First of all, establishing and perfecting organizational structure can promote enterprises to establish modern enterprise system. How can enterprises remain successful forever? This depends on the system. This system is the modern enterprise system. It is a modern enterprise system based on the perfect enterprise legal person system, guaranteed by the limited liability system, with corporate enterprises as the main form, with clear property rights, clear rights and responsibilities, separation of government from enterprises and scientific management as the conditions. It can be seen that the core of modern enterprise system is organizational structure; In other words, enterprises that implement modern enterprise system should have a scientific and perfect organizational structure. It can also be said that the establishment of a modern enterprise system must start with the organizational structure. From the practice of enterprises in developed market economy countries and modern enterprises in China, corporate governance, management system and operation mechanism are eternal themes.
Second, establishing and perfecting the organizational structure can effectively prevent and resolve all kinds of fraud risks.
Collusion fraud is an inevitable "cancer" in the process of enterprise management and development, and it is also one of the difficulties in the construction of internal control. The huge loss case of Cao (Singapore) Co., Ltd., which shocked China and foreign countries in June 5438+065438+ 10, 2004, is a typical case.
Third, the establishment and improvement of organizational structure can provide important support for strengthening the internal control construction of enterprises. Organizational structure is an organic part of an enterprise's internal environment, and it is also the infrastructure and platform carrier for enterprises to carry out risk assessment, implement control activities, promote information communication and strengthen internal supervision. A scientific and efficient organizational structure with division of labor, cooperation and checks and balances can enable enterprises to identify and analyze risks from top to bottom, and then take control measures to deal with them. It can promote the timely, accurate and smooth transmission of information between all levels within enterprises and between enterprises and external stakeholders, and enhance the strength and efficiency of daily supervision and special supervision. Organizational structure guidance focuses on how enterprises should design and operate organizational structure, and the core is how to strengthen risk management and control in organizational structure. The main contents of the Organizational Structure Guidelines include: the necessity and basis of formulating the Guidelines, the essence of organizational structure, the main risks that should be paid attention to in the process of design and operation, and how to design and operate the organizational structure, which is divided into three chapters and eleven articles.
The essence of organizational structure can be understood from two aspects: governance structure and internal institutions.
Among them, the governance structure is the organizational structure of corporate governance. It is the necessary organizational basis for enterprises to become legal persons who can have various economic relations with external subjects. Specifically, it refers to the establishment of legal entities with different levels and functions and their related corporate governance structures in accordance with relevant laws and regulations, so that enterprises can have specific rights and perform corresponding obligations within the framework permitted by law to protect the basic rights and interests of all stakeholders. Internal organization is the organizational structure of the enterprise's internal organization level.
It means that enterprises set up different levels of managers and their management teams composed of professionals according to the needs of business development, and exercise the power of decision-making, planning, execution, supervision and evaluation according to various business functions and undertake corresponding obligations, thus providing a supporting platform for the smooth development of business and the realization of enterprise development strategy. An enterprise shall choose an internal organization type suitable for the enterprise according to its development strategy, business needs and control requirements.
Regarding the main risks in the design and operation of organizational structure, the Guidelines for Organizational Structure elaborated from the perspectives of governance structure and internal institutions.
(A) From the perspective of governance structure, the main risks are: governance structure exists in name only, Chapter 1, Article 3. First, whether the convening of the shareholders' meeting is standardized and effective, and whether the shareholders can exercise their rights through the shareholders' meeting; Second, whether the enterprise and the controlling shareholder are independent of each other in assets, finance and personnel, and whether the related transactions between the enterprise and the controlling shareholder implement the principles of equality, openness and voluntariness; Third, whether the relevant information of the controlling shareholder is disclosed in a timely and complete manner as required; Fourth, whether the enterprise has taken necessary measures to protect the rights and interests of minority shareholders, so that minority shareholders can attend the shareholders' meeting on the same terms as major shareholders, obtain information consistent with major shareholders, and exercise corresponding rights; Fifthly, whether the board of directors is independent of managers and major shareholders, and whether there are an appropriate number of independent directors in the board of directors and its audit committee and they can play an effective role; Sixth, whether the directors have a clear understanding of their rights and responsibilities, and whether they have enough knowledge, experience and time to perform their duties diligently, honestly and conscientiously; Seventh, whether the board of directors can ensure the establishment and implementation of effective internal control, examine and approve the development strategy and major decisions of the enterprise and regularly check and evaluate their implementation, clearly define the acceptable risk tolerance of the enterprise, and urge the management to supervise and evaluate the effectiveness of internal control; Eighth, whether the composition of the board of supervisors can ensure its independence, and whether the ability of supervisors matches the related fields; Nine, whether the board of supervisors can operate effectively, supervise the board of directors and managers to perform their duties correctly, and correct the behavior that harms the interests of enterprises; Tenth, whether there is a necessary supervision and restraint mechanism for managers' power.
