On the issue of the rights of the board of directors and the shareholders meeting

It should be a corporate investment plan because it is an external guarantee of the company's assets in exchange for earnings or credit.

According to Article 16 of the Company Law, "if a company invests in other enterprises or provides guarantees for others, it shall be resolved by the board of directors or the shareholders' meeting or the general meeting of shareholders in accordance with the provisions of the articles of association."If the articles of association of the company have a limit on the total amount of investment or guarantee and the amount of a single investment or guarantee, it shall not exceed the prescribed limit. "If there is no stipulation in the articles of association, considering the risk of possible changes in the ownership of the company's assets, the shareholders' meeting should exercise the decision-making power.

Article 16 of the Company Law The board of directors or the shareholders' meeting or the general meeting of shareholders shall resolve the investment or guarantee provided by other enterprises to others in accordance with the provisions of the articles of associationIf the articles of association of the company have a limit on the total amount of investment or guarantee and the amount of a single investment or guarantee, it shall not exceed the prescribed limit. If a company provides a guarantee for the company's shareholders or actual controllers, it must be resolved by the shareholders' meeting or the general meeting of shareholders.

The shareholders provided for in the preceding paragraph, or the shareholders under the control of the actual controller provided for in the preceding paragraph, must not participate in the voting on the matters provided for in the preceding paragraph. The vote shall be passed by a majority of the voting rights held by the other shareholders present at the meeting.

My understanding: There are important differences in nature.

The shareholders' meeting is actually the role of the boss and the owner of the company.

The board of directors is equivalent to the role of the management company elected by the bosses, which is equivalent to the role of the company's managers.

The ownership of the company belongs to: the shareholders' meeting.

The management of the company belongs to: the Board of Directors.

The company's management rights belong to: the general manager (appointed or dismissed by the chairman) In modern enterprise management, ownership, management and management rights can be separated.

If you have money, you don't necessarily have to manage, so you can only be the boss yourself (set up a shareholders' meeting and have the ownership of the company);The management of the company can be carried out by electing some directors to worry about (forming a board of directors and having the management of the company);For further operation, the general manager of the company can be hired.

No, according to the relevant regulations, the board of directors is a board of directors composed of directors who are in charge of the company's affairs internally and represent the company's business decision-making and business execution externally. The two do their own duties and cannot be substituted.

Article 37 of the Company Law of the People's Republic of China stipulates that the shareholders' meeting shall exercise the following functions and powers:

1) Decide on the company's business policy and investment plan;

2) To elect and replace directors and supervisors who are not employee representatives, and to decide on matters related to the remuneration of directors and supervisors;

3) To review and approve the report of the Board of Directors;

4) To deliberate and approve the report of the board of supervisors or supervisors;

5) Review and approve the company's annual financial budget plan and final account plan;

Li Zaoliu) reviewed and approved the company's profit distribution plan and loss recovery plan;

7) To make a resolution on the increase or decrease of the registered capital of the company;

8) To make a resolution on the issuance of corporate bonds;

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

10) Amend the articles of association;

11) Other functions and powers stipulated in the articles of association. If the shareholders unanimously agree in writing to the matters listed in the preceding paragraph, they may make a decision directly without convening a shareholders' meeting, and all shareholders shall sign and seal the decision document.

Whether the tenant can exercise the landlord's rights.

Tenants can exercise some of their landlord rights. According to the relevant laws of our country, the tenant has the right to use and benefit from the house, but does not enjoy the right to occupy and dispose of it. The tenant pays the property management fee on time, which means that it is also the service object of the property management company, and the tenant has the right to exercise the rights of the landlord and can directly discuss with the property management service company on matters related to the property management service.

How major shareholders can exercise shareholder rights.

Substantial shareholders can exercise shareholder rights in the following ways:

First, a shareholders' meeting can be convened to question the management on individual unclear issues.

That. 2. The board of directors may be re-elected in accordance with the articles of association of the company until the legal representative is replaced;

That. 3. You can request to inspect the company's accounting books, and you are a shareholder of a limited liability company, you can consult and copy the articles of association and meeting minutes, etc., and if the company does not agree, you can exercise your rights by way of court litigation.

Article 4 of the Company Law stipulates that shareholders of a company shall enjoy the rights of income from assets, participation in major decision-making and selection of managers in accordance with the law.

Legal basis.

For example, the shareholders' meeting is equivalent to the National People's Congress, and the board of directors is equivalent to ***. The shareholders' meeting has the power to remove members of the board of directors. In addition, the rights are different in law.

