As we all know, the highest authority of a company is the shareholders' meeting or the shareholders' meeting. However, except for major issues that are related to the company's life and death or endanger the interests of shareholders, shareholders' meetings and shareholders' meetings generally do not participate in major issues such as the company's management policies, plans, institutional setup, personnel management, etc., but are decided by the board of directors. Then, what are the provisions of the relevant laws of the Company Law on the authority of the board of directors? According to the relevant provisions of the Company Law: Article 44 A limited liability company shall have a board of directors with three to thirteen members; However, unless otherwise provided for in Article 51 of this Law. The board of directors shall have a chairman and may have a vice-chairman. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association. Article 45 The term of office of directors shall be stipulated in the articles of association, but each term shall not exceed three years. Upon expiration of the term of office, directors may be re-elected. Where a director fails to be re-elected in time upon the expiration of his term of office, or a director resigns during his term of office, resulting in a quorum of board members, the original director shall still perform his duties as a director in accordance with laws, administrative regulations and the Articles of Association before the re-elected director takes office. Article 46 The board of directors shall be responsible to the shareholders' meeting and exercise the following powers: (1) Convene the shareholders' meeting and report its work to the shareholders' meeting; (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 and final accounts; (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; (X) To formulate the basic management system of the company; (eleven) other functions and powers stipulated in the articles of association. Article 47 The meeting of the board of directors shall be convened and presided over by the chairman; If the chairman is unable to perform his duties or fails to perform his duties, it shall be convened and presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, it shall be convened and presided over by more than half of the directors. Article 48 Unless otherwise provided by this Law, the methods of discussion and voting procedures of the board of directors shall be stipulated in the company's articles of association. The board of directors shall make minutes of the decisions on the matters discussed, and the directors present at the meeting shall sign the minutes. The board of directors decided to implement the one-person-one-vote system. To sum up, the functions and powers of the board of directors in the relevant laws of the company law mainly include: being responsible for convening and reporting the shareholders' meeting, implementing the important resolutions of the shareholders' meeting, deciding on business and investment, formulating various plans, schemes and basic management systems and methods, and deciding on institutional setup, appointment and remuneration of senior managers; At the same time, it is stipulated that the number of directors shall be determined between three and thirteen, and the term of office shall not exceed three years.
Legal objectivity:
Article 42 of the Company Law The shareholders shall exercise their voting rights at the shareholders' meeting in proportion to their capital contribution; However, unless otherwise stipulated in the articles of association. Article 43 stipulates that the methods of discussion and voting procedures of the shareholders' general meeting shall be stipulated in the company's articles of association unless otherwise stipulated in this 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. Article 103 Shareholders attending the shareholders' meeting shall have one vote for each share they hold. However, the company holds its own shares and has no voting rights. The resolution of the shareholders' meeting must be passed by more than half of the voting rights held by the shareholders present at the meeting. However, the resolutions of the shareholders' meeting to amend the Articles of Association, increase or decrease the registered capital, and the resolutions of the company's merger, division, dissolution or change of corporate form must be adopted by more than two thirds of the voting rights held by the shareholders present at the meeting.