为什么要建立公司治理结构? 只是为了在网站和公司简介上对外宣传京好看吗? 事实上在公司初创期两三个股东时,特别是大般东转股 67%上,大股东担任公司执行董事兼总经理,大股东、董事和总经理都是一个人这种情况下,公司治理结构体现的是高度集权,和个体户的管罗模这发实质上的区别,决策正确是大股东一个人的功劳,决策失败也是大股车个人承担,其他人没有必要冒着得罪你的风险指出你的错误,也发人为了阻挡你犯错而让你不开心。另外,就算有这样的积极分子,也不能通过彩东会或董事会等议事规则来引起你的是够重视,公司治理结构难于发餐病有的作用。但是,分工比较多,有一定规模的公司就必须建立与之相活病的治理结构以发挥如下功能,
Why establish a corporate governance structure? Is it just to promote Beijing Beauty on the website and company profile? In fact, during the initial stage of the company, when there were two or three shareholders, especially in the 67% of the shares converted by General Motors, the major shareholder served as the executive director and general manager of the company, and the major shareholder, director, and general manager were all one person. In this situation, the corporate governance structure reflects a high degree of centralization of power, which is essentially different from the management model of individual businesses. The correct decision-making is the responsibility of the major shareholder alone, and the failure of decision-making is also the responsibility of the major shareholders themselves, There is no need for others to take the risk of offending you and point out your mistakes, and others may make you unhappy in order to prevent you from making mistakes. In addition, even if there are such activists, they cannot be sufficiently valued through the rules of procedure of the Caidong meeting or the board of directors, as the corporate governance structure is difficult to play a role. However, due to the diverse division of labor, companies with a certain scale must establish a corresponding governance structure to play the following functions,
1,保证投资者《股东)的投资回报
1. Ensure the investment return of investors (shareholders)
在所有权与经营权分离的情况下,由于股权分散,股东有可能失老多制权,企业被内部人 管理层) 所控制。这时实际控制公司的管理层为了自身利益大化,为了公司短期业绩好看,有可能做出损害公司长期利益的决策,终侵害股东的利益。为了防止出现这种情况,公司应当建支究萨的董事会和监事会议事规则,这可以及时制止管理层的短期行为,以会证公司的长期利益和股东的投资回报。
In the case of separation of ownership and management rights, due to the dispersion of equity, shareholders may lose ownership and the enterprise may be controlled by internal management. At this point, the management who actually control the company may make decisions that harm the long-term interests of the company in order to maximize their own interests and improve the company's short-term performance, ultimately infringing on the interests of shareholders. In order to prevent such situations from occurring, the company should establish rules of procedure for the board of directors and supervisory meetings, which can timely stop short-term behavior of the management and verify the long-term interests of the company and the investment returns of shareholders.
2,协调企业内各利益群体的关系
2. Coordinate the relationships among various interest groups within the enterprise
这种协调包括对经理层与其他员工的激励,以及对高层管理者的制约处理好企业内部分工协作关系,构建股东会、董事会、监事会及管理层相互配合适度制约的关系。可以避免因高管决策失误给企业造成不利影响减少企业因人事关系而产生的内耗。
This coordination includes incentives for managers and other employees, as well as constraints on top management. It involves handling the internal division of labor and collaboration within the enterprise, and building a moderately restrictive relationship between the shareholders' meeting, board of directors, supervisory board, and management. It can avoid adverse effects on the enterprise caused by executive decision-making errors and reduce internal friction caused by personnel relationships.
3.提高企业自身抗风险能力
3. Improve the enterprise's own risk resistance ability
随着企业发展不断提速,规模不断扩大,股东与企业的利益关系、企业内各利益群体的关系、企业与其他企业关系及企业与政府的关系将越来越复杂,风险不断增加,尤其是法律风险。合理的公司治理结构,能有效的化解各利益关系的冲突,增强企业自身的抗风险能力。
With the continuous acceleration of enterprise development and expansion of scale, the relationship between shareholders and the enterprise, the relationship between various interest groups within the enterprise, the relationship between the enterprise and other enterprises, and the relationship between the enterprise and the government will become increasingly complex, and risks will continue to increase, especially legal risks. A reasonable corporate governance structure can effectively resolve conflicts of interests and enhance the company's ability to resist risks.
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