(2) From the perspective of internal institutions, the main risks are: unscientific design of internal institutions and unreasonable distribution of powers and responsibilities, which may lead to overlapping institutions, overlapping or missing functions, mutual shirking and low operation efficiency. The concrete manifestations are as follows: first, whether the internal organization of the enterprise considers the nature of business and sets it according to the appropriate centralized or decentralized management mode; Second, whether the enterprise has a clear written explanation and regulations on the internal organizational structure, the responsibilities and authorities of various functional departments, and the organizational operation process, and whether there is a phenomenon of missing or overlapping key functions; Third, whether the internal organization of the enterprise supports the implementation of the development strategy and makes timely adjustments according to environmental changes; Fourth, whether the design and operation of the internal organization of the enterprise meet the requirements of information communication, whether it is conducive to the uploading, distribution and transmission of information at all levels and business activities, and whether it is conducive to providing employees with the information they need to perform their functions and powers; Fifth, whether employees in key positions have a clear understanding of their rights and responsibilities, whether they have enough ability to perform their rights and responsibilities, and whether they have established a rotation system and a compulsory vacation system for employees in key positions; Sixth, whether the enterprise has clear rules and regulations on the authority of directors, supervisors, senior managers and all employees, and whether there are official records on authorization; Seventh, whether the enterprise has properly described and explained the job responsibilities, and whether there are incompatible jobs that have not been separated; Eighth, whether the enterprise has audited and supervised the setting and performance of the authority, and whether it has corrected and dealt with the behavior of exceeding the authority or lacking the authority in time. The design of organizational structure is mainly aimed at the newly established enterprises according to the company law and the transformation of existing enterprises and institutions into corporate enterprises before the promulgation of the company law. Enterprises that have operated according to the Company Law should focus on how to improve the mechanism and ensure the effective operation of the organizational structure.
When designing the organizational structure, enterprises must consider the requirements of internal control, reasonably determine the rights and responsibilities of management and internal departments, and establish an appropriate reporting relationship. It should not only ensure the efficient operation of the enterprise, but also make corresponding adjustments and changes to meet the needs of the internal control environment. Specifically, at least the following principles should be followed: first, according to the law; Second, it helps to realize the development strategy; Third, it must meet the requirements of management control; Fourth, we should be able to adapt to changes in the internal and external environment.
(A) the design of corporate governance structure
1. General requirements for corporate governance structure design
The governance structure involves shareholders' meeting, board of directors, board of supervisors and managers. An enterprise shall, in accordance with the provisions of relevant laws and regulations of the state, clarify the responsibilities, powers and responsibilities, qualifications, rules of procedure and working procedures of the board of directors, the board of supervisors and the managers in accordance with the principles of mutual independence, clear rights and responsibilities and mutual checks and balances among decision-making bodies, executive bodies and supervisory bodies.
From the perspective of internal control construction, if there are defects in the design of governance structure from the beginning, it will inevitably cause serious damage to the long-term development of enterprises in the future. For example, in the process of drafting the organizational structure guidelines, we found that some listed companies did not set up "real" audit committees under the board of directors, and their members only "formally" met the requirements of relevant laws and regulations, resulting in their incompetence or even "unwillingness" to perform their functions. For example, some members of the board of supervisors of listed companies have a certain relationship with the listed chairman, so it is difficult to act impartially in the follow-up work, which directly or indirectly damages the legitimate rights and interests of shareholders, especially minority shareholders.
For another example, some listed companies let someone serve as the chairman because of unreasonable organizational structure design during listing and reorganization, but in fact, the general manager of the company is the real "chairman" behind the scenes. These are all worthy of attention of enterprises and should be avoided as far as possible in the design of organizational structure. Because of this, the guidelines for organizational structure are clear. Please refer to Article 4 in Chapter 2.
2. Special requirements for the governance structure of listed companies
The design of governance structure of listed companies should fully reflect its "publicity". Its special features are as follows: First, establish an independent director system. The board of directors of a listed company shall establish independent directors, who shall be independent of the company where they work and its major shareholders. An independent director may not hold any post other than an independent director in a listed company. Independent directors should conscientiously perform their duties in accordance with relevant laws and regulations and the articles of association, safeguard the overall interests of the company, and pay special attention to the legitimate rights and interests of minority shareholders. Independent directors shall perform their duties independently and shall not be influenced by major shareholders, actual controllers or other units or individuals with interests in listed companies.
