First, the difference between executive directors and non-executive directors.
1, different characteristics
Executive directors are relative to non-executive directors. The so-called executive director, as a director himself, participates in the operation of the enterprise; Non-executive directors are independent, expert and part-time.
2. Different ownership
The executive director has the right to decide and implement proposals; Non-executive directors are only entitled to put forward company proposals.
3. Different in nature
An executive director, also known as an active director, refers to a director who is appointed to hold a specific position on the board of directors and has professional responsibility for that position. The executive director is an employee of the company.
Independent directors have nothing to do with the company in China and can express their opinions independently, including some major issues in the decision-making of the company's board of directors. The CSRC requires that his opinions must be independent and will not be influenced by the interests of a certain group. An executive director is an independent director who has other jobs or businesses in the company.
Two. The relationship between executive directors and non-executive directors
Non-executive directors play the role of supervising and balancing executive directors. Independent directors must be non-executive directors, non-executive directors are not necessarily independent directors, and executive directors must not be independent.
Independent directors are independent non-executive directors, but non-executive directors may or may not be independent. Non-executive director is a director who does not hold the position of manager in the company. He is a kind of director and a member of the board of directors.
Extended data:
Article 51 of the Company Law stipulates that a limited liability company with fewer shareholders or a smaller scale may have an executive director instead of a board of directors. The executive director may concurrently serve as the company manager. The functions and powers of the executive director shall be stipulated in the articles of association.
A limited liability company that meets the statutory requirements may have only one executive director instead of a board of directors, provided that the company has a small number of shareholders and a small scale. These two conditions must be met at the same time.
The functions and powers of the executive director include two aspects: First, the executive director can exercise the functions and powers of the board of directors stipulated in the Company Law, which are stipulated in the articles of association. Second, if the executive director concurrently serves as the manager of the company, he will exercise the functions and powers of the manager as stipulated in the Company Law. The executive director is elected and replaced by the general meeting of shareholders, and the term of office is the same as that of the relevant directors.
The property of a non-executive director should be independent of the company where he works, as well as the shareholders, board of directors and management of the company. At the same time, the appointment of non-executive directors should be independent of the board of directors and management of the company.
Baidu Encyclopedia-Executive Director
Baidu Encyclopedia-Non-executive Director