In practice, the composition of decision-making departments of different types of companies is also different, such as ordinary limited liability companies: shareholders' meeting, board of directors, board of supervisors; Limited liability companies with a small number of shareholders: shareholders' meetings, executive directors and supervisors; Wholly state-owned limited liability company: sole shareholder, board of directors, board of supervisors; Joint stock limited company: shareholders' meeting, board of directors, board of supervisors.

The establishment and improvement of decision-making departments is an important basis for the effective operation of the corporate governance mechanism. Clarifying the responsibilities and authority of each decision-making department and forming a scientific and effective responsibility division and balance mechanism are of great significance for strengthening the internal control of the company and ensuring the efficient operation of the company.

The shareholders (Board) is a non-permanent body composed of all shareholders and is the highest authority of the company. A limited liability company shall set up a shareholders' meeting, and a joint stock limited company shall set up a shareholders' meeting. The shareholders (large) committee has the right to make resolutions on all important affairs of the company and plays an overall and guiding role in the operation and development of the company. However, the shareholders (large) committee cannot perform management functions internally and cannot represent the company externally.

1. Functions and powers of the shareholders' (large) meeting

When the company establishes the board of directors and the board of supervisors, an important function of the shareholders (general) meeting is to elect the members of the board of directors and the board of supervisors. However, since the board of directors of a wholly state-owned company must have directors as employees' representatives and the board of supervisors must have a certain proportion of employees' representatives, the shareholders' meeting of a wholly state-owned company can only elect and replace directors and supervisors who are not employees' representatives when exercising such election right.

2. Convening and voting procedures of shareholders' (large) meetings

For shareholders' meetings and general meetings, the details of the convening and voting procedures are slightly different, so they are set out separately as follows:

(1) Shareholders' meeting

1. Conference classification

Regular meetings: Regular meetings shall be held on time in accordance with the provisions of the articles of association.

Temporary meeting: If the shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, the board of supervisors, or the supervisors of a company without a board of supervisors propose to convene an interim meeting, an interim meeting shall be convened.

2. Meeting convening and presiding

Where a limited liability company has a board of directors, the shareholders' meeting shall be convened by the board of directors and presided over by the chairman; If the chairman is unable to perform his duties or fails to do so, the vice chairman shall preside; 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 preside.

Where a limited liability company does not have a board of directors, the shareholders' meeting shall be convened and presided over by the executive director; If a director or executive director is unable to perform or fails to perform the convening of a shareholders' meeting, it shall be convened and presided over by the board of supervisors or the supervisor of a company without a board of supervisors; If the board of supervisors or supervisors cannot convene or preside over the meeting, the shareholders representing more than one-tenth of the voting rights may convene and preside over the meeting on their own.

It should be noted that the first convening of the shareholders' meeting of a limited liability company is convened and presided over by the shareholders with the largest contribution.

3. Notice of meeting

The convening of a shareholders' meeting shall be notified to all the shareholders 15 days in advance. However, unless otherwise provided by the articles of association or otherwise agreed by all shareholders.

4. Voting procedures at the meeting

In respect of a motion related to the exercise of the functions and powers provided for in Article 37 of the Company Law, if all shareholders unanimously agree in writing, a decision may be made directly without holding a meeting of the shareholders, and the decision document shall be signed and sealed by all shareholders.

The shareholders of a limited liability company generally exercise their voting rights in proportion to their capital contribution. Among them, general resolutions must be passed by shareholders representing more than half of the voting rights; If the shareholders' meeting adopts a resolution to amend the articles of association of the company, increase or decrease the registered capital, as well as a resolution to merge, split, dissolve or change the form of the company, it must be passed by the shareholders representing more than two-thirds of the voting rights.

It should be noted that according to the provisions of the Company Law, the articles of association of the company may stipulate whether the resolution of the shareholders' meeting shall be voted on in accordance with the proportion of capital contribution (that is, it may stipulate that the voting procedure of the shareholders' meeting shall not be voted on in accordance with the proportion of investment), and the methods and voting procedures of the shareholders' meeting shall be stipulated by the articles of association in addition to the mandatory provisions of the Company Law. The company may adjust this in the articles of association according to the actual situation.

(2) General meeting of shareholders

1. Conference classification

Regular meeting: held once a year.

Extraordinary meeting: Under any of the following circumstances, an extraordinary general meeting of shareholders shall be convened within two months:

(1) The total number of directors is less than two-thirds of the number provided for in this law or in the articles of association of the company;

(2) when the company's uncompensated losses amount to one-third of the total paid-in share capital;

(3) When requested by shareholders who hold more than 10% of the company's shares individually or in aggregate;

(4) when deemed necessary by the Board of Directors;

(5) When proposed by the Board of supervisors;

(6) Other circumstances stipulated in the articles of association.

2. Meeting convening and presiding

The meeting of the general meeting of shareholders shall be convened by the board of directors of the company and presided over by the chairman; If the chairman is unable to perform his duties or fails to do so, the vice chairman shall preside; 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 preside. If the board of directors is unable to perform its duties or fails to perform its duty to convene a meeting of the shareholders' general meeting, the board of supervisors shall convene and preside over it in a timely manner; If the board of supervisors does not convene and preside over the meeting, the shareholders who hold more than 10% of the company's shares individually or collectively for more than 90 consecutive days may convene and preside over the meeting on their own.

3. Notice of meeting

To convene a meeting of the shareholders' general meeting, the time and place of the meeting and the matters to be considered shall be notified to the shareholders 20 days before the meeting; Notice shall be given to all shareholders 15 days in advance of the convening of the extraordinary shareholders' meeting. Where bearer shares are issued, the time, place and matters for deliberation of the meeting shall be announced 30 days before the meeting is convened.

4. Voting procedures at the meeting

In a company limited by shares, the right to vote at the general meeting of shareholders is the right to vote of the "shareholders present at the meeting", and the shareholders present at the general meeting have one vote for each share they hold (the shares of the company held by the company have no voting rights). A resolution made by the general meeting of shareholders must be passed by more than half of the voting rights held by the shareholders present at the meeting. However, resolutions adopted by the shareholders' meeting to amend the articles of association of the company, increase or decrease the registered capital, and resolutions on merger, division, dissolution or change of the company form must be passed by more than two-thirds of the voting rights held by the shareholders present at the meeting.

It should be noted that if the shares held by shareholders are "preferred shares", this part of the shareholders generally have no voting rights at the general meeting, or their voting rights are subject to various restrictions. However, if the dividend on the "preferred stock" is defaulted, these shareholders usually have the right to vote.