董事会和股东会的关系？

The relationship between the board of directors and the shareholders' meeting?

股东会是公司的决策机关，股东会是来决策公司重大事项的很终机构。董事会执行股东会的决策，董事会提报经营方案给到股东会，股东会决策。

The shareholders' meeting is the decision-making organ of the company, and the shareholders' meeting is the ultimate institution to make decisions on major matters of the company. The board of directors implements the decisions of the shareholders' meeting. The board of directors submits the business plan to the shareholders' meeting, and the shareholders' meeting makes decisions.

董事会是由董事组成的经营决策机构，内部负责公司事务，外部代表公司。公司设董事会，由股东大会选举。股东大会是公司的很高权利机关，由全体股东组成，有权选拔和解除董事，对公司的经营管理有广泛的决策权。

The board of directors is a business decision-making body composed of directors, which is responsible for the company's affairs internally and represents the company externally. The company has a board of directors, which is elected by the general meeting of shareholders. The general meeting of shareholders is the high authority of the company, which is composed of all shareholders, has the right to select and remove directors, and has extensive decision-making power over the operation and management of the company.

它是股东作为企业财产的所有者，对企业行使财产管理权的组织。企业的所有重大人事任免和重大经营决策一般只有经股东大会认可和批准有效。

It is an organization in which shareholders, as the owners of enterprise property, exercise property management rights over enterprises. Generally, all major personnel appointments and removals and major business decisions of the enterprise are only valid after being recognized and approved by the general meeting of shareholders.

董事会由股东大会选举产生，是股东大会的代理机构，代表股东大会（或股东大会）行使公司的管理权限。董事会的决议须符合股东大会的决议。如有冲突，以股东大会的决议为准；股东大会可以否决董事会的决议，直到董事会重组和解散。

The board of directors, elected by the general meeting of shareholders, is the agency of the general meeting of shareholders and exercises the management authority of the company on behalf of the general meeting of shareholders (or the general meeting of shareholders). The resolution of the board of directors must comply with the resolution of the general meeting of shareholders. In case of conflict, the resolution of the general meeting of shareholders shall prevail; The general meeting of shareholders may veto the resolution of the board of directors until the reorganization and dissolution of the board of directors.

创始人掌控公司董事会的方法？

How do founders control the company's board of directors?

公司章程约定创始人有提名公司过半数董事会或2/3成员的权利。创始人有提名公司董事长的权利，新提名的董事长须上一任董事长通过才行。创始人设定董事会的须参与权，也就是说创始人不参与召开的董事会，决议无效。

The articles of association stipulates that the founder has the right to nominate more than half of the board of directors or 2/3 members of the company. The founder has the right to nominate the chairman of the company, and the newly nominated chairman must be approved by the previous chairman. The founder sets the right to participate in the board of directors, that is, if the founder does not participate in the convening of the board of directors, the resolution is invalid.

董事会。董事会按照人头数表决，少数服从多数。公司章程一般约定过半数或2/3同意的这个事就可以通过。能真正组建董事会的公司相对都是比较正规的公司，一般我们中小企业公司都约定创始人是公司的执行董事，就是说了算的那个。创始人既是执行董事又是总经理。就不组建董事会了。

Board of directors. The board of directors votes according to the number of heads, and the minority is subordinate to the majority. The articles of association generally stipulates that the matter can be passed if it is agreed by more than half or 2/3. The companies that can really set up a board of directors are relatively formal companies. Generally, our small and medium-sized enterprises agree that the founder is the executive director of the company, which is the one that the final say. The founder is both an executive director and a general manager. No board of directors.

股东会的表决方式？

Voting method of the shareholders' meeting?

股东会按照持股的比例行使表决权。过半数决定一般事项，过2/3决定重大事项，重大事项除公司法约定的7个重大事项外，也可以在章程中约定其他的一些事项为重大事项，比如财务总监的任免权等。因为股东之间的矛盾往往是是从财务权的争夺开始的。

The shareholders' meeting shall exercise voting rights according to the proportion of shareholding. More than half decide on general matters and more than 2/3 decide on major matters. In addition to the seven major matters agreed in the company law, other matters can also be agreed in the articles of association as major matters, such as the right to appoint and remove the chief financial officer. Because the contradiction between shareholders often starts from the fight for financial rights.

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