I believe that everyone can often see words such as founders, partners, chairmen, and CEOs in their daily lives, but there is only a vague impression of what they are doing. Among them, the same role has different titles and names, and the same person can have multiple identities at the same time, which is easy to cause certain understanding deviations for many friends.
Let's take a look at it together.
First, we need to understand the relationship between the company's governance structure, as shown in the figure:
1. Founder
It generally refers to the main founder of a company (including organizations, societies, funds, etc.), or the first person to propose the concept of events, or the founder of an institution.
For example: Jack Ma is the founder of Alibaba, Ma Huateng is the founder of Tencent, Lei Jun is the founder of Xiaomi, and so on. In practice, founders can become shareholders, chairman, presidents, and founding partners.
2. Partner
Generally refers to a natural or legal person who makes a partnership investment in its assets (including tangible assets and intangible assets), participates in the partnership operation, and enjoys rights and obligations under the partnership agreement, and assumes unlimited (or limited) liability for the debts of the enterprise, and the partnership system includes two forms: general partnership system and limited partnership system.
The earliest and more common partnership system in China are accounting firms, law firms and consulting firms. In recent years, many real economies are also actively trying and exploring the partnership system, such as Alibaba, Xiaomi, Vanke, etc., and the partnership system of Ali and Xiaomi is being hotly discussed and sought after by the industry.
The biggest advantage of the partnership system lies in its flexible organizational form, the scale of personnel can be large or small, the income tax policy is preferential, the benefit sharing and risk sharing are shared, and the sense of belonging and work enthusiasm of partners is enhanced. Compared with the traditional labor contract system, the partnership system has obvious flexibility and advantages.
In practical application, some companies subdivide partners into different levels and multiple levels such as business partners, business partners, senior partners, and founding partners according to their own needs.
3. Legal person
Generally refers to an organization that has the capacity for civil rights and civil conduct, and independently enjoys civil rights and undertakes civil obligations in accordance with law. Enterprises can generally be divided into legal person enterprises and unincorporated enterprises. Among them, the corporate enterprise bears limited liability, which is divided into two types: limited liability company and joint stock limited company. Non-corporate enterprises bear unlimited liability, including self-employed persons, partnerships, etc.
Therefore, a legal person is a specific organization, such as a business or community organization, rather than referring to a position and an individual.
4. Legal representative
Generally refers to the main responsible person who exercises civil rights and performs civil obligations on behalf of legal persons in accordance with law. The legal representative can be any one of the chairman, president, general manager, just as a country must have a legal head of state, this head of state can be called "chairman", can also be called "president", can also be called "prime minister" and so on.
His most important function is to exercise legal rights and fulfill legal obligations on behalf of the country.
5. Actual controller
The actual controller will generally be mentioned in the information disclosure of the listed company or enterprise in the process of listing, and usually the actual controller can be the controlling shareholder of the enterprise, the shareholder of the controlling shareholder of the enterprise, or even other natural persons in addition.
For example, group A has an independent holding listed subsidiary B, and group A was originally established by the largest founding shareholder, Li Mou, so for company B, the real actual controller behind it should be Li and not Group A.
6. Shareholders
Usually refers to the capital contribution or investor of the enterprise, because of its capital contribution to become the owner or asset owner of the enterprise, has the highest decision-making power over the operation of the enterprise, and has the final distribution right to the property of the enterprise, but the exercise of its rights must pass the shareholders' (large) meeting, and a single shareholder cannot independently exercise the shareholder rights even if it has a controlling right, otherwise it will be suspected of infringing on the interests of minority shareholders.
Shareholders can be divided into major shareholders and small shareholders, and major shareholders can be divided into absolute controlling major shareholders and relatively controlling major shareholders.
7. Chairman of the Board
Generally in the "Articles of Association" to set up a board of directors of the legal person enterprise will have the position of chairman of the board, usually by the shareholders through the shareholders' meeting to elect or elect directors, the composition of the board of directors, the board of directors is on behalf of the shareholders' meeting to exercise power of the body, the shareholders' meeting is similar to the National People's Congress, the board of directors is similar to the Standing Committee of the National People's Congress, during the shareholders' meeting adjournment, the board of directors on behalf of the shareholders' meeting, and the directors are similar to the people's congress deputies, is the shareholders' power representative in the board of directors.
The chairman of the board is usually the highest person in charge of the board of directors, and is generally appointed by the major shareholder of the enterprise or personally served concurrently. When a joint-stock enterprise is registered, the chairman of the board of directors is usually the legal representative of the enterprise.
In recent years, in addition to the frequent observation of some unlisted joint-stock limited companies and joint-stock listed companies with chairmen or board chairmen, there are many non-joint-stock micro, small and medium-sized enterprises (which have not yet set up a board of directors) have also begun to abuse and abuse the title of "chairman", and they confuse the roles of shareholders, chairman and general manager.
8、CEO
CEO usually refers to the CEO of an enterprise, which is especially common in the disclosure of management information of foreign-funded enterprises and overseas companies (such as Hong Kong, the United States, etc.). However, in recent years, this title has also been favored by many unlisted non-joint-stock small and medium-sized micro enterprises in China, and the CEOs are almost all over the sky, and there is even a phenomenon of mixed use and abuse of CEOs, presidents and general managers.
The real CEO should be one of the important members of the board of directors, and his position and power should be below the chairman, above the president or general manager and other senior executives.
9. President
Generally in large group enterprises are more common, its position level and power is generally one level lower than the chairman and CEO, but in reality we sometimes see that some companies will have a chairman and CEO and president, or CEO and president or chairman and president of a person multi-job situation, this kind of part-time work is actually mostly based on the company founder part-time is more common, but from the perspective of corporate governance, there are still some problems.
10. General Manager
Generally in all kinds of enterprises are more common, the general manager is actually a professional manager hired by the board of directors, its main function is to specifically implement and implement the business and management decisions made by the board of directors, responsible for the daily operation and management of the enterprise.
In modern enterprises, the board of directors is mainly responsible for managing the strategy and decision-making of the general manager, and the general manager is mainly responsible for the implementation and implementation of specific decisions.
But in practice, we found that the position of general manager is more and more extensive, in addition to some group company headquarters, business units and molecular companies of the head of the called "general manager", there are now some heads of functional departments of enterprises are also called "general manager", but this "general manager" is essentially similar to "director", such as Yili, Wanda and other enterprise groups have "human resources general manager", but different levels of "general manager" represent different meanings and responsibilities.
11. Director
Usually refers to the highest person in charge of a professional field in the enterprise, such as administrative director, financial director, human resources director, etc., whose position level and power are generally between the president (or general manager) and the department manager, under the authorization of the president (or general manager) and the vice president (or deputy general manager), responsible for the management of a certain professional field, and responsible for the company's president (or general manager) or vice president (or deputy general manager).
However, in practice, the "director" position of some companies belongs to senior executives, while the "director" position of some companies belongs to middle-level managers, and the names of the two are the same, but the functional positioning and power levels are far apart.