The shareholders' meeting is the authority of a limited liability company and consists of all shareholders. Decide on the company's business policy and investment plan. The board of directors is elected by the shareholders' meeting and is responsible to the shareholders. Decide on the company's business plan and investment plan.
Specifically,
The functions and powers of the shareholders' meeting are:
(1) Decide on the company's business policy and investment plan.
(2) Elect and replace directors and supervisors who are "non-employee representatives" and decide on their remuneration.
(3) Deliberating and approving the report of the board of directors.
(4) Review and approve the report of the board of supervisors or supervisors.
(5) To examine and approve the annual financial budget and final accounts of the Company.
(VI) To examine and approve the profit distribution plan and loss recovery plan of the company.
(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, change of corporate form, dissolution and liquidation of the company.
(10) Amend the Articles of Association.
The functions and powers of the board of directors are:
(1) Convene a general meeting of shareholders and report the work to the general meeting of shareholders;
(2) Implementing the resolutions of the shareholders' meeting.
(3) To decide on the company's business plan and investment plan.
(4) To formulate the company's annual financial budget plan and final accounts plan;
(five) to formulate the company's profit distribution plan and loss compensation plan;
(6) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;
(seven) to formulate plans for the merger, division, dissolution or change of corporate form of the company;
(VIII) Deciding on the establishment of the company's internal management organization;
(9) To decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager;
(10) Formulate the basic management system of the company.
From this comparison, from the legal point of view, the shareholders' meeting formulates policies, and the board of directors formulates plans and approves them to the shareholders' meeting. Simply put, the resolution of the shareholders' meeting is higher than the resolution of the board of directors.
From a practical point of view, the largest shareholder, chairman and general manager (CEO) of many domestic limited liability companies or joint stock limited companies are all the same person (including the case that the chairman and major shareholder are Laozi and the general manager is his son). Because the board of directors is elected by the shareholders' meeting, all the members of the board of directors are large and medium-sized shareholders, while the minority shareholders holding small shares have no decision-making power or right to speak. This confuses the resolutions of the board of directors and the shareholders' meeting (after all, those people have the final say). For example, if a meeting resolution is made after the board meeting, it will not be reported to the shareholders' meeting for approval. However, a standardized company and a company with a correct management system should operate and manage according to laws and regulations.
I'm not an authoritative expert either, but I just express my personal views based on my own life and theoretical knowledge. If you have different opinions, please advise.