Experience of studying company law (I) As a state-owned enterprise, xx Group must overcome the imbalance of corporate governance structure in the process of enterprise restructuring and establish a modern corporate governance structure with effective checks and balances. Use a variety of ways to achieve diversification of investment subjects; The board of directors and the board of supervisors should have representatives of stakeholders other than shareholders, and external directors and supervisors can be added to form a * * * governance mechanism; Solve various internal problems and improve the multi-level governance of group companies.
At the recent meeting of forest cadres, xxx proposed to implement the modern enterprise system and improve the corporate governance structure. The revised Company Law of People's Republic of China (PRC) fully standardizes the corporate governance structure of the company, which is also the essence of the new Company Law. As a legal lecturer in xxx Cadre School, in the process of studying the new Company Law, I seriously thought about how the corporate governance of xx Group, as a state-owned enterprise, should be standardized according to the Company Law, and what key issues should be solved to improve the corporate governance structure? To this end, I combine these problems with my study of the new "Company Law" to talk about my superficial understanding.
The standard corporate governance structure of a company is usually: the asset owner (that is, all shareholders) owns the ownership of the company, and the shareholders elect the board of directors through the shareholders' meeting, and the board of directors becomes the trustee of the company's property authorized by the shareholders' meeting, and has the power to make major decisions and the right to appoint and dismiss the managers headed by the general manager to determine their remuneration; The manager headed by the general manager is appointed by the board of directors as the agent of the board of directors, who is specifically responsible for the daily operation and management of the company; The Board of Supervisors supervises the company's finance, directors and managers and is responsible to the shareholders' meeting. The function of corporate governance structure is to rationally allocate power between owners and operators, fairly distribute benefits, and establish effective incentive, supervision and checks and balances mechanisms, so as to improve the efficiency of the company and achieve its business objectives.
As a state-owned enterprise, the corporate system reform of our xx Group in China is carried out on the basis of a highly centralized planned economic system. After the implementation of the company system, the state-owned shares still occupy an absolute holding or sole proprietorship position, and the largest and only shareholder of the enterprise is the state. According to the authorization, the State-owned Assets Supervision and Administration Commission (SASAC) supervises the assets of enterprises, but most of the members of the shareholders' meeting, board of directors and board of supervisors are appointed by superiors. They should represent and be responsible for the country, represent and be responsible for employees, and they are also members of the enterprise. Therefore, to a certain extent, there is a phenomenon of dislocation between operators and owners. Moreover, the party Committee, board of directors and management team of the enterprise are directly involved in the decision-making and operation of the enterprise. This kind of high overlapping of corporate powers not only violates the requirements of modern enterprise system, but also often leads to the failure to implement inner-party supervision in specific work and the difficulty in the operation of enterprise supervisory committees. There is also a lack of effective incentive and restraint mechanisms for business operators. This is mainly manifested in the lack of incentive mechanism for managers. Managers often work with a sense of responsibility and dedication, and their income is not linked to the risks they take, the labor they pay and the achievements they have made, and the value of human capital has not been really valued.
Therefore, to solve these problems fundamentally, we must overcome the imbalance of corporate governance structure in the process of enterprise restructuring and establish an effective and balanced modern corporate governance structure.
(1) Vigorously promote equity diversification. Practice has proved that the restructuring of state-owned enterprises into wholly state-owned companies is not conducive to improving the corporate governance structure. Perfecting the corporate governance structure of a company must be based on the diversification of investment subjects. For forestry enterprises such as xx Group, the main ways to realize investor diversification are: on the basis of hierarchical supervision and management of state-owned assets, attracting new state-owned shareholders, attracting strategic investors as shareholders, and forming diversified shareholders through debt-to-equity swap and loan-to-investment swap; In the process of enterprise merger and acquisition, technological transformation and relocation, the diversification of investment subjects is realized in various ways; Combined with the establishment of incentive and restraint mechanism for senior managers of enterprises, the implementation of senior managers' shareholding; Through Sino-foreign joint ventures or mutual shareholding of legal persons, the diversification of investment entities will be realized.
