According to the Guiding Opinions of General Office of the State Council on Further Improving the Corporate Governance Structure of State-owned Enterprises, in principle, the chairman and general manager of wholly state-owned companies and wholly state-owned companies are set up separately, all of whom are internal executive directors, and report their work to the board of directors regularly.
State-owned banks are generally wholly state-owned enterprises, and their chairman and general manager shall serve as executive directors respectively according to the above provisions.
The duties of the chairman are: the chairman of a wholly state-owned company, as the legal representative of the enterprise, bears the primary responsibility for the reform and development of the enterprise, and reports major business problems and risks to the board of directors and state-owned shareholders in a timely manner.
The duties of the general manager are: the general manager is responsible to the board of directors, exercises the authority to manage production and operation, organizes and implements the resolutions of the board of directors, reports to the board of directors and reports to the chairman when the board of directors is not in session.
The duties of the board of directors include formulating strategies, making decisions and supervising managers. The manager's job is to implement the strategy formulated by the board of directors and be responsible for the decision-making of enterprise production and operation. Therefore, the executive director connects the management and the board of directors, so that the board of directors of an enterprise can learn more about the business activities of the enterprise, make more accurate decisions in time, and managers can more accurately implement the strategies formulated by the board of directors and complete business activities. The executive director should not only complete the work required by the management position, that is, make the production and operation decisions of the enterprise, but also participate in the strategy formulation and decision-making in the board of directors. If the chairman and the general manager are the same person and have great influence in the operation of the enterprise, then the general manager only serves as a director, and other internal executives can also serve as directors. This situation is actually quite common. In the board of directors, different directors may assume different responsibilities in different special committees of the board of directors.
The board of directors generally includes directors, executive directors and independent directors sent by shareholders. A director sent by a shareholder is not an executive director if he does not hold a post in the enterprise. Directors sent by shareholders may also be executive directors. Independent directors are generally not related to shareholders, executives and directors of enterprises. The chairman and members of the special committee are elected by the board of directors.