The composition of decision-making departments of different types of companies is different. For example, ordinary limited liability companies have shareholders' meeting, board of directors and board of supervisors; A limited liability company with a small number of shareholders shall have a board of shareholders, executive directors and supervisors; A wholly state-owned limited liability company has a sole shareholder, a board of directors and a board of supervisors; A company limited by shares shall have a general meeting of shareholders, a board of directors and a board of supervisors. The author of this article briefly elaborates the relevant regulations of the board of directors for the reference of all partners.

1. Functions and powers of the Board of Directors

The board of directors is a permanent institution composed of all directors, is the decision-making body of the company, and enjoys the decision-making and management rights of the company. In addition, the board of directors is elected by the shareholders (the Board) and is responsible to the shareholders (the Board). As the decision-making and executive agency of the company, it has the right to perform management functions internally and represent the company externally.

The board of directors may be regarded as the executive body of the authority of the joint stock company and the legal representative of the enterprise. Therefore, it is sometimes called the "management committee", "executive committee" and so on. Other matters may be decided by the Board of Directors except for those powers which the law and articles of association provide shall be exercised by the shareholders (the Board).

As the decision-making body of the company, the board of Directors is responsible to the shareholders.

2. Composition and term of the Board of Directors

(1) Composition of the Board of Directors

The board of directors of a limited liability company shall consist of 3 to 13 directors (a limited liability company with a small number of shareholders or a small scale may have one executive director without a board of directors, and the functions and powers of the executive director shall be prescribed by the articles of association), while the board of directors of a joint stock limited company shall consist of 5 to 19 directors.

(2) Term of office of the Board of Directors

The term of office of the directors shall be prescribed by the articles of association, but each term shall not exceed 3 years.

If a director fails to be re-elected in time after the expiration of his term of office, or if the number of board members is less than the quorum due to his resignation during his term of office, the original director shall still perform his duties as a director in accordance with laws, administrative regulations and the articles of association of the company before the newly elected director takes office.

Iii. Convening and voting procedures of the Board of Directors

(1) Classification of meetings

1. General Meetings

Ordinary meetings are regular meetings held on time as stipulated in the articles of association of the company. The number of board meetings of a limited liability company shall be stipulated in the articles of association. A joint stock limited company shall hold at least two board meetings every year.

2. AD hoc meetings

In the course of the company's operation, the board of directors may convene an AD hoc meeting when it encounters necessary matters requiring timely decision-making. At least one of the following five conditions must be met:

(1) When proposed by the chairman or general manager;

(2) when more than one-third of the directors jointly propose;

(3) When proposed by the Board of Supervisors;

(4) when proposed on behalf of more than one-tenth of the voting rights of shareholders.

(2) Convening and presiding over the meeting

The company may appoint a vice chairman according to its own circumstances. The selection of chairman and vice chairman shall be stipulated in the articles of association. The chairman shall convene and preside over the board meeting within 10 days after receiving the proposal. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties; If the vice chairman is unable to perform his duties or fails to perform his duties, a director shall be jointly nominated by more than half of the directors to perform his duties.

(3) Notice of the meeting

If a meeting of the board of directors is to be held, the chairman or the Secretary of the Board shall notify the directors of the time, place, time limit, reason and matters to be considered 10 days before the meeting is to be held; The method and time limit for notification of the meeting of the board of directors may be separately determined at the interim directors meeting. A meeting of the board of directors shall be held only with the presence of more than half of the directors.

(4) Voting procedures of the Board of Directors

1. One person, one vote

The board of directors of a limited liability company or a joint stock company shall adopt the "one person, one vote" system when voting on the items discussed.

2. Majority vote

A resolution of the board of directors of a joint stock limited company must be passed by more than half of all the shareholders. Major matters involving amendment of articles of association, profit distribution, major investment projects, etc., must be approved by more than two-thirds of the directors. The adoption of a resolution of the board of directors of a limited liability company provides for uniform requirements to be determined by the company's articles of association.

3. Avoidance of interest

In the process of voting, directors shall not vote on matters in which they have an interest, nor shall they exercise voting rights on behalf of other directors in this matter, so as to ensure the fairness and objectivity of the resolution, and avoid related directors damaging the interests of the company or shareholders because of their own interests.

4. Decision-making power and responsibility

The directors shall be responsible for the resolutions of the Board of directors. If the resolution of the board of directors violates laws, administrative regulations, the articles of association of the company, or the resolution of the shareholders (general) meeting, causing serious losses to the company, the directors participating in the resolution shall be liable for compensation to the company. However, if it is proved that the objection was expressed at the time of voting and recorded in the minutes of the meeting, the director may be exempted from liability.

(5) The employment of managers and their work functions under the Board of Directors

A limited liability company may have a general manager, who shall be appointed or dismissed by the board of directors. The manager is responsible to the Board of Directors and exercises the following powers and functions:

1. Presided over the company's production and operation management, and organized the implementation of board resolutions;

2. Organize the implementation of the company's annual business plan and investment plan;

3. Formulating plans for the establishment of the company's internal management structure;

4. Formulating the basic management system of the company;

5. Formulate specific rules and regulations of the company;

6. Propose the appointment or dismissal of the company's deputy manager and financial officer;

7. To appoint or dismiss persons in charge of management other than those to be appointed or dismissed by the Board of Directors;

8. Other powers conferred by the Board of Directors.