Second, the special requirements of the special committees of the board of directors. In the audit committee, remuneration and assessment committee under the board of directors of listed companies, independent directors should be in the majority and serve as the person in charge, and at least one independent director in the audit committee is an accounting professional. Among the professional committees of the board of directors, the audit committee plays an important role in the establishment, improvement and effective implementation of internal control. The Audit Committee is responsible to the Board of Directors, supervises the management on behalf of the Board of Directors, and focuses on strengthening the supervision of the financial reports and internal control evaluation reports provided by the management. At the same time, through the guidance and supervision of internal audit and external audit, the independence of internal audit and external audit will be improved, and an independent supervision and control mechanism will be established between information disclosure, internal audit and external audit.
The third is to set up a secretary of the board of directors. A listed company shall establish a secretary of the board of directors, who shall be a senior manager of the listed company and be directly responsible to the board of directors, nominated by the chairman and appointed and removed by the board of directors. In the practice of listed companies, the secretary of the board of directors plays an important role, responsible for the preparation of shareholders' meetings and board meetings, file keeping, the management of shareholders' information, and the handling of information disclosure.
3. Special requirements for the design of governance structure of wholly state-owned enterprises
Wholly state-owned enterprises are unique enterprise groups in China, and their governance structure design should fully reflect their characteristics. Mainly manifested in: first, the state-owned assets supervision and administration institution acts as the authority of the shareholders' (general) meeting. A wholly state-owned enterprise does not have a shareholders' meeting, and the state-owned assets supervision and administration institution exercises the functions and powers of the shareholders' meeting.
The board of directors of a wholly state-owned enterprise may exercise the functions and powers of the shareholders' (general) meeting according to the authorized part and decide on major issues of the company, but the merger, division, dissolution, increase or decrease of registered capital and issuance of corporate bonds of the company must be decided by the state-owned assets supervision and administration institution.
Second, the members of the board of directors of a wholly state-owned enterprise should include representatives of the employees of the company. Members of the board of directors are appointed by the state-owned assets supervision and administration institution; However, the employee representatives among the board members are elected by the company's employee congress. The chairman and vice-chairman of a wholly state-owned enterprise shall be appointed by the state-owned assets supervision and administration institution from among the board members.
Third, the members of the board of supervisors of wholly state-owned enterprises are appointed by the state-owned assets supervision and administration institution; However, the employee representatives among the members of the board of supervisors are elected by the employee congress of the company. The chairman of the board of supervisors shall be appointed by the state-owned assets supervision and administration institution from among the members of the board of supervisors.
Fourth, external directors are nominated and recommended by the state-owned assets supervision and administration institution, and are held by people outside the company. External directors shall not hold other positions in the enterprise they work for during their term of office. The external director system is of great significance for standardizing the governance structure of wholly state-owned companies, improving the scientific decision-making and preventing major risks.
(B) internal structure design
Internal organizational design is the key link of organizational structure design. Only internal organizations that meet the business characteristics and internal control requirements of enterprises can play a positive role in promoting the development goals of enterprises. Specifically: First of all, see Article 6 in Chapter 2 for details.
Second, refer to Article 7 of Chapter II.
In the process of internal organization design, we should embody the principle of separation of incompatible posts, identify incompatible posts as much as possible, and set up an internal containment mechanism according to the relevant risk assessment results. Especially when dealing with major or high-risk business processes, we must consider establishing isolation and containment among all levels, departments and posts. For some incompatible posts that can't be handled alone because of few personnel and simple business, enterprises should formulate feasible alternative control measures.
Thirdly, referring to Article 8 of Chapter II, it is worth pointing out that it is very important to establish the authority guidance and authorization mechanism in internal organization design. Under the guidance of authority, employees at different levels will know how to exercise and bear corresponding responsibilities, which is also conducive to the assessment and evaluation afterwards. "Authorization" means that all decisions and business of the enterprise must be handled by personnel with appropriate authority, which is granted through the articles of association or other appropriate means.
Employees at all levels within the enterprise must obtain corresponding authorization before they can make decisions or carry out business, and it is strictly forbidden to exceed their authority. According to the different objects and forms of authorization, authorization can be divided into conventional authorization and special authorization. Conventional authorization is generally aimed at the procedural and repetitive work in the daily operation and management of enterprises, which can be clearly stipulated in the post (post) specification officially promulgated by enterprises, or can be realized by formulating special authority guidelines. Special authorization is generally granted by the board of directors to the manager or manager to handle emergencies (such as legal disputes), make major decisions, and handle daily work instead of superiors.
