Chapter 499 Independent Director System
The full trust in Gao Qun does not affect the management of the soon-to-be-established Hechuang Real Estate with the concept of modern enterprise system.
The core of the modern enterprise system is the configuration of the corporate governance structure of the company, the purpose of which is to realize the scientific and democratic decision-making of the company's business and ensure that the rights and interests of shareholders, employees and related parties are not damaged to the greatest extent.
The core of the configuration of the corporate governance structure is to strengthen supervision and restraint.
According to Chen Guan's vision, in the future, with the development of its operation, Hechuang Real Estate will further expand its shares, implement the separation of the three powers of the board of directors, the board of supervisors and the management team, make decisions by the board of directors, implement the management and supervise the board of supervisors.
However, the company is in its infancy, and many things cannot be discussed, so it must work the supervision and restraint of the board of directors and management.
The appointment of Wei Nan as the chief financial officer of Hechuang Real Estate is to increase the checks and balances at the level of operation and management, and the purpose is also to supervise and restrict.
In the top-level design of the company's decision-making body, Chen Guan introduced the independent director system in the modern corporate philosophy of Europe and the United States, which is also for supervision and restraint.
At this time, China did not have an independent director system, because when China's "Company Law" was created, it was mainly to imitate Japan's legislative system, and did not consider the independent director system, and there was no concept of independent directors in the management system of listed companies on the Shanghai Stock Exchange and Shenzhen Stock Exchange at this time, and it was not until five years later in August 2001 that the China Securities Regulatory Commission issued the "Guiding Opinions on the Establishment of an Independent Director System in Listed Companies", which mandated that all listed companies must follow the provisions of the "Opinions". Establish an independent director system.
Because of congenital deficiencies, the independent directors of China's listed companies in the coming decades will be virtually non-existent, and will become a comfortable haven for retired officials to receive high salaries. As a result, it has also caused congenital deficiencies in the management system of China's listed companies, and major shareholders, actual controllers, and insiders have wantonly infringed on the interests of small and medium-sized shareholders and paid a heavy price.
Chen Guan wants to introduce the independent director system in today's British and American companies in Hechuang Real Estate, where he is the actual controller, in the eyes of ordinary people, it is money and no place to spend, and it is 100% stupid to pay for others to restrict and supervise himself!
Chen Guan is indeed so stupid, he is willing to pay someone else to supervise and restrain his company.
Wei Nan and Gao Qun have never been abroad, and they have no understanding of the independent director system of British and American companies, and even if they have a little understanding, they know everything from the classroom and newspapers, and they don't know anything about it.
Chen Guan's understanding of the independent director system also comes from book knowledge, but when he was training at the training base of the Central Plains Corps of the Armed Police, he heard Wang Meng's introduction, and he knew much more than Gao Qun and Wei Nan.
Chen Guan said that the term independent director, which is an independent director in English, refers to a director who is independent of the company's shareholders and does not hold any internal position in the company, has no important business or professional ties with the company or the company's management and management, and makes independent judgments on the company's affairs.
Chen Guan introduced in detail what he knew about the independent director system of Anglo-American companies, especially emphasized the qualifications, powers and obligations of independent directors, and had an in-depth discussion with Gao Qun and Wei Nan.
On the afternoon of the fifth day of the first lunar month, Chen Guan and Gao Qun secretly signed an agreement to set up Hechuang Real Estate in the business suite of Suyu Hotel in Shuiquan City.
According to the agreement, the capital amount of Hechuang Real Estate is 1. 0.6 billion yuan. 10,000 yuan per share, equivalent to 10,600 shares.
Among them, Chen Guan contributed 100 million yuan, totaling 10,000 shares, in the name of his father Chen Xuezhi, mother Zheng Yulian and Jinyangshan Mining Co., Ltd., accounting for 94 of the total share capital. 34%。 Chen Xuezhi and Zheng Yulian each invested 30 million yuan in their names, and Jinyangshan Mining Co., Ltd. invested 40 million yuan in their names.
Gao Qun invested 6 million yuan in the net assets of Longteng Real Estate Company, totaling 600 shares, accounting for 5% of the total share capital. 66%, recorded in Gao Qun's name.
The board of directors of the company is composed of 11 people, including Chen Xuezhi, Zheng Yulian, Tangtai Mingyue, Gao Qun, Wei Nan, Xu Cunren, Jiao Tiande, Yuna, Cui Ying, Wang Meng, and Bai Aixiao. Gao Qun is the chairman of Hechuang Real Estate Co., Ltd.!
Among them, Yutai Mingyue is Chen Guan's fiancée, and Yuna is Gao Qun's wife and You Jia's sister. Xu Cunren and Jiao Tiande belong to the representatives of Jinyangshan Mining Co., Ltd. designated by Chen Guan.
Although Wei Nan does not have any shares in the company, according to the agreement between Chen Guan and Gao Qun, Wei Nan serves as the company's director and chief financial officer, and supervises and manages the company's capital operation on behalf of Chen Guan, the actual controller of the company.
Cui Ying, Wang Meng, and Bai Aixiao have no shares in the company and were designated by Chen Guan as independent directors of the company.
Chen Guan introduced to Gao Qun and Wei Nan that Cui Ying has rich work experience and the ability to make decisions independently; Wang Meng is proficient in modern financial knowledge, which is helpful for the company's future financial management. As for the relationship between Bai Aixiao and Chen Guan, and why they can serve as independent directors in Hechuang Real Estate, only God knows Chen Guanzhi. Anyway, Chen Guan didn't tell Gao Qun and Wei Nan, and the two of them didn't know Bai Aixiao for the time being.
Chen Guan still trusts Cui Ying, Bai Aixiao and Wang Meng!
