According to the different forms of debt liability, there are generally four types of companies: unlimited liability companies, limited liability companies, joint-stock companies and joint-stock companies. According to the Company Law of People's Republic of China (PRC), companies in China only include limited liability companies and joint stock limited companies. Among them, the limited liability company has the advantages of simple establishment, flexible organization, limited liability of shareholders and less risk, but the disadvantages are limited scale, difficult financing, easy encouragement of shareholders' speculation and difficult transfer of equity. A joint stock limited company is conducive to absorbing capital, with limited shareholders' liability, high management efficiency and convenient transfer of shareholders' ownership, but its establishment is complicated, its confidentiality is poor, it is easy to encourage people to speculate, and its shareholders are highly mobile.
According to the actual situation of geological prospecting units and their enterprises, most of them implement limited liability companies. The so-called limited liability company is also called limited company, that is, a company composed of more than two shareholders, and the shareholders bear limited liability for the debts of the company with their capital contributions. Limited liability company is a form of company developed later. The Limited Company Law promulgated by Germany in 1892 is the earliest legal confirmation of this company form in the world. Limited liability company is a company form suitable for small enterprises. However, due to the limited liability of shareholders for corporate debts, there are certain requirements for the number of shareholders and capital of limited companies in legislation. There are three procedures for establishing a limited liability company: formulating the articles of association, subscribing for shares and registering the establishment. The board of directors is the executive body of the company, and the directors are elected by shareholders. Limited liability shareholders only bear limited liability for the company's debts, that is, when the company is insolvent and declared bankrupt, each shareholder shall be liable for compensation to the company's debtors only to the extent of its capital contribution or undertake the obligation to clean up the company's debts to a certain multiple of its capital contribution. Sino-foreign joint ventures established in China and some newly established companies in joint ventures also adopt the organizational form of limited liability companies.
In the reform of company system, the legal structure of the company is the core of the company system. The essence of corporate governance structure is to properly handle the principal-agent relationship caused by the separation of ownership and management rights, that is, the relationship between shareholders and trustees-board of directors; Relationship between the board of directors and the acting manager. Including how the board of directors is loyal to shareholders, diligent and conscientious, how the board of directors effectively encourages and supervises managers, and how to balance the interests of all stakeholders in the company.
Shareholders elect representatives who are trustworthy, capable and can represent their own interests to form the board of directors of the company's top management decision-making body. As the highest decision-making body, the board of directors is entrusted by shareholders and bears the responsibility of good faith. Directors are different from managers. They are employed not to get paid, but to gain the trust of shareholders and society as their responsibility and honor. Directors who don't work in the company can charge "travel expenses" to ensure due diligence, but they don't receive "wages" in the company, which shows that directors always stand on the side of shareholders and have no employment relationship with shareholders. The board of directors is entrusted to manage the company, decide the legal affairs of the company, become the legal representative of the company, be fully responsible for the operation and management of the company, and have the right to control the property of the legal person and the right to appoint and dismiss the managers. If shareholders find that directors have neglected their duties or failed to fulfill their fiduciary duties, they can demand compensation and bring a lawsuit to the court. The board of directors selects managers according to management level and innovation ability. The manager, as the agent who carries out the decision of the board of directors, independently exercises the management right and agency right of the company affairs within the scope authorized by the board of directors and plays the role of "CEO". The board of directors effectively encourages and supervises the management and due diligence of managers on behalf of shareholders' interests; When necessary, a board of supervisors composed of shareholders' representatives and employees' representatives in an appropriate proportion may be established according to the Company Law to supervise the performance of the company's finance, directors and managers. In this way, under the arrangement of the company system, owners, operators and managers will divide their responsibilities and powers according to the norms of the legal system and the company's articles of association, and establish a responsibility system that is easy to evaluate and trace.
It can be seen that the company system is a strict decentralization-check and balance system guaranteed by national laws, and the effective principal-agent relationship formed by it can maintain the balance among all stakeholders of the company and make it possible to separate ownership and management rights.
