Reborn, back to a small county town to become a wealthy family

Chapter 804 The Supervisory Board is a Double-Edged Sword
After the halftime break, Luo Yang and Wen Wan returned to the small conference room.

"You guys continue."

Luo Yang said to Sun Dexiang and Chen Zhibin, "Try to finish within half an hour."

The bottom left corner of the PPT shows that there are 5 pages of content left, so there should only be one question. Even if it needs to be discussed, it shouldn't take more than half an hour.

"Chairman, the most important part left is for you to decide."

As Sun Dexiang flipped through the PPT slides, he said to Luo Yang, "This part is the final piece of the puzzle needed for the organizational restructuring. We're listing it not for discussion, but to remind the chairman to finalize this matter as soon as possible, because many revised draft resolutions will require review by the new board of directors, including the dual-track training system for classifying all company personnel. This directly relates to everyone's salary and bonuses, as well as their future career advancement opportunities, so it's very important."

As he got to this point, he flipped through several pages, all of which contained documents that required approval from the newly formed board of directors.

Luo Yang gave Sun Dexiang and Chen Zhibin a deep look.

It seems they are aware of what they should and shouldn't discuss.

"Apart from Team Leader Sun and Team Leader Chen, everyone else can leave now."

Luo Yang tapped the table with his finger, then looked at Wen Wan and said, "Turn off the projector. You take the meeting notes."

"Okay, boss."

Wen Wan nodded and opened the notebook on the table, waiting for Chen Zhibin to turn off the projector.

"You are more professional in this area, so let me ask you a question first."

Luo Yang looked at Sun Dexiang and Chen Zhibin and said, "So far, Ling Shi Gong Group does not have any listed companies, so when forming the board of directors, do we need to follow a standard template?"

According to the Company Law, a limited liability company shall have a board of directors consisting of three to thirteen members; a joint-stock company shall have a board of directors consisting of five to nineteen members.

Sun Dexiang spoke again, replying: "A limited liability company with a small number of shareholders or a small scale may appoint one executive director but not a board of directors. The executive director's powers are stipulated in the company's articles of association. The board of directors shall have one chairman and may appoint a vice chairman. The chairman and vice chairman shall be elected by a majority vote of all directors, and the method of their election shall be stipulated in the company's articles of association."

These are all references in company law, now presented to Luo Yang for his decision-making.

Unlike issues in company operations and management, where subordinates can come up with three options (A, B, and C) for the boss to choose from, this is a major decision for the company's board of directors, so the fewer suggestions from subordinates, the better.

According to company law, is it optional to appoint an executive director?

Luo Yang clicked his tongue and said, "The position of vice chairman is a bit troublesome."

He spoke very softly, almost in a whisper.

After a moment of contemplation, Luo Yang looked up and asked, "Are there any other regulations? For example, the establishment of a supervisory board, or a board secretary, etc."

Whether a company appoints a board secretary depends on whether it is a listed company. Listed companies are legally required to appoint a board secretary to ensure the standardization and transparency of the company's operations. Non-listed companies can decide for themselves whether to appoint a board secretary based on the company's size, business needs, and other actual circumstances.

Professionals answer questions readily. As soon as Luo Yang asked the question, Sun Dexiang gave the answer: "As for the board of supervisors, it depends on the chairman's own idea. According to the Company Law, listed companies must set up a board of supervisors, but there is no mandatory requirement for non-listed companies to set up a board of supervisors."

"I understand you to mean that you support my decision to set up a board of supervisors, is that right?"

Luo Yang was very perceptive and noticed the slight oddness in Sun Dexiang's pause, as well as the hidden meaning in his gaze.

"Chairman, the reason why listed companies must set up a board of supervisors is that listed companies are usually large companies with a large number of shareholders, so they need a board of supervisors to supervise the company's operations. This is just a simple sentence in the Company Law."

Sun Dexiang didn't directly answer Luo Yang's question, but instead explained indirectly: "However, to elaborate, the supervisory board has the authority to inspect the company's finances, supervise the conduct of directors and senior management in performing their duties, and propose the removal of directors and senior management who violate laws, administrative regulations, the company's articles of association, or shareholder resolutions; when the conduct of directors and senior management harms the company's interests, it demands that they correct their behavior; it proposes to convene an extraordinary shareholders' meeting, and convenes and presides over the shareholders' meeting when the board of directors fails to fulfill its responsibilities to convene and preside over the shareholders' meeting as stipulated in the Company Law; it submits proposals to the shareholders' meeting; it initiates lawsuits against directors and senior management in accordance with Article 151 of the Company Law; it attends board meetings and raises questions and suggestions on all matters discussed; it conducts investigations when it discovers abnormalities in the company's operations; and other powers stipulated in the company's articles of association."

