Speaking of the Republic of China Minsheng Company and a board of directors, many people are at a loss, either do not know the reason for the matter, or they hold a false prejudice. As everyone knows, Minsheng Industrial Co., Ltd. is a private group enterprise in the form of shares. The reason why it is called the representative of modern national industry is because not only the equity holders are Chinese, but also covers shipping, mining, electrical, machinery, textiles, etc., which is a microcosm of the modern national industry that has risen in difficulties.
<h1 class="pgc-h-arrow-right" data-track="94" > board of directors is not fictitious</h1>
Since its establishment in 1926, the Republic of China Minsheng Industrial Co., Ltd. has formulated a standardized company articles of association, after all, Zheng Dongqin stayed in Japan to study law and politics, and then engaged in politics for many years. With the development of enterprises, although certain additions or modifications have been made later, the nature, framework, responsibilities and rights have not changed.
The company's organizational system can be summarized as the board of directors and supervisory board of directors, which represents the interests of shareholders and is elected by the shareholders' general meeting, has jurisdiction over the head office, and has the general affairs office, shipping department, business department, accounting office and economic research office.
Zheng Dongqin, chairman of Minsheng Industrial Co., Ltd
As a result, the board of directors is at the top of the pyramid in the organizational structure and has supreme power, which is not the mistake people think of the board as useless today. Of course, it is also understandable that perhaps historical reasons or some kind of hype have caused this illusory understanding.
In fact, the board of directors of Minsheng Company has unquestionable powers in the operation of the company, with external rights, personnel rights, accounting rights and supervision rights.
According to Article 22 of its articles of association, the board of directors has the authority to represent the company externally, appoint and dismiss the manager, convene a shareholders' meeting, approve the company's incoming and outgoing funds and all accounts, decide on the matter of response, inspect the business situation and monitor the implementation of the decision.
In 1937, minsheng company owned 62 steamships
In addition, Article 26 of the Articles of Association of the Company stipulates that the general manager and the board of directors of the association shall appoint them. Article 28 of the Articles of Association stipulates that the increase or decrease in the number of staff of the head office and various parts of the company shall be submitted to the board of directors for approval by the general manager in response to the needs of the affairs, while Article 29 stipulates that the salaries of the general manager, the assistant, the manager and the manager shall be decided by the board of directors, and the salaries of the remaining staff shall be approved by the general manager and reported to the board of directors for reference. From these regulations, it can be seen that the board of directors participates in the management of the company's personnel.
<h1 class="pgc-h-arrow-right" data-track="95" > board meeting decisions</h1>
Taking the board of directors in 1937 as an example, the chairman Zheng Dongqin, the executive directors were Song Ziwen, Wei Wenhan, Hu Junzhuang, Zhou Xiaohuai and other four people, and the directors were Liu Hangchen, Zhang Gongquan, Du Yuesheng, Huang Renzhi, Kang Xinru, Tang Yizhi, He Beiheng, Du Chongyuan, Geng Bucheng, Li Zuocheng, Pan Changyou, Lian Yaguo and other twelve people, that is to say, there were seventeen members on the board of directors. In addition, the inspectors included Wang Yiling, Gan Diankui, Ren Wangnan, Zhao Zisheng, Wang Weizhen, Zuo Defan, Zhou Chunqin, Jiang Xianglin and other eight people.
In 1937, there were four executive directors of the board of directors of Minsheng Company
List of directors of the board of directors of Minsheng Company in 1937
The general board of directors meets every three months, and the standing board of directors meets once a month. The general manager may submit the plan report to the board of directors and attend the meeting, but the general manager is not eligible to participate in the meeting at the time of the decision, because the general manager is not a member of the board. Therefore, the company's major decisions are decided by the board of directors, and after the formation of the proposal, the board of directors supervises the implementation of the decision of the head office.
