1. What is the decision-making process of the board of directors?
(1) The first item before the meeting: meeting preparation
1. Collection of proposals
< p>2. Determine the meeting agenda(1) Title
(2) Meeting time
(3) Meeting location
( 4) Moderator
(5) Review content
3. Prepare meeting documents
(1) General manager work report (this year’s work report/next year’s operation Plan)
(2)Financial accounts for this year
(3)Financial budget for next year
(4)Topics or reports prepared
(2). The second item before the meeting: meeting notice
1. SMS notification
2. Document notification
3. Pre-meeting reminder
(3). The third item before the meeting: pre-meeting inspection
1. Modify the meeting agenda
2. Pack and distribute the information
3 , Count the number of participants (sign-in form)
4. Implement authorized signatures
5. Pay attention to meeting signature matters
(4). During the meeting: Deliberation and resolutions
1. Moderator
2. Deliberation matters and voting
3. Meeting minutes and signatures
4. Written opinions Collection and signature
5. Resolution and signature
(1) Company name
(2) Meeting time
(3) Meeting Location
(4) Participants:
(5) Matters or content of resolution: now decided upon unanimous consent of the board of directors. Effective immediately. The above resolution is confirmed by the signatures of the following directors.
(6) Signature order: Chairman - Vice Chairman - Director 6. Minutes and signatures 7. Distribution of proposal forms
(5) After the meeting: start a new cycle< /p>
1. Supplementary information
2. Issuance of documents
3. Reporting and disclosure
4. Filing
2. Number of members of the board of directors
Chinese law stipulates the number of directors for limited liability companies and joint stock companies respectively. Article 45 of the "Company Law" stipulates that a limited liability company shall have a board of directors with 3-13 members. Article 51 of the Company Law stipulates that a limited liability company with a small number of shareholders or a small scale may have an executive director but no board of directors. Article 109 of the Company Law stipulates that all joint-stock companies shall establish a board of directors with 5-19 members.
3. Responsibilities of the Board of Directors
The authority of a joint-stock company and the legal representative of the enterprise. Also known as the Management Committee and Executive Committee. It consists of two or more directors. Except for the powers that should be exercised by the general meeting of shareholders as stipulated by laws and articles of association, other matters may be decided by the board of directors. The company's board of directors is the company's business decision-making body and is accountable to the shareholders' meeting.
The main obligations of the board of directors are: making and keeping minutes of the board of directors, preparing company articles of association and various books, reporting capital gains and losses to the general meeting of shareholders in a timely manner, and applying to relevant authorities when the company is insolvent. Bankruptcy etc.
After the establishment of a joint-stock company, the board of directors emerged as a stable institution. Members of the board of directors may be appointed or removed at any time in accordance with the articles of association, but the board of directors itself cannot be revoked or cease its activities. The board of directors is the most important decision-making and management body of the company. The company's affairs and business are under the leadership of the board of directors and executed by the chairman and managing director elected by the board of directors.
The board of directors is responsible to the shareholders' meeting and exercises the following powers:
1. Responsible for convening the shareholders' meeting; implementing the resolutions of the shareholders' meeting and reporting work to the shareholders' meeting;
2 , implement the resolutions of the shareholders' meeting;
3. Decide on the company's production and operation plan and investment plan;
4. Formulate the company's annual financial budget plan and final accounts plan;
< p>5. Formulate the company's profit distribution plan and loss compensation plan;6. Formulate the company's plan to increase or reduce the registered capital and issue corporate bonds;
7. Formulate company mergers and divisions , plans to dissolve or change the company's form;
8. Decide on the establishment of the company's internal management organization;
9. Decide on the appointment or dismissal of company managers and their remuneration matters, and based on the manager's Nominate and decide on the appointment or dismissal of the company's deputy manager, financial director and remuneration matters;
10. Formulate the company's basic management system;
11. Other powers stipulated in the company's articles of association.
Legal basis:
"Company Law of the People's Republic of China" Article 22 The content of the resolutions of the company's shareholders' meeting or shareholders' meeting or board of directors violates laws and administrative regulations invalid.
If the convening procedures and voting methods of the shareholders' meeting, general meeting of shareholders, or board of directors violate laws, administrative regulations, or the company's articles of association, or the content of the resolution violates the company's articles of association, shareholders may, within 60 days from the date of making the resolution, Request the People's Court to revoke the decision.
If a shareholder files a lawsuit in accordance with the provisions of the preceding paragraph, the People's Court may, at the company's request, require the shareholder to provide corresponding guarantees.
If a company has registered a change in accordance with a resolution of the shareholders' meeting or general meeting or board of directors, and the people's court declares the resolution invalid or revokes the resolution, the company shall apply to the company registration authority to cancel the change registration.