In terms of organizational form, both Huawei Holdings and Huawei are limited liability companies. As the sole shareholder of Huawei, Huawei Holdings is absolutely holding. So the key question is who has the control of Huawei Holdings?
0 1 the public information of Huawei's controlling shareholders' meeting shows that the shareholding structure of Huawei is very clear. The Trade Union Committee of Huawei Investment Holding Co., Ltd. (hereinafter referred to as "Huawei Trade Union") directly holds 98.99% of the shares of Huawei Holdings, and Ren directly holds the shares of 1.0 1%.
In addition, according to the disclosed Huawei 20 18 financial report, including Ren himself, there are 96,768 employees in Huawei's trade unions. Huawei's trade union has a representative meeting of employees holding shares, which is composed of 1 15 employees holding shares and 18 alternate employees holding shares to exercise Huawei's trade union rights.
In 20 18, the employee representatives' congress held only two meetings, and only considered the profit distribution plan, capital increase plan and relevant corporate governance systems. According to Article 43 of the Company Law (revised 20 18), the discussion methods and voting procedures of the shareholders' meeting of a limited liability company are stipulated in the company's articles of association, unless otherwise stipulated in the Company Law. The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights. So who can control Huawei depends on how the articles of association of Huawei Holdings are stipulated.
2065438+On April 25th, 2009, Jiangxi Sheng, the chief secretary of Huawei's board of directors, was interviewed by international media, and mentioned that Ren had one-vote veto power over major issues such as the company's capital increase, capital structure adjustment, modification of governance articles, and major governance documents including the nomination of candidates for directors and supervisors. For Huawei, an enterprise with highly unified management ideas, almost all matters are agreed before voting, so there is no need to use one-vote veto.
The members of the board of directors of Huawei Holdings are elected by the workers' congress and passed by the shareholders' meeting. At present, the board of directors is composed of Huawei 17 employees. On March 20 18, the shareholders' meeting voted to adopt new board members and alternate board members.
In 20 18, the board of directors of Huawei Holdings * * * held 10 on-site meetings, and deliberated and made decisions on long-term development planning, annual budget, annual audit report, corporate governance system construction, annual profit distribution, capital increase, compliance supervision system construction, network security and other matters, which belong to the general rights granted by the company law to the board of directors and do not constitute the basis for judging the controlling interest.
In my opinion, the Standing Committee under Huawei's board of directors is the most important decision-making body of Huawei Holdings. 20 18 years, held 12 meetings, more than the board of directors. Due to the importance of the Standing Committee, the financial report of 20 18 did not disclose the decision-making scope of the Standing Committee in detail, but only mentioned that it was entrusted by the board of directors to study and brew major issues, make decisions on matters authorized by the board of directors and supervise the implementation. At present, the Standing Committee is composed of seven vice chairmen, namely,, Hu, (Ren's daughter) and managing directors Ding Yun, Yu Chengdong and Wang Tao. The voice of the chairman of Huawei Holdings is not high, and the shareholders' meeting held in March 2065438+2008 has been voted through. By the end of March 2023,, and Hu will rotate regularly for six months.
To sum up, Ren has a veto on major issues. In the actual decision-making process, all major decisions can be passed by unanimous vote, and there is no need to use one-vote veto at all. The Standing Committee under the Board of Directors shall make decisions on major unconventional matters that occur on a daily basis without direct participation.