1. Directors are not necessarily shareholders, but most directors are shareholders or representatives of shareholders (companies), and independent directors are not shareholders.

2. Retail investors are also shareholders. It is theoretically possible for ordinary people with few shares to become board members, but it is actually impossible. 3. The board of directors is elected by the shareholders' meeting composed of all shareholders.

Is the chairman elected in this way?

The chairman is elected by the board of directors and can be nominated by shareholders. Of course, he is usually nominated by shareholders.

Your understanding is only empirical judgment, but the chairman of most companies is the largest shareholder of the company. If the shareholder is a natural person, then this person is the chairman himself; If the shareholder is a legal person, the actual controller of the legal person is most likely to be appointed as the chairman.

Generally, when a company is established by capital contribution, there will be an agreement between shareholders, who will recommend directors to form the board of directors, how many shareholders A can recommend and how many shareholders B can recommend. Most of these agreements are unwritten, and some can be written (because small companies have few shareholders when they are established, the governance structure has not yet been formed, and their operation is not standardized).

Because there are many places recommended by major shareholders, most of them may control the board of directors, so the so-called "appointment of chairman by major shareholders" is just a simple statement. The real operation is shareholder nomination, or simply board nomination. When the number of directors appointed by the major shareholder exceeds half of the board of directors, the directors recommended by the major shareholder must be elected as the chairman.

The ownership structure of Chinese enterprises is generally concentrated, that is, the major shareholder holds a large number of shares, so the phenomenon of "entrustment" is very common, which leads to your empirical judgment.

What are the ways to select the chairman?

The first question, of course, is that you have to be elected by the board of directors to become the chairman. Another way is that you have more shares than other shareholders, and your ability must go through the board of directors.

Second, the board of directors is the highest authority. In general, all major issues of a company are decided by the board of directors. In the end, only the chairman has the right to speak and make decisions, which has nothing to do with shareholders. The only thing is money. If one's personal interests are damaged, he can directly join the minority shareholders to file a lawsuit.

The third question, I just want to say that big enterprises have problems now, that is, every shareholder has his own people and confidants in this company. If this person's position is very important, then shareholders will generally try their best to protect his confidant. Unless the chairman has a good reason to grasp the small tail of the individual, he still has the right to solve the problem directly. As you said, if you pay someone a salary and send someone equipment, you don't have to get the consent of the shareholders' meeting. These senior decision makers can adjust themselves according to their ability to follow others, which is the internal management and adjustment of the chairman ~

The fourth question is, how many people did the company have at first before listing, and after listing, it issued shares according to the investment of market participants. These people are all members of the highest sensible meeting ~ generally, after listing, the company will invite others to be CEO and chief operating officer, and they can all become members of the sensible meeting ~

Fifth, if the holding chairman is not competent enough or his work style is not good, he can choose another chairman with the consent of the board of directors, but he is still a member of the board of directors. If a foreigner serves as the chairman, and his ability and work style can't achieve the expected effect of the company, the board of directors can negotiate and finally terminate the contract ~

Finally, directors should not belong to employees, should they? After going public, you don't have any position, just wait for the dividend at the end of the year. Unless there is a big project that needs capital investment, these members will report it frequently. He does not belong to the manager. Even if you work in a company, the ultimate manager is the chairman, and then the heads of various departments. A rational meeting will only play a role when it is necessary to decide big issues ~

Does the chairman of the company have to be elected among the board members?

Members of the board of directors are elected by the shareholders' meeting. The chairman is elected by the board members, and the chairman must be a member of the board.

In addition, the chairman is elected by the board members when the board meeting is held. How to elect a chairman who is not on the list of board members? Unless the election procedure is wrong, it is not elected by the board members.

Note that the shareholders' meeting only has the power to elect directors, but not the chairman!

What's the difference between a director and a chairman of a company?

Chairman of the board

Chairman's English is the chairman, the highest representative of shareholders' interests, and theoretically the source of all power of the company's management.