(2) Actively introduce * * * governance mechanism. The goal of an enterprise is not only to maximize the interests of shareholders, but also to serve stakeholders. When designing the corporate governance structure, the board of directors and the board of supervisors should have representatives of stakeholders other than shareholders, such as workers' representatives, which is conducive to giving full play to the role of trade unions and workers' congresses and overcoming the problem of poor supervision of enterprises; When designing the composition of the board of directors and the board of supervisors, external directors and supervisors can be added to make up for the lack of professional knowledge of other directors and supervisors, which is conducive to improving the management level of the board of directors and the board of supervisors and overcoming the defects limited to local interests and short-term interests.
(3) Improve the multi-level governance of group companies. In order to improve the multi-level governance of group companies, I think it is necessary to clarify several problems that need to be solved urgently in practice: first, clarify the legal equal subject status of group companies and subsidiaries, and correctly divide the management boundary between group companies and affiliated companies; Second, according to the principle of "two-way access", the party committee, board of directors and board of supervisors of wholly-owned subsidiaries and holding subsidiaries of group companies should be established to properly solve the relationship between the party committee and corporate governance structure, and the chairman and general manager of subsidiaries should also be separated in principle; The third is to clarify the responsibilities of the shareholders' meeting, the board of directors, the board of supervisors and the management, and establish a mechanism that performs its duties, operates in coordination and checks and balances effectively; Fourth, it is clear that enterprise party organizations should play a political core role, adapt to the requirements of corporate governance structure, improve the way of playing their roles, support shareholders' meetings, boards of directors, supervisors and managers to exercise their functions and powers according to law, and participate in the decision-making on major issues of enterprises; Fifth, it is clear that the group company performs the duties of the parent company and sends directors and supervisors to the subsidiaries. The property rights representative of a group company shall exercise his functions and powers according to law and regulate the management of subsidiaries in accordance with the Company Law. Sixth, clearly adhere to the principle of party management of cadres, and combine it with market-oriented selection of enterprise managers to strengthen and improve the management of enterprise leadership; Seventh, the training, management and assessment of dispatched directors, supervisors and chief financial officers should be clearly strengthened, and the system of business performance assessment and decision-making mistakes should be established. If conditions permit, a salary system combining basic salary, annual bonus and long-term incentive can be tried out.
Perfecting the corporate governance structure is a long-term and arduous task for state-owned enterprises. With the continuous maturity of the market economy system, the reform of xx Group will continue to deepen and there will be more innovations in the reform. Under the guidance of the new company law, the institutional innovation of state-owned enterprises will certainly have greater development.
Learning experience of company law (2) After a week of intense and orderly study, after listening to the teacher's simple lecture, my thoughts suddenly became clear and I benefited a lot. Combined with the actual development of the company, talk about my experience in Modern Enterprise System and Corporate Governance.
First of all, corporate governance structure is the core of modern enterprise system.
By conscientiously fulfilling the rights and responsibilities of the shareholders' meeting, the board of directors, the board of supervisors and the management, the company has formed a corporate governance structure with its own functions, coordinated operation and effective checks and balances; By establishing and perfecting the company system, the behavior of employees is restrained and standardized.
1. With the shareholders' meeting, the board of directors, the board of supervisors and the executive body (manager level) as the corporate governance structure, the rights, responsibilities and interests of owners, legal persons and operators have been established, and more than 300 management systems have been established and improved in the continuous development, so that employees' behaviors in every business activity and every work link have rules to follow, and the responsibilities, obligations, rewards and punishments of each post are clearly defined.
2. Major issues in operation should be fully discussed by the board of directors and made democratic decisions; The management is composed of shareholders, which ensures the interests of investors; The board of supervisors attended the board of directors as nonvoting delegates, inspected and supervised the decision-making activities of the board of directors and the management activities of managers from different angles, and formed a corporate governance structure with consistent powers and responsibilities, coordinated operation and effective checks and balances. And through management innovation, constantly improve and improve the system.
