1. Little knowledge about the company’s shareholders’ meeting and the board of directors. Little knowledge about the company’s shareholders’ meeting and the board of directors. 1. What is the difference between the shareholders’ meeting and the board of directors in the company law? A company is the product of capitalist production relations. The traditional company theory defines a company as a company composed of material capitalists.
conglomerates and their money-making “tools”.
A company is a for-profit social legal person, and the basis of its rights is the capital contribution of its material owners, that is, shareholders.
In the process of operation, the company must first ensure the interests of shareholders, that is, through what mechanism shareholders force operators to return part of the company's profits to themselves as returns, and how to constrain operators' behavior and enable them to engage in business activities within the interests of shareholders.
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This is what the traditional corporate governance structure has to deal with.
Since shareholders jointly contribute capital to build the company's capital base, the joint interests of investors, that is, shareholders, become the source of legislation for the shareholders' meeting as the company's power authority.
But it is unrealistic for shareholders to directly own and control the company.
The early investor-operator approach could not meet the company's own survival and development needs. The main feature of modern companies is the separation of ownership and management rights. Therefore, the shareholders' meeting elects a board of directors, and the board of directors exercises the company's rights on behalf of the shareholders.
These include selecting capable top managers for the company and supervising the managers' behavior.
In this way, two relationships are formed. On the one hand, the company entrusts the directors to manage and operate the company's property, and the directors thereby obtain the power to make business decisions and execute business on the company's affairs.
As trustees, directors have duties of loyalty and good stewardship.
On the other hand, the relationship between the board of directors and senior managers is considered to be a principal-agent relationship, that is, the board of directors selects and appoints based on business management knowledge, experience and creativity?
It can be seen that the traditional corporate corporate governance structure built on the pillars of shareholder-centered theory attempts to achieve the ultimate control of the company by shareholders through the distribution of rights and checks and balances among the shareholders' meeting, the board of directors, and managers.
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2. What does the company's board of directors do? The board of directors is the business executive organ of the power authority of the shareholders' meeting or the company's employee shareholders' meeting. It is responsible for the command and management of the company or enterprise and business operations, and is responsible to the company's shareholders' meeting or the company's shareholders' meeting.
and report on the work.
The board of directors must implement the decisions made by the shareholders' meeting or the employee shareholders' meeting to decide on major matters of the company or enterprise.
The board of directors is the business decision-making body composed of directors, which is in charge of the company's affairs internally and represents the company externally. Directors are the managers in the company who are responsible for guiding and managing the company's affairs.
A number of directors make up the board of directors (board of directors).
Many times, the board of directors chooses one of them to be the chairman (chairman of the board of directors).
In theory, there are two entities that control a company: the board of directors and the general meeting of shareholders.
In fact, the power of boards of directors varies widely from company to company.
In small private companies, directors and shareholders are usually the same person, so there is no real division of power.
For large listed companies, the board of directors generally has great power, and the responsibilities and management authority of each director are generally assigned to individual professional executive directors (managing directors) who are responsible for matters in those professional fields (such as financial directors and marketing directors).
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Another characteristic of the boards of directors of large public companies is that they usually have actual power.
Institutional shareholders (such as pension funds or banks) usually have their own proxies on the board of directors, so that at shareholder meetings, the board of directors can control the voting results relative to small shareholders.
However, there have also been recent movements to promote and elevate the voice of institutional investors and small shareholders.
The general meeting of shareholders is the company's highest authority. It is composed of all shareholders. It makes decisions on major matters of the company, has the power to elect and remove directors, and has extensive decision-making power over the company's operation and management.
The general meeting of shareholders is not only a regular or temporary meeting attended by all shareholders, but also a non-permanent highest authority organ of a corporate enterprise composed of all shareholders.
It is an organization where shareholders, as owners of corporate property, exercise property management rights over the company.
All major personnel appointments and removals and major business decisions of an enterprise must generally be recognized and approved by the shareholders' meeting before they are effective.
The shareholders' meeting is composed of all shareholders and is the company's highest authority.
Divided into annual shareholders' meeting and extraordinary shareholders' meeting.
The annual general meeting of shareholders is held once a year and should be held within 6 months after the end of the previous fiscal year.
Extraordinary general meetings of shareholders will be convened within the time limit specified by law in special circumstances.
3. How to distribute the power between the shareholders' meeting and the board of directors Distribution of powers between the shareholders' meeting and the board of directors 1. Introduction The shareholders' meeting and the board of directors are two important institutions in a joint stock company. The distribution of power between them has become a very thorny issue for joint stock companies.
In fact, for a long time, people have not allocated the power between them reasonably and scientifically, resulting in the shareholder meeting having too much power and the board of directors having less power.
This power structure hinders the development of corporations.
Therefore, the reasonable and scientific allocation of the powers of the shareholders' meeting and the board of directors is a necessity for the development of today's market economy. It has attracted the attention of various countries and has become a legislative requirement in many countries.
2. The powers and characteristics of shareholders’ meetings in my country’s joint stock companies 1.
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