Efforts should be made to solve the current problems of weakening the board of directors and blurring the board of supervisors, and gradually change the status quo that the board of directors and the board of supervisors are set up by people, with no standards and strong arbitrariness. Mainly from three aspects: first, according to the enterprise scale, industry characteristics, product classification, shareholder composition and other factors, formulate the organizational structure design scheme of corporate governance structure, reasonably propose the composition of the board of directors and the board of supervisors, and improve the organizational structure of the board of directors and the board of supervisors. Second, standardize the qualifications, conditions and working standards of the board of directors and the board of supervisors, and select, employ and educate people according to the market-oriented operation mechanism. Third, improve the basic rules and regulations. Group companies should focus on checking and supervising whether subsidiaries operate according to market rules, promote the effective operation of subsidiary governance structure, and truly form a reasonable organizational structure and scientific operation mechanism for board decision-making, supervision by board of supervisors and implementation by management.
Second, the establishment of equity representatives
The implementation of equity management mainly depends on investors, but this investor should not be illusory. If the investor is personal, the investor shall send representatives who can safeguard their own interests and exercise their rights on behalf of the shareholders. The legal representative of a group company may authorize others to exercise their rights. The attorney mainly performs the duties of shareholders on behalf of the group company and communicates with shareholders on behalf of the company. This lawyer is called the equity representative.
Third, optimize the workflow.
The core idea of equity management is the optimization and adjustment of workflow, which reflects the strategic intention of shareholders by monitoring the board of directors of the invested company, understands the contents of the meeting before the board meeting of the invested company, and reflects the opinions of shareholders through equity representatives. Because the resolution of the board of directors of a non-wholly-owned company has legal effect, it needs to be monitored beforehand, that is, the decision or deliberation opinions of the group company as a shareholder should be fed back before the meeting. The specific workflow is as follows: the equity representatives attending the shareholders' meeting and the board of directors are responsible for submitting the meeting topics to the group company for approval before the board meeting, and the equity management department registers the information and distributes it to all departments according to their functions, and then feeds back the audit opinions of all departments to the equity representatives, who will express their opinions at the shareholders' meeting and the board meeting.
Fourth, standardize operation monitoring.
First, starting from the source, the examination and approval of the newly established company of the group company should be centralized, and it is not possible to conduct multi-head management and multi-head approval. Second, the equity management should be information-based. By establishing the equity management information base, the main management information of the invested company can be dynamically grasped. Third, actively advocate shareholders' rights and interests, further clarify the scope of major issues managed by group companies, standardize reporting procedures, and establish a system of accountability; Fourth, in accordance with the principle of hierarchical management, strengthen the guidance, inspection and supervision of the equity management of subsidiaries to ensure that each level of monitoring is in place.
Gradually establish and improve the supporting system of equity management, study and formulate management systems and measures for all aspects of equity management, and formulate work norms for equity representatives.
Establish the work plan and summary report system of the board of directors and the board of supervisors, establish the debriefing report system of equity representatives, directors and supervisors, realize the personnel and functions of the board of directors and the board of supervisors in place, and improve the operation quality and effect of the board of directors and the board of supervisors.