The reform of the company system of geological prospecting units can be carried out from two aspects: one is to choose enterprises with a certain scale in leading industries or pillar industries for transformation; The second is to choose a geological brigade with better benefits and carry out overall transformation. Zhejiang Geological Exploration Bureau has established a limited liability company from two aspects in enterprise management. On the one hand, on the basis of the existing geological brigade, the 16 business geological prospecting unit will be transformed into 12 limited liability company as a whole; On the other hand, when the industrial structure is adjusted, the existing limited liability companies will jointly contribute to the establishment of new enterprises that constitute new economic growth points.
The specific measures for establishing a limited liability company on the basis of the original geological brigade are as follows:
First, the evaluation and disposal procedures of assets of in-situ exploration units.
① Determine the benchmark date of asset appraisal; (2) Each unit shall employ an appraisal agency with corresponding qualifications to conduct asset appraisal; (3) The evaluation results shall be submitted to the Provincial State-owned Assets Supervision and Administration Bureau for confirmation, and the land use right evaluation shall be submitted to the Provincial Bureau of Land Management for confirmation; (4) All units shall put forward opinions on write-off according to regulations (non-performing assets, bad debts, etc.). ), divestiture (non-operating assets) and retention (basic pension for retirees, overall medical expenses, living allowance for on-the-job downsizing personnel, provision for bad debts, etc. ) of the state-owned assets confirmed by the assessment. Disposal opinions shall be submitted to the Provincial State-owned Assets Supervision and Administration Bureau for approval. The remaining state-owned assets after disposal are state-owned shares.
Second, absorb the employees of this unit to form employee shares.
Employees should be willing to buy shares, and encourage operators and production and operation backbones to hold more shares and hold more shares. The per capita share capital of geological prospecting units is 5,000 yuan, the share capital of middle-level cadres is 3 times, the share capital of board members is 6 times and the share capital of chairman is 12 times. Some units have better benefits, with a per capita share capital of 20,000 yuan, directors of 6,543,800 yuan and chairman of nearly 200,000 yuan.
Generally speaking, it is difficult to attract employees to take shares, but the Zhejiang office has done a great job. They believe that there are four factors: ① the unit benefits are good, and employees are willing to take shares, which is profitable; It is very important for leading cadres to take the lead in subscribing more shares. When employees see that leaders dare to vote, they feel that they will not suffer; Generally speaking, 5000 yuan per person is not too much, even if it is lost, the amount is not large, and there is a sense of risk; (4) Some people are afraid of being laid off if they don't buy shares, because it is stipulated that shareholders have the priority to work under the same conditions.
3. A limited liability company consisting of state-owned shares and employee shares.
Among the nine units restructured by Zhejiang Provincial Department of Geology and Mineral Resources, * * * state-owned shares (after disposal of assets) are about 38 million yuan, and employees hold 27 million yuan, with a ratio of 58:42. Zhejiang province stipulates that employee shares must account for more than 30% of the total share capital, which meets the requirements.
For the use of capital stock, it is emphasized that: ① it should not be used for stock trading; ② It can't be used for welfare, but must be used for developing production and invigorating management; (3) It is emphasized that the restructuring must be combined with development, and the conversion of capital into equity is the embodiment of restructuring, and where the equity is invested must be reflected in development. These regulations make the investment behavior of enterprises very cautious and more scientific. Judging from the newly invested projects after the restructuring, the economic benefits are relatively good, and the annual rate of return is generally 10% ~ 20%.
Of course, there are still some difficulties in the corporate governance structure. Generally, the chairman also serves as the general manager, and most directors enter the manager level, which makes the original governance structure lack of checks and balances. This also reflects the gradual nature of the reform. In this regard, the Zhejiang Office has recognized it and is deepening it in accordance with the central government's decision on the reform of state-owned enterprises. However, it is complicated to really solve this problem. For example, the representative of the investor is really in place, the investor effectively supervises the asset benefit of the operator, the formation and optimization of the operator class, the evaluation of the operator's performance, and the corresponding returns. , all need to be deepened step by step, and it is impossible to reach the goal in one step.
The limited liability company established in the process of adjusting the industrial structure, with the Geological Exploration Bureau as the unit, makes overall planning, focuses on developing some emerging industries, and creates new economic growth points. This work has made breakthroughs in three aspects.
