How to straighten out the relationship between the board of directors and managers

Many state-owned enterprises have established corresponding corporate governance structures after restructuring, but usually the chairman and general manager are combined into one, and one person holds the post concurrently. In this mode, the board of directors and the management layer overlap highly. Although the communication cost has been reduced to a certain extent, the contradiction between the owner and the manager is temporarily concealed under the appearance of "efficiency and harmony", and the assistance and checks and balances between the two have not been fully exerted, and the manager is gradually marginalized. With the gradual improvement and development of enterprise management, more and more enterprises begin to consider separating the chairman and general manager, further clarify the relationship between the board of directors and the manager, clarify their respective functions and responsibilities, and establish effective corporate governance mechanisms and corporate governance models. I. Definition of the relationship between the board of directors and the manager From the perspective of functional orientation, in the three-tier corporate governance structure of shareholders' meeting, board of directors and manager, the board of directors is in the middle layer, the upper layer is controlled by the shareholders' meeting, the lower layer is controlled by the manager, and it is also supervised by the board of supervisors and the board of directors. It is a bridge connecting the shareholders' meeting and the managers' level, which is in the core position in the corporate governance structure and the same node of many principal-agent relationships in the corporate governance structure. In the principal-agent relationship between the shareholders' meeting and the board of directors, the board of directors is the trustee, plays the role of interest representative, controls and manages the company on behalf of shareholders, and is responsible for major business decisions of the company when the shareholders' meeting is not in session; In the principal-agent relationship between the board of directors and managers, the board of directors is the entrusting party, entrusting managers to implement specific decisions and organize the production and operation of the company. As a resource controller, the board of directors plays its management role by appointing or dismissing managers and determining their remuneration. In the principal-agent relationship between shareholders and managers, the board of directors is a third party other than the trustee and the principal, which plays the role of interest coordinator, coordinates and alleviates the agency conflict between shareholders and managers, and plays a supervisory role. Judging from the division of powers and responsibilities, the board of directors is elected by the shareholders' meeting and is responsible to the shareholders' meeting. Its main functions and powers include: electing or dismissing company managers and determining their remuneration; Review and approve the strategic plan, business plan and investment plan of the management; Formulate financial budget and final accounts and profit distribution plan; To decide on the merger, division and dissolution of the company. The management is appointed by the board of directors and is responsible to the board of directors. Its main responsibilities include implementing the decisions of the board of directors. Responsible for the daily management of the company, including internal setup and management regulations; Responsible for the selection and management of internal staff, and determine the salary of employees. Division of power and responsibility between the board of directors and the manager

Second, the board of directors will assess the management. The assessment of management is a legal right given to the board of directors by the Company Law. The core of modern enterprise system is corporate governance, and one of the keys to the successful operation of corporate governance structure is to make the board of directors the main body of corporate governance, and to form effective incentives and constraints for managers through appointment, assessment and rewards and punishments to ensure the maximization of shareholders' interests. Therefore, the assessment of managers is an important means to play the role of the board of directors; The implementation of the assessment of managers by the board of directors is conducive to strengthening the incentive and restraint of managers by the board of directors, giving play to the role of the board of directors as the main body of corporate governance and better standardizing corporate governance. The remuneration assessment committee of the board of directors is the main body of the board of directors to assess managers. Under normal circumstances, the board of directors usually adopts the method of combining target management with key performance indicators. The Board of Directors, in combination with the industry situation, the level of achieving the annual target and the efforts of the management team, organizes the assessment of the management, including the general manager, and encourages them in strict accordance with the incentive system. The evaluation process of the board of directors can be divided into three stages: determining the evaluation target at the beginning of the year, evaluating the performance in the middle of the year and evaluating the results at the end of the year. So as to form an effective unity of objectives, performance and results, and ensure the scientific objectivity of rewards and punishments of assessment results. The assessment cycle of managers is combined with the year and the term of office, and the annual salary of managers is paid according to the annual assessment results. Managers who have made outstanding achievements during their term of office can enjoy equity incentives according to the relevant provisions of the company's equity incentives; During the term of office, due to dereliction of duty or mistakes, the company has suffered heavy property losses or personal injuries. Depending on its nature and seriousness, it will be given economic punishment or administrative sanctions until it is dismissed. If the case constitutes a crime, criminal responsibility will be investigated according to law. Three. Communication channels between the board of directors and management. The management has the obligation to ensure the smooth communication channels with the board of directors. The main communication channels include: (1) monthly work briefing system: the management should submit work briefing to the board of directors regularly every month to inform the company's operating conditions and future development suggestions. Work briefing's main contents include: summary of last month's work, major problems and solutions in last month's work, major events last month, work plan for this month and other matters that need to be reported to the board of directors; (II) Regular work report system: in order to cooperate with the convening of regular meetings of the board of directors, the management should submit a written work report, reporting the work progress, budget implementation, main problems existing in operation and solutions during the reporting period; (3) Financial reporting system: submit balance sheets, income statements and cash flow statements to directors and supervisors on a regular basis every month; (4) Daily reporting system: when the board of directors and the board of supervisors are not in session, the management should always report informally to the chairman on the daily work of the company's production and operation and asset operation; (V) Inquiry system: directors or supervisors of the company can ask managers about specific issues without affecting their work, and the inquired personnel should actively cooperate and provide true information, but they have the right to refuse work instructions issued by directors beyond their authority; (VI) Emergency (major) reporting system: After an emergency or major event occurs in the company's operation, the general manager shall submit a written report to the board of directors within five working days, and after the event is handled, a written handling report shall be submitted to the board of directors within five working days. Emergencies or major events that should be reported include: 1. Signing, modification and termination of important contracts; 2. Refunds from big banks; 3. Major operating or non-operating losses; 4. The assets suffered heavy losses; 5 may be liable for compensation according to law; 6. Major litigation and arbitration matters; 7. Major administrative punishment; 8. Major personnel safety accidents, equipment accidents, quality accidents and other events that have a significant impact on the company's business development; 9. Other reporting matters stipulated in the articles of association and the rules of procedure of the board of directors or deemed necessary by the general manager. (Author: Teng Chao, Senior Consultant of Meng Jie Consulting Company)