Although there was a lot of content, it sounded like only two or three simple sentences to Luo Yang.

According to his understanding, the board of supervisors is equivalent to an oversight department. If the boss has a lot of control over a company, then the board of supervisors is a knife in the boss's hand. If the boss has only moderate control over the company, then the board of supervisors becomes a knife to check and balance the boss.

Of course, according to Sun Dexiang, as long as it is a listed company, it must set up a board of supervisors, regardless of how much control the boss has over the company.

Currently, Luo Yang still has a good grasp of the entire group, and none of the 10 subsidiaries are listed companies. Therefore, setting up a board of supervisors would be more beneficial than harmful to Luo Yang.

Having thought this through, he had a general idea of ​​what was going on.

"Wenwan, jot down my initial ideas."

While pondering, Luo Yang explained, "First, there's the group's board of directors. There will be one chairman, whom I will serve as, and one vice chairman, Song Wan. In addition, there will be eight directors: Yu Haiping, the group's vice president; Zhao Pengcheng, executive president of Gray Rhino Capital; Qiao Zhiyuan, chairman of Jiangxiaobai Liquor Industry; Liang Wanying, executive president of Pinduoduo; Wei Yuchen, executive president of C-Station; Zhong Qiming, general manager of Guangfan Wind Power; Xiao Wei, executive vice president of Edifier Technology; and An Ying, executive president of Luoshengtang."

With this configuration, apart from Qiao Zhiyuan of Jiangxiaobai and Zhong Qiming of Guangfan Wind Power who are not Luo Yang's own people, only Liang Wanying of Pinduoduo might occasionally cause trouble, but overall, the board of directors is still controllable.

Of course, having Song Wan take on the role of vice chairman is also a risk. After all, once she is transferred to the position of executive president of Guobao Film and Television, she will have no connection with the new group company, and it would be inappropriate for her to continue serving as vice chairman.

This problem can only be solved gradually later. Perhaps Luo Yang will appoint Yu Haiping as the vice chairman at that time.

"Boss, isn't the general manager of Qingyang Building Materials a member of the board of directors?"

Wen Wan, who was taking notes, suddenly looked up at Luo Yang with a hint of doubt on her face.

She could understand Xiao Wei's entry into the board of directors, even though she was still the vice president, because she knew that in about six months, Song Wan would step down as president of Edifier Technology and become executive president of Guobao Film & Television. However, she did not understand why the person in charge of Qingyang Building Materials was left out.

Putting aside the fact that this company was one of the early businesses founded by the boss, and that it is located in Yang City, the person in charge must be a confidant of the boss. Putting this person on the board of directors can strengthen the boss's control over the board.

Luo Yang, however, had a different idea.

Firstly, Qingyang Building Materials has a somewhat dual management structure. His earlier idea was to merge this company and Guoyang Construction into the future real estate group.

However, considering that real estate development is only a temporary business, the group will eventually have to be split up again after the decline of the real estate industry.

This is also why he was willing to put Qingyang Building Materials into the newly established group company.

In his plan, Qingyang Building Materials will undergo a transformation. One part will continue to produce traditional building materials to support Guoyang Construction, which remains in Yangshi, while the other part will transform and move towards smart home and energy-saving and environmentally friendly materials.

The transformation even includes considering cooperation or merger with the smart home business that Cai Fujun is currently developing, to establish a new joint-stock company.

These were just Luo Yang's initial thoughts, so there was no need to explain them to Wen Wan.

"The person in charge of Qingyang Building Materials also serves as the president of Guoyang Real Estate Group. I'll consider it again after I've reorganized."

Luo Yang gave a vague explanation, then continued, "The group's board of directors has a board secretary position, which is held by Wen Wan, who will also be a board member." Wen Wan's expression did not show any particular excitement, because this was something she had already expected.

"Each subsidiary of the group shall establish a board of directors. As for whether or not a board of supervisors shall be established, the group does not make it mandatory and can set it up according to its own needs."