3. By ensuring the return on investment of investors (shareholders), we should pay attention to the coordination of various interest groups within the enterprise, including encouraging managers and employees and restraining top managers, so as to avoid the adverse impact of top managers' decision-making mistakes on the enterprise.
Second, management innovation and incentive function are the magic weapons for enterprises to last forever.
In modern competition, resources are not an advantage, and neither is money. The core competitiveness of an enterprise is the organizational structure, corporate culture and values, and the company must play the role of motivating and winning.
1. Work without innovation is invalid, and cadres without innovative spirit are not excellent cadres. Based on the actual situation, the company has formulated the implementation method of management innovation reward, and determined "surpassing oneself and innovating Excellence" as the company's core values.
2. Focusing on improving economic efficiency and work efficiency, organizational reform and personnel streamlining were carried out around the reconstruction of major value chains. Take "becoming stronger and bigger and building a first-class enterprise" as the company's vision.
3. Take "be strict with yourself, set an example, care and love, combine strictness with warmth, and all employees work together to achieve good results" as the code of conduct for leading cadres, and take "designers, servants and coaches" as the role of leaders. Business leaders become representatives of corporate culture.
4. Performance appraisal takes salary, target, training, job design, career and employee participation as important incentive factors, which promotes the improvement of work quality.
In short, as practitioners of enterprise management, we must observe the pulse of enterprise reform and management innovation in the process of economic system transition and world economic integration, understand the development trend of international management, find the "interface" between the reality gap and contemporary management, grasp the feasible and moderate management innovation process, and strive to create the necessary conditions to promote management innovation, so that enterprise management can "go up a storey still higher".
Experience of studying the Company Law (III) The Company Law is the basis and guarantee for a company to improve its corporate governance structure and the basis for formulating its articles of association. After studying the company law systematically, I put forward the following simple experiences on its contents (the company in this article is a limited liability company):
1. The articles of association may be arbitrary.
The Company Law stipulates that the articles of association can be arbitrary as far as the company establishment system is concerned. For example, the legal representative of the company, the scope of authority of the legal representative, the scope of authority of the manager and the scope of authority of the shareholders' meeting are all allowed to be stipulated in the articles of association. It is clear that there can only be one chairman and legal representative, but who is the legal representative is not necessarily the chairman, and it can be stipulated by the articles of association. Regarding the authority of the chairman, the provisions of the company law are arbitrary and are stipulated in the company's articles of association. Similarly, in addition to the provisions of the Company Law, "the articles of association have other provisions on the functions and powers of the manager." The articles of association may limit or expand the authority of the manager. The same is true of the authority of the shareholders' meeting. The articles of association can stipulate what matters can be decided by the shareholders' meeting, such as external guarantee.
2. The composition of the board of supervisors better reflects the rights and interests of employees.
Article 52 of the Company Law stipulates that the board of supervisors shall include an appropriate proportion of shareholders' representatives and employees' representatives, of which the proportion of employees' representatives shall not be less than one-third, as specified in the company's articles of association. The staff and workers' representatives in the board of supervisors are democratically elected by the company's staff and workers' congress, the staff and workers' congress or other forms. In addition, it is stipulated that directors and senior management personnel shall not concurrently serve as supervisors. The board of supervisors and supervisors have the right to supervise, inspect and make suggestions on the activities of the board of directors and the management of the company. The increase of employee representatives will give greater support to the voice of employees. Moreover, the specific proportion is stipulated in the company's articles of association. The company can increase the proportion of employee representatives according to its own situation, which will better protect the rights and interests of employees. Directors and senior managers are the decision makers of the company. If you can concurrently serve as a supervisor, you will become the founder and supervisor of policies and systems, which is not conducive to safeguarding the rights and interests of employees and the development of the company. The provision that directors and senior managers are not allowed to concurrently serve as supervisors has better safeguarded the rights and interests of employees.