shows that China's legal system and articles of association are not perfect. In western Europe and American countries, there is such a legal setting that founders can maintain a certain shareholding ratio without being diluted; In the articles of association, the rights and interests of minority shareholders and the responsibilities and rights of professional managers will be more clear.
Respect minority shareholders and stakeholders
Professor Zhou Sanduo, the first dean of the School of International Studies of Nanjing University, found that it is precisely because of the ambiguity of China's laws and articles of association that the major shareholders of Chinese companies, especially listed companies, infringe on the company's rights and interests and encroach on the interests of other shareholders. Misappropriation of company assets and decision-making is a common phenomenon. Minority shareholders are usually forced to give up their rights and interests, or hope for the conscience discovery of major shareholders.
Li told reporters that in the corporate governance of European and American companies, the rights and interests of minority shareholders are guaranteed, and every share has weight. In fact, if the major shareholder is not an enterprise controlled by the founder 100%, it must consider the rights and interests of other shareholders. Even the shareholders holding 100% shares need to consider the interests of all stakeholders such as employees, creditors, customers, communities and society.
The empirical study of corporate governance shows that the more perfect the legal provisions for the protection of minority shareholders' rights and interests, the greater the protection of minority shareholders' rights and interests. When enterprises face fewer investment opportunities, they tend to pay higher dividends to minority shareholders. In countries with weak protection of minority shareholders' rights and interests, enterprises will be more inclined to invest inefficiently.
Build trust under clear rules
Li believes that as a professional manager, whether Chen Xiao can handle and coordinate the relationship and interests with family members (mainly family members working in enterprises) is the key to the maturity and success of professional managers. Professional managers should deal with the complicated interpersonal relationship and interest relationship among family members with the attitude of complete public (company), which is also the way for family businesses to survive. We should not only proceed from the interests of the company or the overall situation, but also handle the contradictions of all parties impartially, and according to the status and closeness of family members in the family and the company, we should adopt artistic methods to resolve the internal contradictions of family members invisible and earnestly safeguard the interests of the company.
For Huang Guangyu's family, Huang Guoxiong, a professor at China Renmin University Business School, still feels a little sorry. He told reporters: "The founder's business decision-making power was deprived, and four of the five proposed schemes were rejected, which was also a blow to the founder's rights and interests." What worries him more is whether other private entrepreneurs will trust professional managers after such an incident.
However, Li believes that only when family businesses have a clear understanding of modern corporate governance and put the company's interests in the most important position can they handle the relationship between family and professional managers well. Both sides should reach mutual trust and balance in decision-making power and management power, establish effective governance structure and rules, and constantly improve them in the process of enterprise development, and finally form a stable family (decision-making)-manager (operation) management structure.