First, the company law requires the board of directors to attend.
A limited liability company shall have a board of directors with three to thirteen members.
A limited liability company established by two or more state-owned enterprises or two or more other state-owned investors shall have employee representatives as directors, and other limited liability companies may have employee representatives as directors. The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections.
The board of directors shall have a chairman and may have a vice-chairman. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association.
What does the company law stipulate that the board of directors must have?
Second, the relationship between the shareholders' meeting and the board of directors.
The relationship between the board of directors and the shareholders' meeting is that both of them exercise all the functions and powers owned by the company, but the shareholders' meeting is separate or the decision-making power and management power granted by the shareholders' meeting.
The resolutions made by the board of directors must conform to the resolutions of the shareholders' meeting. In case of conflict, the resolution of the shareholders' meeting shall prevail. The shareholders' meeting may veto the resolutions of the board of directors until the board of directors is reorganized or dissolved.
The board of directors is elected by the shareholders' meeting (or the shareholders' meeting), exercises the board's functions and powers and implements the resolutions of the shareholders' meeting in accordance with the Company Law and the Articles of Association. It is the agency of the shareholders' meeting and exercises the management authority of the company on behalf of the shareholders' meeting (or shareholders' meeting).
Three. What is the function of the executive director?
1. Responsible for actively performing the functions of the board of directors or designated functions.
2. If the functions of the board of directors are not fully and reasonably exercised, causing the company to suffer economic losses, and the shareholders require the board of directors to bear the liability for compensation, if the division of responsibilities of a director is not clear at the time of the cause, all executive directors shall bear joint and several economic liabilities.
3. The authority of the executive director shall be stipulated in the articles of association with reference to the provisions of the Company Law on the board of directors.
Four, two kinds of executive directors:
1. As an executive director in the legal sense, it refers to the position established by a small limited company without a board of directors to be responsible for the company's operation and management.
2. As an executive director in the sense of a listed company, an executive director has no clear legal basis and is opposite to a non-executive director. The so-called executive director is a director who participates in the operation of the enterprise. The executive director is also called an active director. It refers to a director who is appointed to hold a specific position within the board of directors and has professional responsibility for that position. The executive director is an employee of the company.
According to the law, a limited liability company has a board of directors composed of three to thirteen members, a chairman and possibly a vice chairman. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association.
legal ground
Company Law of the People's Republic of China
Article 44 Composition of the Board of Directors A limited liability company shall have a board of directors with three to thirteen members; However, unless otherwise provided for in Article 50 of this Law. A limited liability company established by two or more state-owned enterprises or two or more other state-owned investors shall have staff representatives among its board members; Other members of the board of directors of a limited liability company may include representatives of employees of the company.
The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections. The board of directors shall have a chairman and may have a vice-chairman. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association.