1. Who is the company executive?
As far as the company's senior management is concerned, the general senior management is:
1, general manager (or CEO), vice president;
2. Assistant to the general manager, principal responsible person of administration, operation, personnel, finance, marketing, sales, information, technology, quality, public relations and other departments.
Senior management personnel refer to those who hold important positions in the management of the company, are responsible for the company's operation and management, and master important information of the company, mainly including managers, deputy managers, financial officers, secretaries of the board of directors of listed companies and other personnel stipulated in the company's articles of association. The appointment or dismissal of the manager shall be decided by the board of directors and shall be responsible to the board of directors; The deputy manager shall be proposed by the manager to the board of directors for appointment or dismissal. The person in charge of finance here refers to the person in charge of finance who is invited by the manager to be appointed or dismissed by the board of directors.
2. What are the qualifications of company executives?
Under any of the following circumstances, he may not serve as a director, supervisor or senior manager of the company:
1, without or with limited capacity for civil conduct.
2, because of corruption, bribery, embezzlement of property, misappropriation of property or disrupt the order of the socialist market economy, was sentenced to punishment, the execution period is less than five years, or because of the crime was deprived of political rights, the execution period is less than five years.
3. If the directors, factory directors and managers of a company or enterprise that has been liquidated are personally responsible for the bankruptcy of the company or enterprise, it has not been more than three years since the date of completion of the bankruptcy liquidation of the company or enterprise.
4. Being the legal representative of a company or enterprise whose business license has been revoked due to violation of law and ordered to close down, and taking personal responsibility, it has not been more than three years since the business license of the company or enterprise was revoked.
5. A large amount of personal debt has not been paid off due.
If the company elects, appoints directors, supervisors or employs senior management personnel in violation of the provisions of the preceding paragraph, the election, appointment or appointment shall be invalid. The company shall remove the directors, supervisors and senior managers from their posts in case of any of the circumstances listed in the preceding paragraph during their tenure.
The Guidelines on the Basic Criteria for the Application of Listing Conditions (Trial) stipulates that the current directors, supervisors and senior managers of the company should have and abide by the qualifications and obligations stipulated in the Company Law, and there is no case of being punished by the China Securities Regulatory Commission or banned from the securities market in the last 24 months.
Third, what legal obligations do you have as a company executive?
The provisions of the new Company Law on the diligence obligations of directors, supervisors and senior managers are embodied in seven aspects:
Articles 1 and 42 stipulate that the shareholders' meeting shall be notified fifteen days in advance, and the shareholders' meeting shall make minutes of the decisions on the matters discussed, which shall be signed by the shareholders;
2. Article 46 stipulates that if a director fails to be re-elected in time at the expiration of his term of office, or the number of directors is less than a quorum due to his resignation during his term of office, he still needs to perform his duties according to law before the new director takes office;
3. Article 49 stipulates that the board of directors shall make minutes of the decisions on matters discussed, and the directors present at the meeting shall sign the minutes;
4. Article 56 stipulates that the board of supervisors shall make minutes of the decisions on the matters discussed, and the supervisors attending the meeting shall sign the minutes; 5. Article 1 13 stipulates that the board meeting shall be attended by the directors themselves. If he is unable to attend the meeting for some reason, he shall entrust other directors to attend the meeting on his behalf in writing, and the scope of authorization shall be specified in the power of attorney. 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.
6. Directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, regulations, articles of association or resolutions of the shareholders' meeting, causing serious losses to the company, the directors who participated in the resolution shall be liable for compensation to the company. However, if it is proved that the voting shows objections and is recorded in the minutes of the meeting, it will not be responsible.
7. The directors, supervisors and senior managers of a joint stock limited company shall report to the company the shares they hold and their changes, and the shares transferred each year during their term of office shall not exceed 25% of the total shares they hold; The shares held by the company shall not be transferred within one year from the date of listing and trading of the company's shares. Article 66 A wholly state-owned company does not have a shareholders' meeting, and the state-owned assets supervision and administration institution shall exercise its functions and powers. The state-owned assets supervision and administration institution may authorize the board of directors of the company to exercise part of the functions and powers of the shareholders' meeting and decide on major issues of the company, but the merger, division, dissolution, increase or decrease of registered capital and issuance of corporate bonds of the company must be decided by the state-owned assets supervision and administration institution; Among them, the application for merger, division, dissolution and bankruptcy of an important wholly state-owned company shall be examined by the state-owned assets supervision and administration institution and reported to the people's government at the same level for approval.
The important wholly state-owned companies mentioned in the preceding paragraph shall be determined in accordance with the provisions of the State Council.
Legal basis:
Article 67 of the Company Law of People's Republic of China (PRC) A wholly state-owned company shall have a board of directors, which shall exercise its functions and powers in accordance with the provisions of Articles 46 and 66 of this Law. The term of office of directors shall not exceed three years. Members of the board of directors shall include representatives of employees of the company.
Members of the board of directors are appointed by the state-owned assets supervision and administration institution; However, the employee representatives among the board members are elected by the company's employee congress.
The board of directors shall have a chairman and may have a vice-chairman. The chairman and vice chairman shall be appointed by the state-owned assets supervision and administration institution from among the board members.