A brief description of the corporate governance structure of the modern enterprise system 15

Legal Analysis: The corporate governance structure consists of four parts in accordance with the provisions of the Company Law: 1. Shareholders' meeting or general meeting of shareholders; 2 Board of Directors; 3 Board of Supervisors; 4 Managers.

Legal basis: Company Law of the People's Republic of China

Article 36 The shareholders' meeting of a limited liability company shall be composed of all shareholders. The shareholders' meeting is the authority of the company and exercises its functions and powers in accordance with this Law.

Article 44 A limited liability company shall have a board of directors, and its members shall be three to thirteen; However, except as otherwise provided in Article 50 of this Law.

Article 51 A limited liability company shall establish a board of supervisors, whose members shall not be less than three. A limited liability company with a small number of shareholders or a small scale may have one or two supervisors without a board of supervisors.

Article 49 A limited liability company may have a manager, and the board of directors shall decide on the appointment or dismissal. Managers are accountable to the Board of Directors.

1. The shareholders' meeting or general meeting of shareholders is composed of the shareholders of the company, which reflects the ultimate ownership of the company by the owner and is the highest authority of the company.

2. The board of directors, elected by the general meeting of shareholders of the company, makes decisions on the company's development goals and major business activities, and safeguards the rights and interests of investors, and is the company's decision-making body.

3. The board of supervisors is the supervisory body of the company, which plays a supervisory role in the company's finances and the behavior of directors and operators.

4. The manager, appointed by the board of directors, is the operator and executor. It is the executive body of the company.

The four components of a company's corporate governance structure are all set up in accordance with the law, and their generation and composition, the powers exercised, and the rules for acting are specifically stipulated in the Company Law.

Legal analysis and slag: The emergence of the corporate governance structure of the modern enterprise system stems from the entrustment relationship caused by the separation of asset ownership and control in the corporate system. The reason for the formation of the corporate governance structure of the company is that the internal governance of the company refers to the governance activities implemented through the corporate governance, and the core content of corporate governance is the setting of the internal governance organization of the company and the distribution of its power.

According to the laws and regulations of China, the legal representative of the company shall be the chairman of the board of directors and the executive director or the manager in accordance with the provisions of the articles of association, and shall be registered in accordance with the law. If the legal representative of the company is changed, the change registration shall be completed.

Legal basis: Article 13 of the Company Law of the People's Republic of China The legal representative of the company shall be the chairman, executive director or manager in accordance with the provisions of the articles of association of the company, and shall be registered in accordance with the law. If the legal representative of the company is changed, the change registration shall be completed.

The company's internal governance refers to the implementation of governance activities through corporate governance, the core content of corporate governance is the company's internal governance organization and its power distribution in the modern company, the company's power structure configuration is an important part of ensuring the company's normal operation and scientific decision-making According to the idea of checks and balances, modern companies should set up mutual checks and balances, the purpose of which is to ensure the healthy operation of the company, the formation of a sound set of incentive and restraint mechanisms, internal governance is the core of corporate governance, Common corporate governance institutions include shareholders' meetings, board of directors, board of supervisors, executive agencies and other internal governance roles are mainly realized through the board of directors, the board of supervisors and the shareholders themselves, through the design of scientific corporate governance institutions, the formation of mutual cooperation, coordination and balance mechanism to ensure the smooth coordination of enterprise operators, management and management, management and management, rational command From the current domestic and foreign development trend, strengthening internal governance is the top priority of improving the corporate governance structure, because the separation of ownership and control will cause conflicts between shareholders and managersTherefore, the core of corporate power - the function, structure, and rights of shareholders of the board of directors and other aspects of institutional arrangements are particularly important, which is why people equate corporate governance with the corporate governance structure in a narrow sense.

Article 57 of the Civil Code of the People's Republic of China: A legal person is an organization that has the capacity for civil rights and civil conduct, and independently enjoys civil rights and bears civil obligations in accordance with law. Article 76 of the Civil Code of the People's Republic of China A legal person established for the purpose of obtaining profits and distributing them to shareholders and other contributors is a for-profit legal person. For-profit legal persons include limited liability companies, joint-stock companies and other corporate legal persons.

Article 77 of the Civil Code of the People's Republic of China A for-profit legal person shall be registered and established in accordance with the laws of the prefecture.

Answer]: b, c, d, e

The corporate governance structure of the enterprise includes: the establishment of the general meeting of shareholders, the board of directors, the board of supervisors and the managerial team, and the institutional arrangements for the distribution of powers; Institutional arrangements for shareholders (mainly corporate shareholders) to supervise and evaluate the performance of the board of directors, managers, and general employees; design and implementation of incentive and restraint mechanisms for managers; When there is a crisis in the enterprise, the corporate shareholders will hail in the way.

The corporate governance structure of an enterprise includes the shareholders' meeting, which is composed of all shareholders and is the highest authority and decision-making body of the company. The company's internal institutions are composed of the board of directors, the board of supervisors and the general manager, who respectively perform the company's strategic decision-making functions, discipline supervision functions and operation and management functions, and carry out corporate governance objectively, fairly and professionally under the premise of mutual checks and balances in accordance with their powers, and are responsible to the shareholders (general meeting) to maintain and strive for the company's best business performance. The board of directors is the office of the shareholders (general meeting) when it is not in session.

According to Article 36 of the Company Law, the shareholders' meeting of a limited liability company is composed of all shareholders. The shareholders' meeting is the authority of the company and exercises its functions and powers in accordance with this Law.

1. The difference between the shareholders' meeting and the board of directors.

The difference between a shareholders' meeting and a board of directors is:

1. The composition is different, the shareholders' meeting is composed of shareholders, and the board of directors is composed of members who are sent back.

2. The nature is different, the general meeting of shareholders is the right body, not directly managing the enterprise, the board of directors is the trust management body, and the daily management of the company.

3. The responsibilities are different, the general meeting of shareholders is the right body, has the right to decide on major matters of the company, and can choose to recognize and dismiss the board of directors. The Board of Directors is accountable to the General Meeting of Shareholders, reports to the General Meeting of Shareholders on its work, and implements its resolutions.

2. How much shareholding is included in the general meeting of shareholders.

The number of shares held in the general meeting of shareholders shall be stipulated by the articles of association of the company, and shall be subject to the articles of association. According to the provisions of Article 98 of the Company Law, the general meeting of shareholders of shares is composed of all shareholders. The general meeting of shareholders is the authority of the company and exercises its powers in accordance with this Law.

Paragraph 1 of Article 102 stipulates that when a general meeting of shareholders is convened, the shareholders shall be notified of the time, place and matters to be considered 20 days before the meeting; The extraordinary general meeting of shareholders shall notify all shareholders 15 days before the meeting; If the bearer ** is issued, the time, place and matters to be considered of the meeting shall be announced 30 days before the convening of the meeting.