How to control the molecular company (1) to change its management concept, the guiding ideology of group management must be in place.
After the establishment of enterprise groups, a series of new situations and changes have occurred in enterprise forms, property rights relations, management characteristics and management methods. However, in the face of these new changes, the leaders of the parent company of the group still follow the management concept of single enterprise before the establishment of the group because of the lack of necessary preparations for changing management concepts, updating management knowledge and improving leadership level. Therefore, in order to straighten out the internal management relationship of the group, we must first change the management concept. First, the management idea should be changed from a single enterprise-based linear management model to a group-based management model? Pyramid? Management transformation; Second, the management function should be changed from simple company management to holding company management; Third, the management mode should be changed from pure head office management to parent-subsidiary management.
(B) straighten out the management relationship, the function of parent-subsidiary relationship must be positioned.
In order to establish the management system of parent-subsidiary companies, enterprise groups should clarify the capital contribution relationship between parent and subsidiary companies, establish capital ties, improve group functions, standardize the rights and obligations of group members, and give full play to the overall advantages of enterprise groups. (1) Relationship between the investor and the invested enterprise. The parent company exercises the investor's rights to its subsidiaries according to the shares it holds, exercises the major decision-making power to its subsidiaries according to the procedures and authority stipulated in the Company Law, and enjoys the right to choose managers for the subsidiaries it invests in according to law, and conducts supervision and assessment. As a subsidiary of the invested enterprise, it should earnestly safeguard the legitimate rights and interests of investors and make due contributions to the maximization of investors' income. (2) the equal relationship between legal subjects. Both the parent company and its subsidiaries are legal persons established according to law, and the parent company cannot directly interfere with the daily production and operation activities of its subsidiaries in violation of laws and articles of association. The business activities between the parent company and its subsidiaries should not only be conducive to giving play to the overall advantages of the group, but also adhere to the principles of equality, competition and efficiency. (3) the relationship between the parent company and the main member enterprises. Enterprise group is an organizational system with parent company as the core and subsidiaries as the main members. The main function of the parent company is to organize the formulation and implementation of the group's long-term planning and development strategy in accordance with legal procedures and the group's articles of association. Carry out capital management activities such as financing, enterprise mergers and acquisitions, and asset restructuring; Decide on major issues within the group; Promote the adjustment of organizational structure and product structure of group member enterprises; Establish the marketing network and information network of the group. Subsidiaries should obey the overall development strategy of the group and ensure the smooth realization of the overall goal of the group.
(3) Define the connotation of management, and the management behavior of the parent company to its subsidiaries must be in place.
The specific contents and behaviors of parent company's management of subsidiaries are as follows: First, equity management. As the controlling shareholder, the parent company participates in the operation and decision-making management through the operation of the corporate governance structure of its subsidiaries according to the provisions of the articles of association. The shareholders' meeting cannot become a mere formality. The parent company appoints directors and supervisors to form the board of directors and the board of supervisors of its subsidiaries, which should truly assume the responsibility of safeguarding the legitimate rights and interests of investors. For wholly-owned subsidiaries, the parent company can manage their property rights, and the main leaders of wholly-owned subsidiaries are appointed, removed, assessed, rewarded and punished by the parent company. The second is development management. In order to realize complementary resources, advantage reorganization, unified development, strategic coordination and guidance, the parent company should standardize the management behavior of the development planning and investment direction of major member enterprises, and the subsidiaries should carefully formulate or revise their own development strategies and short-term plans under the guidance of the long-term and short-term development plans of the parent company. The third is financial supervision. In order to maintain the safety, appreciation and profitability of investment assets, the parent company supervises the financial activities and asset operation quality of its subsidiaries. Subsidiaries shall regularly report their financial status to the parent company, establish a consolidated accounting statement system, and ensure the authenticity and accuracy of the production and operation information and financial operation information provided. The parent company should always analyze and study the operating conditions of its subsidiaries, and pay special attention to some major issues, such as asset-liability ratio, large loans, guarantees, inventory backlog, etc. Take corresponding measures in time when problems are found; The parent company shall organize its forces to conduct an internal audit on the production and operation of its subsidiaries once a year as the basis for assessing the performance of the expatriate directors, supervisors and chairman. The fourth is daily supervision. The relevant functional departments of the parent company shall regularly guide and supervise the functions and powers of the subsidiaries in the course of operation, and supervise the production and operation status, labor and personnel changes and market development of the subsidiaries.
(D) To improve the management system, the operating mechanism of enterprise groups must be in place.