(C) the "triple a big" special consideration
In practice, many major economic cases, whether listed companies or other enterprises, involve "three majors and one big one", that is, "major decisions, major issues, important personnel appointment and removal, and the use of large amounts of funds".
To this end, the Organizational Structure Guide clearly requires, as shown in Chapter 2, Article 5. This requirement is a summary of the excellent management experience of some enterprises in China, which can effectively avoid the phenomenon of "inconsistent words" and "passing by". In particular, the implementation of collective decision-making and joint countersignature system in the "three major projects" is conducive to promoting state-owned enterprises to improve their governance structure and modern enterprise system.
Fourth, about the operation of the organizational structure.
The operation of organizational structure involves the new corporate governance structure and the operation of internal institutions, as well as the comprehensive combing of the organizational structure of surviving enterprises.
To this end, the Guide to Organizational Structure clearly states, see Chapter III, Article 9.
How to comb? From the perspective of governance structure, we should focus on two aspects. First, pay attention to the qualifications and performance of senior managers such as directors, supervisors and managers.
As far as the qualification is concerned, it focuses on behavioral ability, ethics, management quality and appointment procedures. As far as performing duties is concerned, it focuses on compliance, performing duties and fulfilling loyalty and diligence obligations. The second is to pay attention to the operation effect of the board of directors, the board of supervisors and the management.
In this respect, we should pay attention to: whether the board of directors convenes the shareholders' meeting regularly or irregularly on time and reports to the shareholders' meeting; Whether the resolutions of the shareholders' meeting have been strictly and conscientiously implemented; Whether to hire or dismiss managers and other senior personnel reasonably. Whether the Board of Supervisors supervises the behaviors of directors and senior managers in accordance with the regulations; When it is found that it violates relevant laws and regulations or damages the interests of the company, can it be suggested to dismiss it or stop correcting its behavior? Whether the management seriously and effectively organizes and implements the resolutions of the board of directors; Whether to organize and implement the annual production and operation plan and investment plan formulated by the board of directors seriously and effectively; Whether the production and operation plans and performance targets set by the board of directors can be achieved.
From the perspective of internal institutions, the focus is on the rationality and efficiency of internal institutions. From the perspective of rationality, we should pay attention to: whether the internal organization adapts to the changes of internal and external environment; Whether it is oriented to development goals; Whether meeting the professional division of labor and cooperation will help enterprises improve labor productivity; Whether the powers and responsibilities of institutions and posts are clear, whether there are overlapping powers and responsibilities, and whether there are only rights without corresponding responsibilities and obligations. From the perspective of efficient operation, we should focus on whether the division of responsibilities of internal institutions has been adjusted in time for changes in the market environment. Especially when the enterprise is facing an important event or crisis, the coordination of the division of responsibilities between institutions can better test the efficiency of internal institutions. In addition, we should pay attention to the efficiency evaluation of power checks and balances, including whether the institutional power is too large and whether there are supervision loopholes; Whether the institutional power is overhead; Whether there is power imbalance within or between institutions. To sort out the efficiency of internal institutions, we should also pay attention to whether the operation of internal institutions is conducive to ensuring the timely and smooth flow of information and achieving the purpose of rapid communication between institutions. Evaluating the efficiency of information communication in the operation of internal institutions generally includes whether the information flow between internal institutions is smooth and whether there is information blockage; Whether the information is circulated in time and whether there is information lag under the existing organizational structure; Whether the circulation of information in the organizational structure helps to improve efficiency and whether there is communication.
When an enterprise develops into a group company, we should pay enough attention to the organization structure. To this end, the Organizational Structure Guide emphasizes: See Chapter III, Article 10 for details. On the one hand, it echoes the requirements of organizational structure design, and it is also a particularly noteworthy problem in current enterprise practice.
On the basis of comprehensively sorting out the governance structure and internal institutions, enterprises should also make a comprehensive evaluation on the efficiency and effect of organizational structure design and operation on a regular basis, with the aim of finding possible defects, optimizing and adjusting in time, and making the organizational structure of the company always in an efficient operation state.
In short, only by constantly improving the corporate governance structure and constantly optimizing the internal organizational setup can we consolidate the risk management foundation, improve the efficiency of operation and management, and maintain healthy and sustainable development in today's fierce domestic and international market economy competition.