This can be confirmed by a board meeting after liberation. This time, Zheng Dongqin usually presided over the board meeting to discuss public-private partnership matters, and the general manager submitted relevant business cases and attended as observers. At the time of the deliberation, The managing directors Yan Yangchu and the supervisor He Lian, who were stranded in the United States, both called the board of directors through the Hong Kong company and entrusted the general manager's representative to attend the meeting, but the company stipulated that the standing director should entrust the director to act as an agent, and the supervision should entrust the supervision agent, so the general manager was not qualified to represent them at the director's meeting.
<h1 class="pgc-h-arrow-right" data-track="96" > the protagonist of Minsheng Company</h1>
When Minsheng Company was founded in 1926, the first general meeting of shareholders was held, and Zheng Dongqin, Li Yungen, Geng Bucheng, Li Zuocheng and nine others were elected as directors, and Zheng Dongqin was elected as the chairman of the board. From 1927 to 1929, Zheng Dongqin was elected as a director or supervisor of Minsheng Company. From 1930 to 1952, Zheng Dongqin served as the chairman of the Minsheng Company.
In 1937, the board of directors of Minsheng Company was supervised
During the period, when the general manager of the company was vacant for several years due to the incident, Song Shidu and other associates served as acting general managers according to the company's articles of association and appointed by the board of directors, and there were also several years, but Zheng Dongqin never left the chairman position. Therefore, during the period, the major decisions and implementation of Minsheng Company have the shadow of Zheng Dongqin.
It is not difficult to explain why the ringing bell of the chairman's office on the top floor of the headquarters building of Minsheng Company often rings. Chairman Zheng Dongqin wanted to summon the heads of subordinate departments to interview the matter, so he rang the bell of the secretary's office and informed the secretary to make immediate arrangements.
After liberation, Zheng Dongqin suggested that the board of directors meet once a month and the standing board of directors meet once a week. Obviously, matters related to the joint venture of the company are implemented after the decision of the board of directors.
Group photo of the managers' meeting in 1951, Zheng Dongqin, chairman of the board of directors in the front row (seventh from the left), Hu Junzhuang, executive director of the sixth left, Lu Zuofu, general manager of the fifth left, and Song Shidu, manager of the eighth left
Undoubtedly, because Zheng Dongqin protected the assets of Minsheng Company, stored a large amount of gold, avoided losing overseas, transported 200 tons of explosives and thousands of oil barrels out of Shancheng, prevented Yang Sen's conspiracy to blow up Chongqing, and urged the seizure of Hong Kong ships to return to China, and finally won a loan from the Central People's Government to support Minsheng Company to turn the crisis into safety and promote the company's joint venture, etc., they all played an indispensable protagonist and a vivid role.
appendix
Articles of Association of Minsheng Industrial Co., Ltd
Chapter I General Provisions
Article 1: The Company is composed of shares in accordance with the provisions of the Company Law Co., Ltd., and is named Minsheng Industrial Co., Ltd.
Article 2: The Company aims to promote the transportation development industry.
Article 3: The Company's business is as follows:
1. Aviation; 3. Machinery industry; 4. Electrical industry; 5. Agency; Investment industry.
Article 4: The company shall set up a head office in Chongqing, a branch office or an agency office, and shall be established in each place as necessary.
Chapter II Shares
Article 5: The total share capital of the company shall be one million yuan in national currency, and five hundred yuan shall be one share, and it shall be paid in full at one time.
Article 6: The shareholders of the Company shall be limited to Chinese.
Article 7: The preferred shares issued by the Company shall enjoy the following rights, in addition to the rights due to ordinary shares:
1. Raise 5% of the red every year.
2. Subsequent offerings have the right of pre-emptive shares.
Article 8: Whoever pays full contribution to the silver shares shall be given registered shares by the Company.
Article 9: The company's shares may be freely transferred, but the transferor must return the shares to the company, and fill in the name, address and transfer of the transferee, and the company shall exchange it for new shares. If the stock is subject to a change of name due to the inheritance relationship, the procedures are the same as in the preceding paragraph.
Article 10: If there is a loss of shares, you must declare to the company that you need to reissue the shares, but you must have the guarantee of two or more people, and publish a statement, and there will be no disputes within three months.
Article 11: For new shares exchanged or actually given, a fee of one yuan per share shall be charged.