Originally, Chen Guan didn't want to pull Cui Ying, Tangtai Mingyue, Wang Meng, and Bai Aixiao into the board of directors of Hechuang Real Estate, because they are all regular employees now, Cui Ying is still a leading cadre of party members, Tangtai Mingyue is a TV host with unlimited prospects, and Wang Meng is an active officer of the armed police. However, Chen Guan knows the level and ability of his parents, and it is better not to invest in such a large real estate company and rely on Chen Xuezhi and Zheng Yulian to participate in decision-making! There was no way, Chen Guan had to rely on Cui Ying's talent and Wang Meng's knowledge. As for Bai Aixiao, because he is young, as long as he is willing to learn, he will become an expert in finance and accounting sooner or later!
Chen Guan's intention is very clear, one day Wei Nan retires due to age, he will let Wang Meng, who taught him modern financial knowledge, or Bai Aixiao, who studies financial accounting, replace Wei Nan!
There is another reason, that is, Chen Guan wants to make the newly formed decision-making level of Hechuang Real Estate full of vitality and vitality. Tai Mingyue and Wang Meng are young people with high vision, especially Wang Meng, who has studied in the United States and is well-informed.
Chen Guan didn't want to think about it, Wang Meng was bent on marrying him, if he married Tangtai Mingyue, Wang Meng would instantly turn against him and become enemies, wouldn't he be asking for trouble by doing this?
Including Bai Aixiao, it's the same, so beautiful, and now she is a regular employee of Binhe Credit Union, there will definitely be suitors in the future, if Bai Aixiao gets married, can it still be reliable?
Especially if Tantai Mingyue knew about the love relationship between Chen Guan and Cui Ying, Bai Aixiao, and the entanglement with Wang Meng, with Tantai Mingyue's heart, where would they tolerate them staying on the board of directors of Hechuang Real Estate! At that time, not only will Chen Guan's arrangement fail, I'm afraid his life won't be able to happen!
Chen Guan is still young, and he is a little under-thinking!
In fact, this is not Chen Guan's lack of thought in doing things, but the shape of the shì. Chen Xuezhi and Zheng Yulian do not have the level of managing the company, and it is impossible for such a large investment to be handed over to outsiders, so who else can Chen Guan use without having to be with the people closest to him? Fortunately, none of the independent directors have shares, and their tenure is limited, which is not set in stone and can be adjusted in the future.
Poor Chen Xuezhi, Zheng Yulian, Tangtai Mingyue, Cui Ying, Wang Meng, Bai Aixiao, Xu Cunren, and Jiao Tiande didn't know anything, so they became directors of a real estate company with assets of more than 100 million! I don't know what they will think or say when they find out!
According to Chen Guan's suggestion, the company set up a board of supervisors, which was temporarily composed of seven people, including Taiyou, Shen Yu, Gao Wuxuan, Bai Aiyue, Cheng Zhang, Xue Ming, and Tian Jiawei, with Taiyou as the chairman of the board of supervisors and Gao Wuxuan as the deputy chairman of the board of supervisors.
The composition of this Supervisory Board is more complex!
Tan Tai You and Shen Yu are the parents of Tan Tai Mingyue and Chen Guan's future father-in-law and mother-in-law, who are about to retire from the military hospital and can settle down at the location of the company's headquarters and discuss supervisors; Gao Wuxuan is Gao Qun's father, deputy municipal leader, there is nothing to say about the ability level, and he is about to retire, so he can naturally settle down with the company's headquarters; Tian Jiawei is the deputy director of the second line of the Mingshui Public Security Bureau and Tian Xiu's father, Chen Guan really couldn't find a suitable person, so he took a fancy to Tian Jiawei's ability and wanted him to exert his residual heat, which does not involve Tian Xiu's factors; Cheng Zhang, an alumnus and senior brother whom Chen Guan met in Tonghua Town, who studied law, can check the company's operation from a legal point of view; Xue Ming is a friend of Gao Qun and a friend of Chen Guan, and letting him be a supervisor of the company is convenient for adding help to the company in terms of capital operation; As for Bai Aiyue, it was purely shoehorned in by Chen Guan.
Chen Guan made it clear to Gao Qun that after the company is on the right track in the future, the board of directors and the board of supervisors must implement the term of office system and be re-elected at the end of the term. The current list of the board of directors and the board of supervisors is only transitory!
The board of directors may be joined by new shareholders and 30% more employee-elected directors.
Not to mention the board of supervisors, when the company is on the right track, it is necessary to elect supervisors from among the management and employee representatives to enrich the board of supervisors.
There is no grand ceremony, there is no flickering magnesium light, the future assets are abundant, talented, and well-known real estate aircraft carrier "Hechuang Real Estate" was born!
After the agreement was signed, Chen Guan shook hands tightly with Gao Qun and Wei Nan.
Chen Guan said meaningfully to Gao Qun: "Brother Gao, brothers are of the same heart, and their benefits are golden!" From this moment on, even if Hechuang Real Estate is established, you, the chairman and general manager, will take office. I've got the funds ready for you, I've built the company structure for you, and the rest is yours! The old man said well, 10,000 years is too long, seize the day! As soon as you go to work tomorrow, you will apply for a company license, and the board of directors and board of supervisors of the company will be convened before the fifteenth day of the first month to implement the development strategy we have determined to enter the real estate in Beijing. After the fifteenth, you and Mr. Wei are going to Beijing, take the land first, and after taking the land, you will not panic, and you will have a project to do. The capital is full of talents, and there are many people who study architecture and engage in engineering, and there is no need to worry about the lack of specialized talents in business management and construction management! ”
Gao Qun already knew Chen Guan's spirit, and he also knew his courage to seize the day, so he agreed!