Chapter 201 Board of Directors
According to the imported Western corporate structure, the chief of the board of directors has the power to convene the board of directors and can remove anyone from the company, except directors and supervisors, because directors and supervisors are not employees of the company, but the owners and arbitrators of the company.
Major shareholders can convene shareholders' meetings to elect board members.
The chief of the board of directors is elected by the board of directors and must be approved by half of the directors.
In general, the shareholders' meeting determines the board of directors, and the board of directors holds the company's decision-making power. The number of shares determines the right to speak in the shareholders' meeting. The more shares, the greater the risk, so the greater the right to speak.
Sometimes, the major shareholder will personally serve as the chief of the board of directors, so that he controls the shareholders' meeting and the board of directors, so it gives people the illusion that the chief of the board of directors is the most important.
To make an inappropriate analogy, this situation is like the Grand Master controlling the Golden Palace, such as the fifth generation of the Grand Master, and no one dares to disobey him. If the Grand Master does not control the Golden Palace, such as the sixth generation of the Grand Master, it would be more uncomfortable.
In fact, if the chief of the board of directors is not the major shareholder, then it is far from being a one-size-fits-all.
The major shareholder of Nanyang United Trading Company is the Daofu of Borneo. According to Zhang Yuelu's idea, the Daofu will send a Taoist priest to serve as the chief of the board of directors and directly participate in the company's decision-making and management. This means that the major shareholder serves as the chief of the board of directors, and his words are final.
However, Qi Xuansu disagreed, and the two finally reached a compromise. The Daofu, the major shareholder, did not personally participate in management, but exercised supervision power, mainly sending people to form a board of supervisors to restrict the board of directors. According to the procedure, the board of supervisors is also elected by the shareholders' meeting.
However, Qi Xuansu also partially agreed with Zhang Yuelu's idea, that is, the board of directors must be under the control of the Daofu, and the appointment of board members must be carefully considered.
In the foreshadowing of Qi Xuansu, the Borneo Daofu holds 30% of the shares, Fenglin Company holds 20% of the shares, and Du Yuhuan holds 1% of the shares. 51% of the shares already have absolute control. Qi Muyu, Ziweitang and others will not openly sing against Qi Xuansu, and with 10% of the shares, Qi Xuansu will have an absolute advantage.
This is also the key to Qi Niang's holding of shares in the company. Pei Xiaoyun and Huan Ji only hold shares in Fenglin Company, not directly in Nanyang United Trade Company. Strictly speaking, they are not shareholders of Nanyang United Trade Company and have no say. In Fenglin Company, they are only small shareholders, and Qi Niang is the major shareholder of Fenglin Company and has control over Fenglin Company. Only Qi Niang can represent Fenglin Company to exercise the right to speak as the second largest shareholder at the shareholders' meeting of Nanyang United Trade Company.
In other words, although Qi Xuansu has no shares, he represents the Borneo Province, and with the support of Qi Niang, he has already mastered the shareholders' meeting and has absolute control over Nanyang United Trade Company. Whoever he wants to go up can go up, and whoever he doesn't want to go up will definitely not go up.
If you say you can do it, you can do it, and if you can't do it, you can't do it. If you say you can't do it, you can't do it, and if you can do it, you can't do it. You can't do it if you don't accept it.
It sounds absurd that a person who doesn't have half a share of equity has the highest power in the company, but this is the fact.
Everyone criticizes the one-man show, but when they are the masters of the house, they all like the one-man show.
Qi Xuansu is not a person without desires. Qi Xuansu is not interested in money, women, or 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 members are tentatively set at thirteen.
It is worth mentioning that the supervisors of the board of supervisors are not members of the board of directors. Qi Xuansu has made another arrangement for this, so let's not discuss it for now.
In addition to a chief, the board of directors is divided into independent directors and executive directors.
Executive directors are relative to non-executive directors.
The so-called executive director is a director who participates in the company's operations.
Independent directors have no relationship with the company and can express their own opinions independently. They can express their opinions on the company's board of directors' decisions, including some major issues. Their status is relatively detached and will not be too much affected by the interests of internal factions.
Generally speaking, the number of independent directors cannot be less than one-third of the total number of board members.
In other words, five independent directors are required.
These five independent directors do not participate in the management and operation of Nanyang United Trading Company.
Qi Xuansu already has three candidates, namely Qi Niang, Qi Muyu, and Du Yuhuan, but Qi Niang is too busy and has multiple duties, so it is not easy for her to come in person, so Pei Xiaoyun and Huan Ji will serve as independent directors as representatives of Fenglin Company, which are four places. There is one place left, and Qi Xuansu decided to let the president of the Lion City Chamber of Commerce take the position. This person's business is not the largest in Lion City, but he is the most respected. He often plays the role of mediator and middleman, and his words are more effective.
These are minor details. These independent directors mainly play a role in major decisions. The key lies in the selection of the chief of the board of directors, which is the top priority.
If the Nanyang United Trading Company is regarded as a big ship, then the chief of the board of directors is the helmsman of the ship. A good helmsman can avoid reefs and survive stormy waves. 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 capable and reliable.
There are many capable people and there are many reliable people, but there are not many people who meet both conditions at the same time. According to the rules of the Taoist sect, it is not allowed for wandering Taoist priests, but Taoist priests with official positions are not allowed to hold two positions, which excludes many candidates.
