Chapter 201 Board of Directors
According to the introduced Western corporate structure, the chief of the board of directors has the power to convene a board of directors and can remove anyone within the company from office, except for directors and auditors, who are not employees of the company, but owners and arbitrators of the company.
Majority shareholders may convene a general meeting of shareholders to elect members of the board of directors.
The Chief of the Board of Directors is elected by the Board of Directors and must be approved by a majority of the Directors.
In general, the general meeting of shareholders determines the board of directors, the board of directors holds the decision-making power of the company, and the number of shares determines the right to speak in the general meeting of shareholders.
In some cases, the majority shareholder will personally serve as the head of the board of directors, so that the shareholders' meeting and the board of directors are in control, so it gives the illusion that the chief of the board is the largest.
To use an inappropriate analogy, this situation is as if the Great Palm Sect has mastered the Golden Gate, such as the Five Generations Great Palm Sect, and no one dares to disobey half a point. If the Great Palm Sect does not master the Golden Que, such as the Sixth Generation Great Palm Sect, it will be more uncomfortable.
In fact, if the chief of the board is not a major shareholder, then it is far from enough.
The major shareholder of Nanyang United Trading Company is the Borneo Provincial Government, which, according to Zhang Yuelu's meaning, is that the Provincial Government has sent a Taoist priest to serve as the chief of the board of directors and directly participate in the decision-making and management of the company. This is the majority shareholder as the chief of the board of directors, and he is a man of his word.
However, Qi Xuansu disagreed, and finally the two reached a compromise, the major shareholder of the provincial government did not personally participate in the management, but exercised the right of supervision, mainly sent people to form a board of supervisors to restrain the board of directors. In accordance with the procedure, the Supervisory Board is also elected by the General Meeting of Shareholders.
But Qi Xuansu
He also partially agreed with Zhang Yuelu's idea that the board of directors must be under the control of the provincial government, and the appointment of board members must be carefully considered.
In the foreshadowing laid by Qi Xuansu, Borneo Daofu has 30% of the equity, Fenglin Company has 20% of the equity, Du Yuwen has 1% of the equity, and 50% of the shares have already mastered absolute control. And Qi Duyu, Ziweitang and others will not openly contradict Qi Xuansu, plus Yicheng shares, then Qi Xuansu has an absolute advantage.
This is also the key to Qi Niang's shareholding in the company, Pei Xiaoyun and Phantom Ji only hold shares of Fenglin Company, not directly hold shares of Nanyang United Trading Company. Strictly speaking, they are not shareholders of Nanyang United Trading Company and have no right to speak. In Fenglin Company, they are only minority shareholders, and Qi Niang is the majority shareholder of Fenglin Company and has control over Fenglin Company. Only Qi Niang can exercise the right to speak as the second largest shareholder on behalf of Fenglin Company in the shareholders' meeting of Nanyang United Trading Company.
In other words, although Qi Xuansu does not have shares, he represents the Borneo Provincial Government, and with the support of Qi Niang, he has already mastered the shareholders' meeting and has absolute control of the Nanyang United Trading Company.
If you say you can do it, you can do it, and if you don't do it, you can do it. If you say you can't do it, you can't do it, and you can't do it. If you don't accept it, you can't.
It sounds absurd that a person who does not have half a stake in the company holds the highest power in the company, but it is true.
Everyone criticizes Yiyantang, but when they are the masters of their own affairs, they all like Yiyantang.
even
Xuansu is not a person who has no desires and no desires, and now Qi Xuansu is not interested in money, nor in women, nor in men, so what is he interested in?
Now that the shareholders' meeting has been reorganized, the next step is to re-elect the board of directors. Its membership is tentatively set at thirteen.
It is worth mentioning that the supervisors of the board of supervisors are not members of the board of directors, and this Qi Xuansu has arranged separately and will not discuss it for the time being.
In addition to one chief officer, the board of directors is divided into independent directors and executive directors.
It is relative that executive directors are non-executive directors.
The so-called executive director participates in the management of the company as a director.
Independent directors have no relationship with the company, can independently express their own views, and independently express their opinions on the company's board of directors' decisions, including some major issues. Its status is relatively detached, and it will not be too involved in the interests of internal factions.
In general, the number of independent directors cannot be less than one-third of the total number of members of the board of directors.
That is, five independent directors are required.
The five independent directors are not involved in the management and operation of Nanyang United Trading Company.
Qi Xuansu already has three candidates, namely Qi Niang, Qi Duyu, and Du Yuwen, but Qi Niang is too busy and wears many hats, so it is difficult for her to come forward in person, so Pei Xiaoyun and Phantom Ji serve as independent directors as representatives of Fenglin Company, these are four places, and there is one place left, Qi Xuansu decided to be the president of the Lion City Chamber of Commerce. This person's business is not the largest in the Lion City, but he is the most respected, and often acts as a mediator and middleman, and his words are more effective.
These are the minutiae, this
These independent directors are primarily responsible for major decision-making. The key is who is the chief of the board, and that's what matters most.
If the Nanyang United Trading Company is regarded as a big ship, then the chief of the board of directors is the person at the helm of the ship. A good helmsman can avoid reefs and survive rough seas. Otherwise, it is easy to capsize the big ship and cause immeasurable losses.
In the past, Sun Jiaofeng was the chief of the board of directors and knew the most secrets, which is why he burned himself to death in a fire.
Who will replace Sun Jiaofeng now? Be both competent and reliable.
