Directors are mainly elected by the company's shareholders (shareholders' meeting) or employees.
Election of the Board of Directors:
The board of directors is mainly elected by the shareholders' (general) meeting, or by the employees of the company through the workers' congress, the workers' congress or other forms of democratic election.
However, the election of the board of directors must meet the following conditions:
1. In terms of qualifications, all members of the board of directors must be directors. Directors are elected by shareholders at the general meeting of shareholders. Or elected by employees of the company through employee congresses, employee congresses or other forms of democratic elections (if it is a wholly state-owned enterprise, there must be employee representatives on the board of directors). All directors form a collective leadership team to become the board of directors.
2. Legal director qualification: A director can be a natural person or a legal person. Where a legal person serves as a director of a company, he must appoint a natural person with capacity as his agent. In the practice of current company law, directors can only be natural persons. Secondly, a person without civil capacity or with limited capacity cannot serve as a director.
3. The number of directors shall not be less than the legal minimum, because the number is too small, which is not conducive to brainstorming and fully concentrating the opinions of shareholders. But the number of people should not be too large, so as to avoid overstaffing and reduce work efficiency. Therefore, the company can determine the number of directors above the minimum according to the business needs and the articles of association.
As the board of directors is a conference organization, the final number of board members is generally odd. According to the relevant provisions of the Company Law, a limited liability company has a board of directors with three to thirteen members. However, unless otherwise provided for in Article 50 of this Law. A joint stock limited company shall have a board of directors with five to nineteen members.
5. In terms of personnel division, the board of directors generally has a chairman, a vice-chairman and a managing director. A company with a large number of people may also set up a standing board of directors. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association.
Extended data:
Qualifications for appointing directors:
The directors of the company are natural persons. China's "Company Law" has certain restrictions on the qualifications of directors. According to the provisions of Article 146 of the Company Law, one of the following circumstances shall not serve as a director of the company:
(1) No or limited capacity for civil conduct;
(2) Being sentenced to punishment for committing crimes of corruption, bribery, embezzlement of property, misappropriation of property and 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 crimes, and the execution period is less than five years;
(3) It has not been more than 3 years since the date of bankruptcy and liquidation of the company or enterprise, who has served as a director, factory director or manager and is personally responsible for the bankruptcy of the company or enterprise;
(4) Being the legal representative of a company or enterprise whose business license has been revoked and ordered to close due to violation of law, 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.
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