Qi Xuansu had several in-depth discussions with Xu Jiaorong, Xie Jiaofeng, Hu Fuli from Taiping Bank and others for this purpose. Finally, Hu Fuli recommended someone to Qi Xuansu.
This person's name is Chen Shuwen. Just by looking at the name, you can tell that he is of the same generation as Chen Shuhua, Chen Shuzhen and others. However, the Chen family has been rooted in Borneo for many years and has spread out, just like the Lin family in Lingnan. It has not only five but ten servers. Therefore, Chen Shuwen has nothing to do with Chen Shuhua and others, and they do not interact with each other on weekdays. Even Chen Shuwen can't be regarded as a clan member, he has long been no different from ordinary people.
However, Chen Shuwen cannot be regarded as an ordinary citizen, because this man is very capable and talented. In his early years, he traveled to Western countries with the support of an elder of the Chen family, and was very familiar with various Western systems. Later, the Western company system was introduced to the East. The Sun family and the Wang family established the Nanyang United Trading Company. They also hired Chen Shuwen as the general manager, which Westerners called the chief manager. Later, Chen Shuwen resigned due to differences in ideas.
This person is capable and familiar with Nanyang United Trading Company. It is more suitable for him to serve as the chairman of the board of directors.
Qi Xuansu didn't understand business and preferred to let professional people be responsible for professional matters, so he rejected the proposal of the Taoist government to fully take over Nanyang United Trading Company. However, he also agreed that Nanyang United Trading Company should be in the hands of the Taoist government. From this point of view, Chen Shuwen is not a shareholder, but he can serve as the chairman of the board of directors as the representative of the major shareholder Borneo Province.
If Chen Shuwen is strong enough, Qi Xuansu wouldn't mind letting him shoulder the responsibility of being the chairman of the board of directors and the chief manager.
The key is whether Chen Shuwen is reliable, but Qi Xuansu then thought about what the purpose of setting up a supervisory board is. As long as the supervisory board is well controlled and not allowed to collude with the board of directors, then whether it is reliable or not can be guaranteed by external forces.
Before making the final decision, Qi Xuansu of course wanted to meet Chen Shuwen and asked Chen Jianchou to arrange the matter.
The result was somewhat beyond Qi Xuansu's expectation. Chen Shuwen refused to meet, claiming that he was used to Xianyun Yehe and didn't want to work hard anymore.
Qi Xuansu still didn't understand. There were only two possibilities. One was that Chen Shuwen really didn't want to leave the mountain, and the other was that Chen Shuwen showed his aloofness and asked Qi Xuansu to take the initiative to come to ask him.
A capable person's temper is nothing.
Qi Xuansu didn't mind lowering his profile. He was polite to the virtuous corporal and even paid a visit to the thatched cottage. The key was whether it was worth it.
If Chen Shuwen can support Nanyang United Trading Company, it will naturally be hello to you, me, and everyone. But if you put on a high profile and then fail, it will not be so easy to talk about.
In the end, Qi Xuansu decided to pay a visit in person, without much fuss, just bringing Xiao Yin and Chen Jianchou with him.
Chen Shuwen lives in Lion City. People with great ability are generally not short of money, so Chen Shuwen's mansion is quite nice.
Chen Jianchou had already been in contact with Chen Shuwen, so he was familiar with it. After informing the concierge, Chen Shuwen did not ask Qi Xuansu to visit the thatched cottage three times, but went out to greet him personally.
This is an old man about sixty years old, with gray hair on his temples, energetic and sharp eyes.
Qi Xuansu took the initiative to salute without any airs.
Chen Shuwen returned the courtesy: "I've heard the name of Master Qi for a long time, and I'm already polite."
After paying a brief courtesy, the group came to the main hall and sat down separately.
Chen Shuwen said: "I already know everything about Master Qi's intention. I can agree to Master Qi, but I have one request. If Master Qi doesn't agree, then I will not be able to obey my order. It's not because I am pretending to be noble, but because I have more than enough ambition." insufficient."
Qi Xuansu said: "Mr. Chen, please speak."
Chen Shuwen said: "The Nanyang United Trading Company is undoubtedly a giant, almost like a small independent kingdom. Looking through the history, the so-called rise and fall actually revolves around the land. After experiencing the great turmoil at the end of the dynasty, the population sharply Many lands became ownerless, so in the early days of the dynasty, people did not need to fight, they only needed to open up wasteland. With the encouragement of the court's policies, they could also obtain more land. This was the period of the rise of the dynasty. "
"When the land is divided, the dynasty will enter its mid-term, and land annexation will begin to take shape. At this time, it makes sense. It is nothing more than survival of the fittest, which is in line with the law. Then land annexation intensified, and it was no longer about survival of the fittest, but out of control of power. It’s not in line with the rules. Then, reformists, reformers, reformists, etc. came on stage one after another, but they only lasted for several decades because the disease was hard to recover from. "
"In the end, there are too many people but too little land, and there is a financial deficit. As long as natural disasters and man-made disasters occur, the dynasty will die immediately and enter another chaotic world."
Qi Xuansu asked: "Mr. Chen, do you think that today's Nanyang United Trading Company is also in trouble?"
Chen Shuwen changed the subject: "No."