There are many capable people, and there are many reliable people, and there are not many people who meet these two conditions at the same time. According to the rules of the Daomen, you Fang Taoist priests don't care, but Taoist priests with official positions are not good at holding two positions, which excludes many candidates.
Qi Xuansu had a few deep talks with Xu Jiaorong, Xie Jiaofeng, Hu Fuli of Taiping Qianzhuang and others for this reason, and finally Hu Fuli recommended someone to Qi Xuansu.
This person's name is Chen Shuwen. Just look at the name, you can know that he is the same generation as Chen Shuhua, Chen Shuzhen and others, but the Chen family has taken root in Borneo for many years and has spread its branches, just like the Lin family in Lingnan, not to mention five suits, ten suits. So Chen Shuwen has nothing to do with Chen Shuhua and others, and he doesn't interact with each other on weekdays. Even Chen Shuwen can't be regarded as a clan, and he has long been no different from ordinary people.
However, Chen Shuwen cannot be regarded as an ordinary person, because this person is very capable and talented, and in his early years, he traveled to Western countries under the sponsorship of a Chen family elder and was very familiar with various Western systems. Later, the Western company system was introduced
In the East, the Sun family and the Wang family established the Nanyang United Trading Company, and also hired Chen Shuwen as the chief treasurer, which Westerners called the chief manager, and later resigned and left because of the disagreement with the concept.
This person is capable and familiar with Nanyang United Trading Company, and it is more appropriate for him to be the chief of the board of directors.
Qi Xuansu didn't know how to operate, and preferred to let professional people take charge of professional things, so he vetoed the proposal of the provincial government to take over the Nanyang United Trading Company, but he also agreed to put the Nanyang United Trading Company in the hands of the provincial government. From this point of view, Chen Shuwen is not a shareholder, but he can serve as the head of the board of directors as the representative of the Borneo Provincial Government, the major shareholder.
If Chen Shuwen is capable enough, then Qi Xuansu doesn't mind letting the chief and chief manager of his board of directors shoulder to shoulder.
Regarding whether Chen Shuwen is reliable, but Qi Xuansu thought about it, what is the purpose of setting up a board of supervisors, as long as the board of supervisors is grasped well and it is not allowed to be in the same stream as the board of directors, then whether it is reliable or not can also be guaranteed through external forces.
Before the final decision, Qi Xuansu of course wanted to meet Chen Shuwen, so he asked Chen Jianqiu to arrange this matter.
The result was somewhat unexpected by Qi Xuansu, Chen Shuwen refused to meet, claiming that he was used to idle clouds and wild cranes and didn't want to work hard anymore.
Qi Xuansu still doesn't understand, there are just two possibilities, one is that Chen Shuwen really doesn't want to go out of the mountain, and the second is that Chen Shuwen put on a high posture and let Qi Xuansu take the initiative to come to the door to beg him.
A capable person has a big temper, which is nothing.
Qi Xuansu doesn't mind lowering his posture, Corporal Lixian, and even looking at the thatched house three times is not impossible, the key is whether it is worth it or not
。
If Chen Shuwen can support Nanyang United Trading Company, it will naturally be hello, hello, hello, everyone, but if you put on a high posture and smash it again, then it is not so easy to speak.
In the end, Qi Xuansu still decided to visit in person, without much battle, just brought Xiao Yin and Chen Jianqiu.
Chen Shuwen lives in the Lion City, and people with great skills are generally not short of money, so Chen Shuwen's mansion is also quite good.
Chen Jianqiu had already been in contact with Chen Shuwen, so he was familiar with it, and after communicating to the gatehouse, Chen Shuwen didn't ask Qi Xuansu to really let Qi Xuansu look at the thatched house, but still greeted him in person.
This is an old man of about sixty years old, with gray temples, strong spirits, and very sharp eyes.
Qi Xuansu did not hold the shelf and took the initiative to salute.
Chen Shuwen returned the courtesy: "I have heard the name of Qi Zhenren for a long time, and I am old and polite." ”
After a little politeness, the group came to the main hall and sat down.
Chen Shuwen said: "Qi Zhenren's intention, the old man already knows everything, the old man can promise Qi Zhenren, but the old man has a request, if Qi Zhenren does not agree, then the old man will be difficult to obey, not the old man pretends to be high, but he has more than enough heart and not enough strength." ”
Qi Xuansu said: "Mr. Chen, please speak." ”
Chen Shuwen said: "Nanyang United Trading Company is undoubtedly a behemoth, almost like a small independent kingdom. Throughout the annals of history, the so-called rise and fall of the principle, in fact, revolves around the land, after experiencing the turbulent times at the end of the dynasty, the population has decreased sharply, and many lands have become terra nullius, so in the early days of the dynasty, people do not need to fight, as long as they open up the wasteland, both the policy encouragement of the imperial court, and can get more land, this time is the dynasty
Ascending. ”
"When the land is divided, the dynasty enters the middle stage, and the land annexation is beginning to appear. At this time, it also makes sense, it is nothing more than the four words of survival of the fittest, which conforms to the law. Then land annexation intensified, and it was no longer the survival of the fittest, but the loss of control of power, which did not conform to the law. Then, reformists, reformers, reformers, etc., appeared one after another, but it was only the last struggle, and it only lasted for decades. Because it is difficult to return, the disease enters the bone marrow. ”
"In the end, there are many people and little land, and the fiscal deficit is in arrears, as long as natural and man-made disasters are pushed forward, the dynasty will die immediately and enter another troubled era."
Qi Xuansu asked, "Mr. Chen thinks that today's Nanyang United Trading Company is also difficult to return?" ”
Chen Shuwen changed his words: "Not really." ”