D.卡尔顿 罗西
D. Carlton Rossi

私营企业主立宪制度

Private Entrepreneur Constitutional System



                                       



In order to clarify matters, it is necessary to generalize the development of the dynamic organization known as the Dawu Group. It began thirty-two years ago under the leadership of Sun Dawu. In 2004, the group established the first Family Business Constitution in China.  It allowed for democratic elections every two years of the Board of Directors thereby expanding the decision-making process. To date, there have been six elections.

In mid-August 2016,  the 私营企业主立宪制度 or Private Entrepreneurs Constitutional System was devised.  It limits the power of the Chief Executive Officer.  Basically speaking, the constitution acts as a check on executive power. If the CEO does not follow the constitution then this officer may be impeached. The Dawu Group has stated that its development from monarchy to parliamentary democracy has followed the British, bicameral legislative model and its ability to change the constitution through amendment has followed the American model. In other words, adapt and adopt.


D. Carlton Rossi







                         




对琼海大午饲料厂进行的这种民选企业经营者的实践中,我们能总结出什么带有普适意义的理论呢?

首先,在我看来,中国的企业家可以归为两大类,一是办商业性质的企业,比如马云办的阿里巴巴,专注于满足社会对远程交易服务的需求,他可以把企业做得很大;二是办具有社会性质的企业,比如我开办的大午集团,另外你曾说过的任正非开办的华为公司。

什么是办带有社会性质企业呢?我们看看企业两个字是怎么写的:企,由人、止两个字构成,业很好理解,是特指事业、家业。一个企业家,当然要满足自己发现的社会需求,并在满足这种需求中完成一次次再生产,并实现创造利润的目的,否则,他办的企业就不可持续发展。

但是,一个不知道在什么时候该停下来构思企业未来,及其在社会中扮演什么角色的企业,他就是个商业企业家,而不会是社会企业家。作为社会企业家,他不仅仅是在创造价值和利润,满足市场需求,他还会把自己的企业当一个社会看待,会以企业的员工为本,让企业的成长跟员工产生的归宿感高度契合,大午集团的员工流失率长期低于3%,就是我们企业得益于当社会来管理的证明。




From the business persons elected to practice at Qionghai large feed plant, we can summarize what theory with universal meaning of it?

First, in my opinion, Chinese entrepreneurs can be grouped into two categories, one run commercial nature of the enterprise, such as Ma Alibaba do, focus on meeting the social demand for remote trading services, he can do the business great; the second is to do with a social nature of the enterprise, for example, I run Dawujituan addition you said Ren Zhengfei, Huawei offered.

What to do with the social nature of the enterprise? We look at how to spell the word Enterprise: Enterprise, by the people, only two words constituted a good understanding of the industry, is specific cause, the family business. An entrepreneur, of course, to meet the social needs of their own discovery and to meet this demand in a time of reproduction is completed, and to achieve the purpose of creating profits, otherwise, he would not do business sustainable development.

However, one does not know when to stop the idea of ​​the company's future, and what role the social enterprise, he is a business entrepreneur, not a social entrepreneur. As a social entrepreneur, he is not only in the creation of value and profit to meet market demand, but also to his own business when a society treat, corporate staff will be oriented so that the growth of enterprises with employees generate height of the feeling of belonging fit, long-term staff turnover Dawujituan less than 3% of our business is to benefit society as proof management. 

Sun Dawu






                           



Corporate Governance

第二,由于中国处于历史的转轨期,不少企业正在走西方企业所走过的老路,像英国那样,也从企业承担无限责任,转而承担有限责任,进而用股份制来设置企业的管理架构,由资本家们共和或共治,由资本家来根据股权的多寡及权重,来选择职业经理人治理企业。



Second, since China is in an historic transition period, many companies are taking the path taken by the Western companies, as the United Kingdom, but also from a business with unlimited liability in favor of limited liability, and then use it to set up joint-stock enterprise management architecture by Republican capitalists  or cohabitation with capitalists according to the amount of equity and the right weight to select professional managers for corporate governance.