The Board of Directors has 65,438+0 directors, who are elected by more than half of all directors. Judging from the legislation of companies in various countries, the rights of the chairman are not granted by the shareholders' meeting, but directly stipulated by the company law. Generally speaking, the chairman has the following rights:

1. Preside over the shareholders' meeting and convene and preside over the board meeting;

2. Check the implementation of the resolutions of the board of directors and report to the board of directors;

3. Sign the company's stocks and bonds;

4. The board of directors authorizes the chairman to exercise some functions and powers of the board of directors when the board of directors is not in session;

5. Propose to convene an interim board of directors;

6. Except for matters that must be decided by the shareholders' meeting and the board of directors as stipulated in the Articles of Association, the chairman has the right to decide on major business management matters of the company.

Where a limited liability company or a joint stock limited company establishes a board of directors, the shareholders' meeting shall be convened by the board of directors and presided over by the chairman. The meeting of the board of directors shall be convened and presided over by the chairman. The chairman shall be appointed by the state-owned assets supervision and administration institution from among the members of the board of directors.

The chairman is the leader of the company's board of directors, and his duties are of the nature of organization, coordination and representation. The power of the chairman belongs to the responsibility of the board of directors. He doesn't manage the specific business of the company and generally doesn't make personal decisions. Only when the board of directors meets or a special committee of the board of directors meets can he enjoy the same voting rights as his directors. The power of the president and CEO comes from him. Only he has the supreme power to convene the board of directors and recall the president and CEO, but he never holds the executive power.

The chairman can fire anyone at any time, except the board members and supervisors, because directors and supervisors are not employees of the company, but owners and arbitrators of the company.

Directors who devote all their working time to the company and serve the company's management and business execution are called executive directors.

An executive director refers to a director who is also a senior manager of the company. They not only participate in the decision-making of the board of directors, but also implement the decision-making of the board of directors in their management positions.

The main responsibilities of the "executive director": (1) According to the requirements of the board of directors and market demand, combined with the term responsibility indicators, put forward the stage and annual production and operation indicators and development direction of the enterprise. (2) Organize all aspects of the enterprise to ensure the completion of the predetermined objectives, organize the implementation and completion of various tasks assigned by the board of directors, and strictly perform various contracts. (3) Make choices and plans within the business scope authorized by the board of directors to produce products that meet the needs of the market.

How does the company law stipulate that the chairman should be elected?

For a limited liability company, Article 45 of the Company Law stipulates that the method for forming the chairman and vice-chairman of a limited liability company shall be stipulated in the articles of association. However, it should be noted that the chairman of a limited company is not directly produced by the articles of association, and the articles of association only stipulate the method of its production. In other words, an absolutely necessary clause in an effective company's articles of association must have a way to produce directors' bones. The basis is Article 25 of the Company Law, (6) the organization of the company and its formation methods, powers and rules of procedure, and (7) the legal representative of the company.

For joint stock limited companies, Article 110 of the Company Law stipulates that the board of directors shall have a chairman and may have a vice-chairman. The chairman and vice-chairman are elected by the board of directors by more than half of all directors.

What are the responsibilities of the board of directors of a joint stock limited company? How did the director come into being?

Responsibilities of the board of directors of a joint-stock company:

Article 108 of the Company Law stipulates that:

A joint stock limited company shall have a board of directors with five to nineteen members.

Members of the board of directors may include company employee representatives. The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections.

The provisions of Article 45 of this Law on the term of office of directors of a limited liability company shall apply to directors of a joint stock limited company.

The provisions of Article 46 of this Law concerning the functions and powers of the board of directors of a limited liability company shall apply to the board of directors of a joint stock limited company.

Article 46 of the Company Law stipulates that:

The board of directors shall be responsible to the shareholders' meeting and exercise the following functions and powers:

(1) Convene the shareholders' meeting and report the work to the shareholders' meeting;

(2) Implementing the resolutions of the shareholders' meeting.