You have a board of directors and another part of the shareholders can be members of the board of supervisors. The agenda of the meeting is too cumbersome, and if necessary, it can be waived. The following are the legal provisions regarding the rights of the shareholders' meeting and the board of directors:

1. The general meeting of shareholders is the authority of the company and exercises the following functions and powers in accordance with the law:

1) Decide on the company's business policy and investment plan;

2) To elect and replace directors and supervisors who are not employee representatives, and to decide on matters related to the remuneration of directors and supervisors;

3) To deliberate and approve the report of the Board of Directors;

4) To review and approve the report of the Board of Supervisors;

5) Review and approve the company's annual financial budget plan and final account plan;

6) Review and approve the company's profit distribution plan and loss recovery plan;

7) To make a resolution on the increase or decrease of the registered capital of the company;

8) To make a resolution on the issuance of corporate bonds;

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

10) Amend the Articles of Association;

11) To make resolutions on the company's employment and dismissal of accounting firms;

12) to deliberate and approve the security matters provided for in Article 41;

13) Review the company's purchase within one year, ** major assets more than 30% of the company's latest audited total assets;

14) to review and approve the change of the use of raised funds;

15) Review the equity incentive plan;

16) To deliberate on other matters that shall be decided by the general meeting of shareholders as stipulated in laws, administrative regulations, departmental rules or the Articles of Association.

2. The board of directors is responsible to the general meeting of shareholders. The Board of Directors shall exercise the following functions and powers:

1) Convene a general meeting of shareholders and report to the general meeting of shareholders;

2. Implement the resolutions of the general meeting of shareholders;

3) Decide on the company's business plan and investment plan;

4) Formulate the company's annual financial budget plan and final account plan;

5) Formulate the company's profit distribution plan and loss recovery plan;

6) Formulate plans for increasing or decreasing the company's registered capital, issuing bonds or other first-class and listing plans;

7) Formulate plans for major acquisitions of the company, acquisition of the company, or merger, division, dissolution and change of the company's form;

8) Within the scope of the authorization of the general meeting of shareholders, decide on the company's foreign investment, acquisition of ** assets, asset mortgage, external guarantee matters, entrusted financial management, related party transactions and other matters;

9) Decide on the establishment of the company's internal management organization;

10) Appointing or dismissing the company's manager or secretary of the board of directors; According to the nomination of the manager, appoint or dismiss the company's deputy manager, financial director and other senior management personnel, and decide on their remuneration, rewards and punishments;

11) Formulate the basic management system of the company;

12) To formulate a plan for amending the Charter;

13) To manage the company's information disclosure;

14) To submit to the general meeting of shareholders the appointment or replacement of the accounting firm for the company's audit;

15) Listen to the work report of the company's manager and check the work of the manager;

16) Other functions and powers granted by laws, administrative regulations, departmental rules or this charter.

The power of the general meeting of shareholders is large.

The general meeting of shareholders is the highest authority of a joint-stock company, which is composed of all shareholders, makes decisions on major matters of the company, has the right to elect and dismiss directors, and has extensive decision-making power over the operation and management of the company's rock foundation.

All major personnel appointments and dismissals and major business decisions of an enterprise are generally effective only after the approval and approval of the general meeting of shareholders.

The shareholders' meeting and the board of directors are the organizational structures of the company. The shareholders' meeting is composed of all shareholders and is the highest authority of the company, which has the following rights, including: "deciding on the company's business policy and investment plan; The right to elect and replace directors and supervisors who are not employee representatives, and to decide on matters related to the remuneration of directors and supervisors."

Non-employee representative directors on the board of directors are elected and replaced by the shareholders' meeting. The board of directors, as the executive body of the shareholders' meeting or the general meeting of shareholders, is responsible for the command and management of the company, the enterprise and the business operation activities, is responsible for and reports to the company's shareholders' meeting or the general meeting of shareholders, and exercises a number of functions and powers including "implementing the resolutions of the shareholders' meeting", and its rights come from the shareholders' meeting. In practice, because the board of directors cannot effectively perform its functions and powers, the shareholders' meeting has the right to replace the non-employee representative directors, so as to urge the board of directors to perform its functions and powers in accordance with the established direction of the shareholders' meeting.