Article 12: The company settles every year, and the first ten percent of the surplus is the provident fund, the second weekly dividend is one cent, and the rest is distributed as follows:
1. 15% SPF withdrawal;
2. Increase 30% of employees' red remuneration;
3. 50% increase in dividends for shareholders;
4. Subsidies to the Cultural Fund by 5 per cent;
5. The dividend of the preferred shareholders is increased by 5%.
Chapter III Shareholders' Meeting
Article 13: The company convenes a shareholders' meeting once a year within one month after the settlement of the account, but in the event of a special emergency, the board of directors or the supervisor may convene a temporary shareholders' meeting.
Article 14: The shareholders' meeting shall be attended by more than half of the total number of shares, and its resolution shall be more than half of the shareholders' rights present, but the resolution on the change of the articles of association shall be in accordance with the provisions of Article 186 and Item 2 of the Company Law. When the number of shares in the preceding paragraph is insufficient, it may be a false decision in accordance with the provisions of Paragraph 2 of Article 100 of the Company Law, but dissolution and merger shall not apply.
Article 15: The shareholders of the Company have one right to decide on each share, but if a shareholder holds more than eleven shares, from eleven shares onwards, every two shares have one right to decide, and the shareholders with more than 30 shares shall be limited to 20 rights.
Article 16: Shareholders may present at the meeting on behalf of their family members or other shareholders, but they must issue a letter of commission and submit it to the board of directors for deposit as evidence.
Article 17: The chairman of the shareholders' meeting shall be mutually elected by the shareholders.
Chapter IV Board of Directors and Supervisors
Article 18: The company has seventeen directors and eight supervisors, and all shareholders with more than four shares may be appointed as directors, and shareholders with more than two shares may be appointed as supervisors.
Article 19: Directors and supervisors shall be elected by the shareholders' meeting by secret ballot, and those who obtain half of the votes shall be elected.
Article 20: The term of office of directors shall be two years, and the term of office of supervision shall be one year, but they may be re-elected.
Art.21: The board of directors shall have one chairman of the board of directors and four executive directors, all of whom shall be elected by each other.
Article 22: The functions and powers of the Board of Directors are as follows:
1. Representing the company externally;
2. Selection and dismissal of managers;
3. Convene a shareholders' meeting;
4. Approve the Company, incoming and outgoing payments and all accounts;
5. The resolution shall be related to the matter of the reform;
6. Inspection of business conditions;
7. Monitor the implementation of the resolution.
Article 23: The board of directors shall meet once a month, and if there is an urgent matter, the provisional board of directors may be convened.
Article 24: The Supervisor shall exercise his functions and powers in accordance with the provisions of Articles 156 to 160 of the Company Law.
Chapter V Staff
Article 25: The company has a general manager, a prime minister, the company's business affairs, an assistant to assist the general manager to perform his duties, and the general manager may act as his agent when there is an accident.
Article 26: The general manager and the board of directors of the association are appointed.
Article 27: Each branch has a manager, and the general manager of the business undertakes to handle the affairs of the branch.
Article 28: The increase or decrease of the number of staff of the head office and various parts shall be submitted to the board of directors for approval by the general manager in response to the needs of the affairs.
Article 29: The salary of the general manager, the assistant, the manager and the manager shall be determined by the board of directors, and the salaries of the remaining employees shall be approved by the general manager and reported to the board of directors for reference.
Chapter VI Supplementary Provisions
Article 30: Matters not covered by these Articles of Association shall be handled in accordance with the Company Law and other laws and regulations.
Article 31: If the various businesses carried out by the Company fall within the scope of franchised business, they shall submit a petition to the Principal Government Office for approval in accordance with various laws and regulations.
Article 32: These Statutes shall come into force on the date of submission to the Office of the Quasi-Competent Authority.
Article 33: If there is any amendment to the Articles of Association, it shall be decided by the shareholders' meeting in accordance with the law and submitted to the quasi-competent official for amendment.
The above articles of association are excerpted from the "Special Issue of the 11th Anniversary of Minsheng Industrial Co., Ltd."