Luo Yang continued, "However, at the group level, I plan to set up a board of supervisors, with one chairman and two supervisors. The specific personnel are yet to be determined."

The supervisory board needs professionals to run it, and Luo Yang doesn't plan to select people from the existing system; he wants to recruit from outside.

It was originally said that it would end in half an hour, but before we knew it, more than forty minutes had passed.

After Luo Yang finished speaking, he subconsciously glanced at his watch and realized it was already past 4:30.

That concludes today's meeting.

I've arranged to have dinner with Jiang Wen and Jiang Xue at a business club tonight, and we're going shopping later. If I go to pick them up any later, I'll run into the evening rush hour.

You'll be in so much traffic congestion in downtown Shanghai by then.

Luo Yang took out his phone and sent a text message to the driver, Tan Bing. He stood up two minutes later.

As he walked out, he instructed, "The decisions made today should be put into process as soon as possible. First, get them approved internally within the company, and postpone the board meeting until next month."

I paused when I reached the meeting room door.

"The list of board members should not be disclosed to the public for the time being."

After saying that, he quickly left.

The Jiangnan Club is located in Xuhui District, and Jiang Wen also lives in Xuhui District. Although it's not exactly on the same route, it's not a detour.

After picking up the Jiang sisters, Jiang Wen and Jiang Xue, the traffic wasn't too bad.

Shen Jinglan knew in the morning that Luo Yang was coming over that evening, so she waited for him in the lobby on the first floor in advance.

Jiang Wen still knew to greet her, but Jiang Xue had been chattering away ever since she got in the car, still clinging to Luo Yang's arm and affectionately telling him about all the interesting things she had seen and experienced during her summer vacation.

"Jinglan, why don't you sit down and have something to eat with us?"

After entering the small private room on the second floor, Jiang Wen held Shen Jinglan's arm and said politely, "Anyway, you're in the purchasing department, and it's not your working hours at night."

Shen Jinglan glanced at Luo Yang subconsciously.

"It's the weekend tonight, the members won't be coming this early."

Luo Yang still doted on Jiang Wen, and smiled, saying, "Having dinner won't affect your ability to build connections."

With his words and Jiang Wen linking arms with her, Shen Jinglan no longer held back.

"Wenwen, I'll go to the catering department and urge them to speed up the serving of our food."

"Just call a waiter over."

Luo Yang stopped Shen Jinglan's "privileged" behavior and explained, "Didn't I already say that I came here for dinner with the intention of checking things out? Treat us like ordinary members and see how the catering department is doing."

Shen Jinglan had no choice but to obey.

"Brother-in-law, do you own this club?"

Jiang Xue's attention was immediately drawn to this, and she excitedly shook Luo Yang's arm, asking, "What fun things are there here?"

"Here."

Luo Yang replied affectionately, "It's similar to most business clubs, with the aim of building connections and creating a business information platform, a place that can provide members with various value-added services. These value-added services do not include catering or entertainment services on-site."

Jiang Xue couldn't understand the first part.

Fortunately, she only cared about the second half.

"Brother-in-law, besides food and beverage, what other entertainment services do you offer?"

Judging from her interested expression, if the entertainment options here meet her expectations, she will definitely ask Luo Yang for a membership card next.

"Cigar bar, tea room, business reception hall, multi-functional media center, small auction venue, billiards room"

"what?"

After hearing Luo Yang's introduction, Jiang Xue's expression immediately turned disappointed: "I thought it was a one-stop entertainment venue with all the amenities for eating, drinking, and having fun."

"You brat, this is a proper high-end business club."

Jiang Wen glared at her younger sister and said, "Not just anyone can come in. The lowest level, Silver Membership, starts at 2, and you need a referral from someone you know to become a member."

"Hehe, so what if it's high-end?"

Jiang Xue stuck out her tongue at her sister and said with a grin, "This is my brother-in-law's territory. I can come whenever I want!"

After saying that, she quickly kissed Luo Yang's cheek, then took his arm and said coquettishly, "Brother-in-law, don't you think so?"

This scene was witnessed by Shen Jinglan, who was leading the waiter in.

She was stunned for a moment.

Shen Jinglan only came to her senses when the waiter started letting Luo Yang and his group order.

She immediately looked at Jiang Wen.

what happened?

(End of this chapter)