After a short period of longing for her family, Xuezi was a career-oriented woman after all, took a sip of red wine, and was obviously angry that Liu Chen didn't fully confess to her in advance, and said, "The reason why you want Apple stock is because you want to enter the board of directors of Apple, right?"

"It's impossible for Jobs to let me enter the board of directors", Liu Chen said helplessly, he just knew that Apple's stock would rise in the future, for investment purposes, and such a large amount of money could not be taken away, this was the best choice. Pen | fun | pavilion www. ｂｉｑｕｇｅ。 ｉｎｆｏ

The two completely collapsed, with the pride of Jobs, they have never reconciled with the enemy, except for when Apple was forced to the end of the mountain, and reconciled with Microsoft Gates once, and it collapsed immediately.

"No matter how tough and capable Steve Jobs is, he can't decide who gets on the board, but nominating-mittee to choose. ”

"What is this?" Liu Chen was puzzled by the composition of the board of directors of the American company, and did not know about it.

Yukiko smiled playfully: "The company's major shareholders and board members are two different concepts, you don't even know this, right? God, how did you succeed in starting a business?"

Liu Chen shrugged his shoulders and said, "How to succeed, you don't know yet, naturally it is just to defeat Sooni." ”

Yukiko gave a white look.

When she thought about it, Liu Chen was only a freshman after all, and he was an engineering major, so as a big boss, he could know how to make good use of people, and he really didn't need to know so much.

"Why don't Yukiko teach me a lesson. Liu Chen humbly asked for advice, and Xuezi regained his face and was greatly used.

"The son is quite teachable, so let me tell you about it, the board of directors are elected by the shareholders, but the board members do not necessarily hold the company's shares. The board of directors of listed companies can be divided into non-independent directors and independent directors, not to mention non-independent directors, you can easily understand, let's talk about the selection criteria of independent directors. ”

Xuezi is a very good teacher, Liu Chen thought to himself, if she really stood on the three-foot podium, wore an officelagy, and had a black silk, I am afraid that there would be no students absent from every class.

"So who decides the board members?"

Obviously, she was very happy to be able to kill Liu Chen in some aspect.

"There are generally three types of committees on the board of directors of a listed company, and the members of the board of directors belong to different committees. The first is audit-mittee, which is primarily responsible for assisting the board in reviewing matters related to the financial statements. NASDAQ and NYSE require the committee to be composed of three members and must meet the requirements for independence. ”

Liu Chen nodded and said: "This is very easy to understand, the main thing is to audit, to avoid the hired managers from cheating and shorting to damage the interests of shareholders, what about the second committee?"

"Pensation-Mittee, which is mainly responsible for evaluating the performance of the operational team and determining the salary level of the CEO and other executives, must also be composed of independent directors and must not be less than three directors. ”

"Isn't that the right to evaluate the management team, which is equivalent to the role of the personnel and organization department, is too great? ”

In fact, the structure of modern listed companies is like the separation of powers in the United States, checks and balances each other, to prevent a monopoly, but there are always exceptions to everything, the regulations are dead, people are alive, and according to the actual situation, there have indeed been cases where CEOs are constrained everywhere, and there are powerful CEOs who simply ignore the committee, just like Jobs. ”

"Okay, okay, don't interrupt you, go on. ”

"The third committee is the nominating-mittee, which is mainly responsible for the selection of candidates for the board. ”

"Many U.S. public companies are not chaired by CEOs, such as Apple, in order to avoid a situation where the board of directors of a company in the United States is not chaired. And in order to be productive, the board of directors generally does not exceed nine people. ”

"Generally speaking, listed companies will select candidates for board of directors according to three criteria, the first of which is to maintain independence. This standard is the most important, and the SEC, NYSE, and NASDAQ all stipulate that there shall not be any material interest in the company. Executives or board members of other companies may be selected, as long as they are different in different industries or in different product lines. ”

"I don't meet this one. ”

"The United States is a country with a popular lobbying system, even the Oscars allow lobbying, and there is a special lobbying law, this article is useless, of course, it still depends on the specific situation, if the CEO is too authoritarian, this will indeed become an obstacle, as long as you don't go around telling people that you are the behind-the-scenes boss of the sound master company, who knows?"

Liu Chen nodded, no matter where he is, there are strongmen who can flout the rules, but the rules are rules after all, unless the difference in strength is too big to kill in seconds, otherwise it will have a big effect.

is as strong as the **** emperor, and he does not dare to openly violate the constitution, he has been president for two terms, and he has made a detour of the prime minister and openly flouted the regulations, which is to risk the disapproval of the world.

"Second, have certain qualifications and skills, such as corporate finance, operations. For example, Ronald-Sugar, who used to be the CFO of TRW, has a high financial level. Thirdly, there is a high standard of prestige and morality. For example, Robert-Iger, who served in the export committee for a long time. ”

It is equivalent to having a background as a senior government official.

"It would be too general to have a lot of experience to make judgments and inquiries. After the nominating-mittee has selected the candidates, a list is drawn up and a proposal is submitted to the annual board meeting for shareholders to vote on. ”

Liu Chen pondered, thinking, Xuezi was very well-behaved and did not disturb him.

"The board of directors represents the interests of shareholders and supervises the company's business activities. The board of directors has the real power to appoint and dismiss the company's senior executives and decide on major matters of the company. Boards of directors are very important and should be loyal to shareholders. Liu Chen muttered to himself.

"There are generally two situations in the shareholding structure of listed companies: one is that there are major shareholders with controlling power, and the other is that there are no controlling shareholders and the shareholding structure is dispersed. Wait, there should be a problem with both modes. ”

Liu Chen unconsciously substituted into the analysis, which is his way of learning knowledge, reasoning with his own logic, and then revising it according to reality.

After a few minutes, Yukiko, who had just found a sense of superiority, was frightened, and finally saw the comprehension ability of Huaxia Zhenxueba, and had to be admired. (To be continued.) )