According to Articles 37 and 38 of the Company Law, we can know that shareholders only have the right to elect and replace directors and supervisors who are not employee representatives, and decide on matters related to their remuneration.
That is to say, if the directors and supervisors of a limited liability company are elected by the shareholders' meeting; The directors and supervisors of the employee representatives are elected by the employee congress or other democratic elections; The manager is appointed or dismissed by the board of directors.
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Interpretation of People's Republic of China (PRC) Company Law: Article 37.
Article 37 The shareholders' meeting of a limited liability company shall be composed of all shareholders. The shareholders' meeting is the authority of the company and exercises its functions and powers in accordance with this Law.
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The general meeting of shareholders is an organization composed of shareholders. Shareholders' participation in the shareholders' meeting is an important embodiment of shareholders' rights as investors. Members of the shareholders' meeting are all shareholders, because shareholders are actual investors and are liable for the debts of the company to the extent of their capital contribution.
This article emphasizes that all shareholders, that is, "all shareholders", equally reflect the rights and interests of shareholders as investors. It is a legal right for shareholders to attend the shareholders' meeting. If you are not the investor of the company, you can't be called a shareholder of the company, and you can't be a member of the shareholders' meeting.
This article defines the nature of the shareholders' meeting with the word "company power". The so-called authority means that all major problems of the company need to be solved by the agency. Administration is different from executive agencies that do not carry out daily business, and also from supervisory agencies and consulting agencies.
The shareholders' meeting is only responsible for making resolutions on major issues of the company and collectively exercising the rights and interests of investors. Shareholders' meetings exercise their power in the form of meetings, rather than permanent institutions or daily offices, which is determined by the nature of the power of shareholders' meetings and the basic principles of the modern company system in which ownership and management rights are separated.
Article 38 of this Law clearly stipulates the scope of decisions made by the shareholders' meeting when exercising its functions and powers, and the shareholders' meeting shall abide by it when making decisions.
Article 38 The shareholders' meeting shall exercise the following functions and powers:
(1) To decide on the company's business policy and investment plan;
(2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors;
(3) Examining and approving the report of the board of directors;
(4) Examining and approving the reports of the board of supervisors or supervisors;
(5) To examine and approve the annual financial budget plan and final accounts plan of the company;
(VI) To examine and approve the company's profit distribution plan and loss recovery plan;
(7) To make resolutions on the increase or decrease of the registered capital of the company;
(8) To make resolutions on the issuance of corporate bonds.
(9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(10) Amending the Articles of Association.
(eleven) other functions and powers stipulated in the articles of association.
Where the shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document.
References:
Legal Education Network-Interpretation of People's Republic of China (PRC) Company Law: Article 37