(1) Zhejiang Shanshui Traffic Engineering Co., Ltd. was established with a registered capital of120,000 yuan, which is jointly funded by five limited liability companies under the existing bureau. The property right is * * * Group, the qualification is * * * to use, the risk is * * * to bear, the income is * * * to enjoy and the credit is * * * to guarantee. Established in the winter of 1998, and obtained the second-class qualification of traffic engineering. By the end of May, 1999, the contracted project contract was150 million yuan, which initially showed a good development momentum.
(2) Establish a real estate development company with a registered capital of100,000 yuan, with five units participating in the company. Its main task is to develop and utilize the real estate resources of the units affiliated to the Geological Exploration Bureau, revitalize the assets that have not been moved for many years, and engage in real estate development. This company has already started to operate.
(3) Establish a jewelry store. Make use of the advantages of 12 jewelry experts, lots (in front of the hall of geology and mineral resources), technology, equipment and "Zhejiang" jewelry brand to build a first-class jewelry mall in Zhejiang.
One of their distinctive practices is to convert the contribution of the Geological Exploration Bureau into the legal person contribution of a limited liability company composed of geological exploration units, thus forming a limited liability company with multiple legal person contributions, rather than a wholly-owned company of the Geological Exploration Bureau.
Four, Anhui Geological Exploration Bureau set up a limited liability company.
Anhui Geological Exploration Bureau chose the way of "pilot first, then universal" to set up a limited liability company. The specific situation is:
Team (1)32 1 was established on1June 1999 and was restructured into Jiangnan Geology and Mineral Development Co., Ltd. (hereinafter referred to as Jiangnan Company). Jiangnan Company's shareholders are Anhui Geological Exploration Bureau and Employee Stock Ownership Association. After assets appraisal, the original 32 1 team invested 7.77 million yuan as state-owned shares, which were held by Anhui Geological Exploration Bureau. The employees contributed 6.5438+0.7 million yuan, and the original assets of Team 32.65438+0 were 2.33 million yuan, which were converted into collective shares, totaling 4.03 million yuan. As employee stocks, they are held by ESOP Association. State-owned shares and employee shares totaled 654.38+065.438+08 million yuan as the registered capital of Jiangnan Company. Jiangnan Company has two branches, four engineering departments and three independent accounting entities.
(2) Improve the corporate governance structure. Jiangnan Company has established a shareholders' meeting, a board of directors and a board of supervisors in accordance with the Company Law. The board of directors consists of seven directors, four of whom are representatives of state-owned property rights, elected by the Bureau of Geological Exploration; The ESOP will have three property rights representatives, elected by all members. The board of supervisors consists of five supervisors, three of whom are representatives of state-owned property rights. The general manager is appointed by the board of directors, and the deputy general manager and branch manager are nominated and appointed by the general manager. The chairman and the general manager are two people respectively.
(3) Implement the "three plans" and establish a new type of labor relations. Jiangnan Company has fixed the organization, establishment and personnel of the whole company according to the company's "three-fixed" implementation plan, and implemented the labor contract system for all employees, and employees competed for posts. First of all, it is carried out in company organs and production and business units under the company. In line with the principles of openness, fairness and justice, under the leadership of the company's party committee and the company's manager team, the democratic appraisal team for competitive appointment will evaluate and appoint the competitive appointment personnel of the heads of various departments, business executives and general employees according to the conditions and regulations. The same is true for other departments and positions.
(4) divesting non-operating assets and social functions. When it was restructured into Jiangnan Company, the non-operating assets and various social functions of newly-built enterprises were stripped off, and retirement management centers, re-employment centers and property centers were set up to manage social services such as retirees, laid-off workers' training and re-employment, base real estate, water and electricity supply and maintenance, guest houses, restaurants, canteens, bathrooms and kindergartens, and manage the non-operating assets of the whole team. The three "centers" are temporarily managed by the brigade, and the property management center adopts the operation mode of "fixed contract and partial subsidy", and fully implements enterprise management when conditions are ripe.
(5) Liberalizing and invigorating small enterprises. Small enterprises, such as automobile transportation companies, automobile repair shops and jewelry companies, which have few assets, small scale of operation and low efficiency, are mainly joint-stock cooperative systems, and are reorganized and transformed in various forms such as leasing, selling and entrusted operation.
(6) After the restructuring is completed, the brand "32 1 Geological Team" will still be retained as the investment representative organization of the Geological Exploration Bureau and the management organization to deal with the aftermath.