                         


The adjustment system is dynamic, but I was not one person, we need each other in order to generate a new game system which results in the system as a game process. Our initial seniority provisions of workers gave the right to vote after three years. Five years later, the right to vote is after 10 years. Do you think that there are more or less workers who vote now than over 12 years ago. In the past, 500 people took part in the elections. Now, after we have increased the length of service standards there are almost 500 people. Seniority is dynamic, we want to maintain the number of more than 500 people.







                             


大午传承守则:大午集团“私有、公治、共享”实践》成书《大午集团私企立宪十年


"Great afternoon Inheritance Code: Taiwujituan" private, public governance, shared "practice" book "Private Dawujituan Constitutional Decade 


Taiwujituan implementation of "private entrepreneurs constitutional" system which is borrowed from the core principle of the system paradigm of British design. In Dawujituan, only senior staff who have over 10 years seniority provisions have the right to vote, and more than one year, a new employee generally has a right to be elected. In this electoral system, there is no doubt that employees with 10 years of service who have felt the work of the enterprise have the right to vote. They finally got an important qualification to select managers, and more, they feel this is an intangible capital. As owners of capital in the business, but also having the right to choose managers and employees, it is obvious that the fate of the enterprise is highly correlated.


 August 23, 2016





                         


大午集团投资海南省琼海市万泉镇的

Taiwujituan investment Wanquan Town, Qionghai City, Hainan Province

                                 




Joint Enterprise as an important step to Universality?


比如,我们集团在海南琼海万泉镇规划投资1.6亿已经建了个词料厂,在2013年就完成了6000万投资,建成了年产10万吨饲料和饲养10万只蛋鸡的第一期工程,且早就实现了企业盈利。这个工厂目前有90余名员工,80%是招聘琼海当地的农民就业,大午集团派出的管理人员只有不到20名,其中,集团副总刘金虎兼任这家企业的总经理,他的副手一位叫刘志华、一位叫王财金。因为刘金虎在集团担负了分管其他企业的重要职责,对集团19家企业中的同类企业得履行经常性的领导责任,于是,他在今年7月份提出要在两位副手中选聘一位常务副总经理,在他离开琼海的时候代行总经理的职责。

按照大午集团对下属企业选择高管实行的制度,琼海的这家企业中,拥有选举权的员工共有20名。在选举之前,拥有选举权的刘金虎选前告诉大家,他不想投票给谁,让19人来投票,只要谁获得简单多数,谁就来当常务副总。在刘金虎选择弃权后,刘志华与王财金也选择弃权。结果剩下17人投票,投票的结果是8:8,企业的办公室主任投了弃权票。这时,王财金说,那我投刘志华一票,而刘志华则说我投王财金一票。在这种投票结果依然不分高下的情形下,当时正在考察企业班子的集团总经理刘平说话了。她作为拥有加权票的集团高管在选择下属企业经理人员时,拥有选举权。她说,既然情况是这样,那我就投一票给刘志华。此时,刘金虎接着说,既然刘总投票给刘志华,那我也给刘志华投一票。最终,自然是刘志华被选聘为琼海饲料厂的常务副总。



For example, our group plans to invest in Qionghai Wanquan town has built a 160 million yuan material plant, completed in 2013, 60 million investment to build an annual output of 100,000 tons of feed and feeding 100,000 laying hens first a project, and it has long been realized earnings. The plant currently has more than 90 employees, 80% of employment recruitment Qionghai local farmers, managers Dawujituan sent fewer than 20 employees, including group vice president Liu Jinhu serve as general manager of this enterprise, his deputy a man named Liu Zhihua, a tempest of Finance. Because Liu Jinhu Group took on important responsibilities in charge of other companies, the Group's 19 companies in similar enterprises have to fulfill regular leadership responsibility, so he proposed to hiring in the hands of a two vice deputy in July general manager, when he left Qionghai acting general manager duties.