(3) To decide on the company's business plan and investment plan;

(4) To formulate the company's annual financial budget and final accounts;

(five) to formulate the company's profit distribution plan and loss compensation plan;

(6) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds;

(seven) to formulate plans for the merger, division, dissolution or change of corporate form of the company;

(VIII) Deciding on the establishment of the company's internal management organization;

(9) To decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager;

(X) To formulate the basic management system of the company;

(eleven) other functions and powers stipulated in the articles of association.

Generation of directors: employee directors, employee congresses or employee congresses; Non-employee directors are elected by the general meeting of shareholders.

Article 37 provides that:

The shareholders' meeting shall exercise the following functions and powers:

(1) To decide on the company's business policy and investment plan;

(2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors;

(3) Examining and approving the report of the board of directors;

(4) Examining and approving the reports of the board of supervisors or supervisors;

(5) To examine and approve the annual financial budget plan and final accounts plan of the company;

(VI) To examine and approve the company's profit distribution plan and loss recovery plan;

(7) To make resolutions on the increase or decrease of the registered capital of the company;

(8) To make resolutions on the issuance of corporate bonds.

(9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;

(10) Amending the Articles of Association.

(eleven) other functions and powers stipulated in the articles of association.

Where the shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document.

Article 44 of the Company Law stipulates that a limited liability company shall have a board of directors with three to thirteen members; However, unless otherwise provided for in Article 50 of this Law.

A limited liability company established by two or more state-owned enterprises or two or more other state-owned investors shall have staff representatives among its board members; Other members of the board of directors of a limited liability company may include representatives of employees of the company. The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections.

The board of directors shall have a chairman and may have a vice-chairman. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association.

Some problems of the board of directors and the way the chairman is produced?

1, generally impossible; Directors, if they can make a lot of money, shareholders will support them. In addition, holding the most shares can also directly affect;

2. Yes. Generally, it will be based on two situations: a, equity talks; B. the members of the board of directors voted to decide.

3. of course Generally, an interim board meeting will be held only when the projects with large funds and the changes and reforms of important personnel have affected the development of the company.

4. Not necessarily. But they are generally eligible to participate in Geng.

5. Directors. You can work in a group company, or you can start other companies or other businesses yourself … or you can just be an investor, just like buying stocks. It is the relationship between more and less.

How to produce board members of listed companies?

First, shareholders who individually or collectively hold more than 3% of shares can propose to the shareholders' meeting, that is, they have the right to recommend directors;

Second, the shares of listed companies are generally dispersed, and there are many examples of holding 15% becoming the largest shareholder;

Third, there is a voting method called cumulative voting system to elect directors and supervisors, which guarantees the right of small and medium shareholders to propose;

Fourth, directors must not be shareholders;

Fifth, the election procedure is generally that shareholders nominate to the board of directors, which will take effect after being reviewed by the board of directors and submitted to the shareholders' meeting for consideration. Of course, in this process, independent directors should express their opinions, and the exchange also needs to review their qualifications;

Sixth, in practice, unless there is a big conflict of interest between shareholders like Gome, generally speaking, all major shareholders can reach an agreement on the choice of directors, and the election process is more of a formality. I suggest you revisit the dispute between Gome and China.

How are the members of the board of directors of joint-stock enterprises produced?

According to the Company Law, the board members of a company are eligible to be formed, and each board member must be a director. Directors are elected by shareholders at the general meeting of shareholders. All directors form a collective leadership team to become the board of directors.

The statutory qualifications of directors are as follows:

First of all, directors can be natural persons or legal persons. Where a legal person serves as a director of a company, he must appoint a natural person with capacity as his agent.

Secondly, people with special occupations and incapacity cannot serve as directors. National civil servants, notaries, lawyers, soldiers and other special occupations.

Third, directors may or may not be shareholders.