Relevant research shows that: (1) When the chairman is also the general manager, this person is the CEO. This situation is similar to that of the chairman and CEO of the United States, and the chairman and general manager of listed companies in China account for 20.9%. The decision-making power and execution power of such companies are highly integrated. (2) If the chairman is not the general manager and does not work in the company every day, the general manager can also be regarded as the CEO. This situation is similar to the separation of chairman and CEO in the United States. The decision-making power and execution power of such companies are relatively separated, which is the case for 34.3% listed companies in China. (3) Between the above two, the chairman is not the general manager but works in the company every day. We think that in this case, both the chairman and the general manager have the functions of CEO, which is similar to the phenomenon of double CEO that often appears in the running-in period after the merger of two foreign companies. As for the actual operation, who has more power, the chairman or the general manager, depends on the actual situation. Generally speaking, the chairman may be stronger and the general manager is weaker, which is the case in 44.8% listed companies in China.
Chief Executive Officer (CEO for short) is the highest administrative official in charge of daily affairs in an enterprise, also known as CEO, general manager or CEO.
He is responsible to the board of directors of the company and is often a member of the board. Have the ultimate executive power within the company or organization. In a relatively small enterprise, the CEO may be the chairman and president of the company at the same time, but in a large enterprise, these positions are often held by different people, which can prevent individuals from playing too much role and having too much power in the enterprise, and also avoid the conflict of interests between the company itself and the company owners (that is, shareholders).
The emergence of CEO system is a new challenge to the traditional corporate governance structure.
In recent years, some enterprises in our country have successively implemented the CEO system, and the first batch of enterprise CEOs (hereinafter referred to as CEO) have appeared in our history. To this end, the first thing we have to answer is: what is CEO? Why does China need a CEO? According to my understanding, the meaning of enterprise CEO can be simply understood as the integration of two identities: enterprise leader and professional manager.
The CEO system of an enterprise is compatible with the modern enterprise system. Under the modern market economy system, the corporate governance structure of the modern enterprise system generally consists of three parts: the shareholders' meeting, the board of directors and the executive body composed of senior managers. Among them, the executive body of the company is composed of senior managers. These executives, that is, senior managers, are employed by the board of directors. Within the scope authorized by the board of directors, have the right to manage the company's affairs and be responsible for handling the company's daily business affairs. The person in charge of the executive agency is called CEO, that is, CEO. The CEO of an enterprise can be the chairman, vice chairman or general manager. The main duties of the CEO are: (1) to implement the resolutions of the board of directors; (2) Preside over the daily business activities of the company; (three) according to the authorization of the board of directors, sign a contract or handle business; (4) appointment and removal of the manager; (5) Regularly report the operation to the board of directors and submit the annual report.
The executive team under the leadership of CEO includes: general manager, deputy general manager, department manager, chief accountant, chief engineer, etc.
We find that some successful enterprises that have established modern enterprise system are competing to implement CEO system recently, and the first batch of corporate CEOs in China have been produced.
In foreign countries, CEO appeared on the basis of the establishment and maturity of corporate governance structure. Since 1980s, with the global business expansion of multinational corporations, information exchange within enterprises has become increasingly frequent. Due to the information transmission block and communication barrier between decision-making layer and executive layer, managers' quick response and execution ability to major decisions of enterprises are affected, and some enterprises begin to reform the traditional corporate governance structure of board of directors-chairman-general manager. CEO is one of the products of this change. In a sense, its appearance represents the transition from some decision-making power in the hands of the original board of directors to the hands of the original management. The CEO is neither the general manager nor the president, and has great power, of which 40% ~ 50% is the power of the chairman. The board of directors becomes a small board, and its main function is to select, evaluate and formulate the CEO-centered management and its salary system. Although the CEO is not the investor of the enterprise, he has the final decision on major decisions. In foreign countries, the constraint on CEO is not mainly the board of directors, but an institution called the strategic decision-making Committee in the enterprise. This strategic decision-making Committee is the main authority to support or deny the CEO's business decision. In many countries, most of the strategic decision-making committees are not people in enterprises, let alone investors in enterprises, but celebrities in the fields of enterprise management, economy and law. Therefore, it is human capital that controls the enterprise, not the investor, whose interests are only reflected in the return of property rights.
The establishment of CEO embodies the idea of people-oriented and reasonable pricing of human capital. What we usually call the corporate governance structure model based on the theory of separation of two powers is being challenged. More and more facts show that modern production is shifting from focusing on machines to focusing on knowledge. Therefore, human capital has achieved the status of overwhelming monetary capital. It is not difficult to find that the annual salary system, stock options and other similar incentive measures are just institutional arrangements made by the market for the rational pricing of entrepreneurs' human capital. In a mature market environment, entrepreneur human capital will inevitably find its own reasonable price. As an institutional arrangement, human capital entered the enterprise, which triggered a major change in the enterprise property right system. In addition to wages, human capital should also have a return on property rights. The phenomenon that enterprises are completely owned by investors is gradually changing. The appearance of CEO also indicates that the traditional theory that ownership and management rights must be separated has also been greatly revised.
Faced with economic globalization and China's entry into WTO, many enterprises are busy planning and adjusting with a strong sense of crisis to meet the challenges of the world market. It is against this background that CEO appeared in China. It should also be noted that the CEO of some enterprises in China just changed his name, which is actually the general manager's daily responsibility system under the decision of the board of directors, rather than the real CEO. It should be said that human capital, as capital, is one of the most important forms of expression in the era of knowledge economy. If the title of general manager of an enterprise is changed to CEO, it should not only be in line with international practices, but more importantly, the enterprise should be in line with international practices in many aspects such as property rights system, governance structure and corporate culture.