According to the terms of reference and the method of election and election, the shareholders' meeting is above the board of directors, and the identity of shareholders is only extinguished after the disposal of equity, while the status of directors can be removed after a resolution of the shareholders' meeting. Legal basis: Article 46 of the Company Law of the People's Republic of China The board of directors is responsible to the shareholders' meeting and exercises the following functions and powers:

1) Convene a meeting of the shareholders' meeting and report to the shareholders' meeting;

2) Implement the resolutions of the shareholders' meeting;

3) Decide on the company's business plan and investment plan;

4) Formulate the company's annual financial budget plan and final account plan;

5) Formulate the company's profit distribution plan and loss recovery plan;

6) Formulate a plan for increasing or decreasing the company's registered capital and issuing corporate bonds;

7) Formulating a plan for the merger, division, dissolution or change of the form of the company;

8) Decide on the establishment of the company's internal management organization;

9) To decide on the appointment or dismissal of the company's managers and their remuneration, and to decide on the appointment or dismissal of the company's deputy managers, financial directors and their remuneration based on the nomination of the managers;

10) Formulate the company's basic management system;

11) Other functions and powers stipulated in the articles of association.

What are the respective powers of the shareholders' meeting and the board of directors? What are the respective powers of the shareholders' meeting and the board of directors? The shareholders' meeting shall exercise the following functions and powers:

1) Decide on the company's business policy and investment plan;2) To elect and replace directors and supervisors who are not employee representatives, and to decide on matters related to the remuneration of directors and supervisors;3) To review and approve the report of the Board of Directors; 4) To deliberate and approve the report of the board of supervisors or supervisors; 5) Review and approve the company's annual financial budget plan and final account plan; 6) Review and approve the company's profit distribution plan and loss recovery plan; 7) To make a resolution on the increase or decrease of the registered capital of the company; (8) To make a resolution on the issuance of the company's missing bonds; 9) To make resolutions on the merger, division, dissolution, liquidation or change of the form of the company; 10) Amend the articles of association; 11) Other functions and powers stipulated in the articles of association. The board of directors is responsible to the shareholders' meeting and exercises the following functions and powers: (1) to convene the shareholders' meeting and report to the shareholders' meeting; 2) Implement the resolutions of the shareholders' meeting; 3) Decide on the company's business plan and investment plan; 4) Formulate the company's annual financial budget plan and final account plan; 5) Formulate the company's profit distribution plan and loss recovery plan; (6) Formulating plans for increasing or decreasing the company's registered capital and issuing corporate bonds that are delayed due to hail leakage; 7) Formulating a plan for the merger, division, dissolution or change of the form of the company; 8) Decide on the establishment of the company's internal management organization; (9) Decide on the appointment or dismissal of the company's managers and their remuneration, and decide on the appointment or dismissal of the company's deputy economic director Li Li, the person in charge of finance and their remuneration according to the nomination of the manager; 10) Formulate the company's basic management system; 11) Other functions and powers stipulated in the articles of association.

Do you understand this explanation?

1. The shareholders' meeting shall exercise the following functions and powers: (1) Decide on the company's business policy and investment plan; 2) To elect and replace directors and supervisors who are not employee representatives, and to decide on matters related to the remuneration of directors and supervisors;3) To review and approve the report of the Board of Directors; 4) To deliberate and approve the report of the board of supervisors or supervisors; 5) Review and approve the company's annual financial budget plan and final account plan; 6) Review and approve the company's profit distribution plan and loss recovery plan; 7) To make a resolution on the increase or decrease of the registered capital of the company; 8) To make a resolution on the issuance of corporate bonds; 9) To make resolutions on the merger, division, dissolution, liquidation or change of the form of the company; 10) Amend the articles of association; 11) Other functions and powers stipulated in the articles of association. 2. The board of directors shall be responsible to the shareholders' meeting and exercise the following functions and powers:

1) Convene a meeting of shareholders and report to the East Meeting of the Stockpiling Clan; 2) Implement the resolutions of the shareholders' meeting; 3) Decide on the company's business plan and investment plan; 4) Formulate the company's annual financial budget plan and final account plan; 5) Formulate the company's profit distribution plan and loss recovery plan; 6) Formulate a plan for increasing or decreasing the company's registered capital and issuing corporate bonds; 7) Formulating a plan for the merger, division, dissolution or change of the form of the company; 8) Decide on the establishment of the company's internal management organization; (9) Decide on the appointment or dismissal of the company's managers and their remuneration, and decide on the appointment or dismissal of the company's deputy managers, financial directors and their remuneration based on the nomination of the manager; (10) Formulate the basic management system of the public front stool division; 11) Other functions and powers stipulated in the articles of association. Article 33 of the Company Law stipulates that shareholders have the right to inspect and copy the articles of association, minutes of shareholders' meetings, resolutions of board meetings, resolutions of board of supervisors, and financial and accounting reports.