The essence of correctly handling the internal management problems of the group is to establish the management system of parent and subsidiary companies with clear rights and responsibilities. For the parent company, we must resolutely safeguard the legitimate rights and interests of investors, such as participating in management, choosing operators, and asset returns. , and control the equity and contract of subsidiaries, so as to implement effective supervision, while insisting on respecting the autonomy of production and operation enjoyed by subsidiaries as independent legal persons, that is, mobilizing the enthusiasm and initiative of subsidiaries while giving play to the leading role of the parent company; For subsidiaries, it is necessary to fully exercise the property rights of legal persons and the autonomy of enterprise production and operation, and enjoy the same civil rights as the parent company in law. At the same time, we should assume the roles and obligations of group members, obey the overall planning of the group, and consciously accept the supervision of the parent company from the provisions of property rights and the articles of association of the group to ensure the realization of the overall development goals of the enterprise group. The establishment of such a management system needs to be realized through a series of operation systems, so it is very important to improve the operation mechanism of the group. First of all, we should improve the leadership mechanism of enterprise groups. Second, improve the integrated development mechanism. Adhere to the integration of parent-subsidiary development strategy, investment direction and project approval. The parent company implements a review system for major investment and loan guarantee projects of subsidiaries, and the projects above the specified amount must be provided with feasibility reports by subsidiaries, which can only be implemented after the parent company organizes experts to demonstrate and review, so as to prevent and reduce losses caused by investment mistakes and blind guarantees and bear joint and several liabilities. Third, improve the incentive and restraint mechanism.
How to control the molecular company 1 and define the overall development strategy of the group?
First of all, group enterprises must have a clear development strategy. The purpose of headquarters' control over subordinate units is to achieve the overall development goal of the group, and the subsequent control mode and control system construction will be guided by the overall development strategy of the group. Therefore, a clear development strategy is the premise for the group headquarters to effectively control its subordinate units.
On the basis of clear strategy, further select the management and control mode. The differences among the three control modes are mainly as follows:
Financial control: the control mode with the highest degree of decentralization is generally applicable to unrelated diversified enterprises without obvious leading industries. With the pursuit of return on investment and capital appreciation as the sole goal, there is no clear industrial choice, and the company's value is maximized through the structural optimization of investment portfolio.
Strategic control: generally applicable to the business sectors of related industries. To pursue the development of core industries, we should have a clear industrial choice, pursue the strategic combination optimization and coordinated development of investment business, and cultivate strategic synergy.
Operational control: the control mode with the highest degree of centralization is generally applicable to enterprises in a single industry or in the early stage of diversification. Pursue the strict implementation of strategy and business ideas, have clear leading industries, emphasize the unity of business behavior of secondary companies, and coordinate the overall growth of the group.
In fact, the control mode is not fixed, but should be designed according to the actual situation of the enterprise. Financial model, strategic model and operation model are only representative models. In the practical application process of enterprises, they are not divided strictly according to the requirements of models, but form their own specific management and control models according to the current situation and development requirements of enterprises and combining the advantages and strengths of different models.
2, clear headquarters positioning
The positioning of the headquarters is the positioning of the content and function of key management in the future. Generally speaking, the headquarters of large groups mainly manage financial rights, personnel rights and strategic development rights, that is? Manage the money, manage the direction? . On this basis, according to the needs of the group headquarters, formulate corresponding management contents, such as investment and financing management, research and development management, etc. , to supplement, so as to eventually form a clear headquarters positioning, laying the foundation for the subsequent division of powers and responsibilities.
3. Straighten out the management relationship, improve the governance structure and build a clear and reasonable organizational structure.
Some people think that the difficulty in the management of subordinate units lies in having subsidiaries with independent legal persons. In fact, the easiest way to manage this subordinate institution is to improve its governance structure. Through the establishment of board of directors, board of supervisors, professional committees, managers, etc., to standardize management. In this way, the group headquarters can participate in the operation of subsidiaries from the board level through its own equity ownership relationship, thus determining the appointment and removal of major personnel and strategic planning. And fundamentally avoid the possibility that subsidiaries with independent legal personality will become independent kingdoms outside the group system.
4. Reasonably divide the responsibilities of the headquarters and subsidiaries.
Through a clear and reasonable division of responsibilities between the headquarters and subsidiaries, orderly and efficient management can be realized. Generally speaking, from the management dimensions of strategic planning, investment decision-making, major project implementation, R&D management, market development, financing and capital operation, financial management, economic operation, asset management, risk management and prevention, and human resource management, it is necessary to clarify the responsibilities and obligations undertaken by the headquarters and subordinate units, and clarify the decision-making power, approval power and suggestion power of different management contents, so as to achieve effective coordination between the headquarters and subordinate units and prevent management confusion.
5. Strengthen performance management and improve the system management system.
On the basis of building a series of management platforms, performance management needs to be strengthened. That is, through a clear performance appraisal mechanism, it restricts and guides the business operation of subordinate units; Moreover, through the establishment of a perfect system management system, we can gradually realize the transformation from rule by man to system governance, so that the daily management work has rules to follow and laws to follow, and the efficiency can be improved from the system level.
6. Strengthen the construction of corporate culture.
A good corporate culture can change employees' behavior from passive to active. Building a good management and control culture within the enterprise is also helpful for the headquarters to effectively manage subordinate business units. Specifically, it can be constructed and improved from different levels and dimensions, such as strategic guidance, organizational identity and code of conduct, to form a multi-level and multi-dimensional three-dimensional cultural system, so that employees of the headquarters and subordinate units can form positive behaviors in cooperation, coordination, execution and operation, thus ensuring the efficient and orderly implementation of the overall control requirements.