According Taiwujituan subordinate enterprises executives choose to implement the system, Qionghai of this enterprise, the employees have the right to vote a total of 20. Before the elections, has the right to vote before the election Liu Jinhu tell you, he did not want to vote for anyone, let 19 people to vote, as long as someone takes a simple majority, as executive vice president who will come. After Liu Jinhu choose to abstain, and Liu Zhihua Wang Finance also choose to abstain. Results The remaining 17 people to vote, vote was 8: 8, Office companies abstained. At this time, Wang Jin Choi said, that I cast a vote Liu Zhihua, Liu Zhihua said that while I voted for the king of Finance vote. In this vote still compete, regardless of the case was being investigated corporate bodies of Group General Manager Liu Ping speak. She has a weighting of votes in the choice of Group executives affiliated business executives, have the right to vote. She said that since this is the case, then I would vote for Liu Zhihua. At this time, Liu Jinhu went on to say that since the vote for Mr. Liu Zhihua, Liu Zhihua that I have to vote. In the end, nature is Liu Zhihua was hiring Qionghai feed mill executive vice president.




Qionghai (simplified Chinese: 琼海; traditional Chinese: 瓊海; pinyin: Qiónghǎi) is one of the seven county-level cities of Hainan province, China--one of which is Wanquan (万泉镇) . It is located in the east of the island at the mouth of the Wanquan River, 86 kilometres (53 mi) from the provincial capital of Haikou.


 


                        


图为亦忱在琼海大午饲料厂考察后,在大午集团副总经理刘金虎(右)和琼海大午饲料厂副总经理王财金(左)的陪同下,在博鳌禅寺的万佛塔上合影留念

Pictured Chen also in the afternoon after Qionghai large feed mill visits, accompanied by Deputy General Manager Liu Jinhu Dawujituan (right) and Deputy General Manager Kenneth Qionghai large feed mill Wang Finance (left), the Temple of Ten Thousand Buddhas in Boao posed for pictures on the tower











                                             



Pierre Elliott Trudeau: La balance céleste de la Justice    

Canadian Canadienne

Pierre Elliott Trudeau: Balance of Justice



孙大午:一个家庭就是一个组织架构,人人平等 [该日志已被收录]
2016-09-13

在企业管理中,有三种组织架构形式:队伍建设、组织建设和制度建设。大午集团的私企立宪制,与众不同之处就在于它的组织建设和制度建设。

很多国内知名大企业,只有队伍建设,没有组织建设,有也是虚的,更谈不上制度建设。也就是说队伍建设是纵向的,组织建设是横向的,制度建设是把组织建设和队伍建设有章法、可遵循的,而不是人说了算的制度。其中,队伍建设属纵向架构,比如部队中,班长听排长,排长听连长……营连排班,逐级垂直管理,要求统一步调和行动,就是带队伍;再比如,企业里搞总裁下设诸多副总、助理,那都是总裁的左右手,如果厂长直接管理销售经理,这也是队伍建设,不是组织建设。可以说,跟着你走的是队伍,跟你商量事情、决策的,属于组织建设。

组织建设属横向架构,比如党支部作为一个组织建在连上,指导员和连长形成互补关系,两者说不上谁大谁小,共同管理连队。组织建设在企业来说就是董事会,将来权力要集中在董事会,如果企业董事会形同虚设就没有组织建设。大午集团各单位的领导小组也属于组织建设。我怀疑有些独资公司,是否设立董事会?按照《公司法》规定,每个独立法人都得设董事会,咱们企业是集团设董事会,各子公司设至少一名执行董事。按规定,上市公司必须要有董事会、理事会和监事会,但公司法也是有问题的,因为理事会和监事会事实上隶属董事会,只要董事长可以随意任免总经理,这样就不存在组织建设了,仍然是队伍架构。这就好如连长可以撤掉排长,但不能撤掉指导员,否则就乱套了。

至于制度层面,更没人去执行。比如按《公司法》来说,不是谁是大股东谁说了算,而是谁是董事长谁说了算,这也是大午集团和新希望合资公司的争议所在,对方认为它占51%就是它说了算,这是非常荒唐,也是违背制度建设的。我们批判家长作风,其实一个家庭就是一个组织架构,人人平等,家庭做不到整齐划一。大午集团现在下设21家公司,这么大的摊子,不同于那些产品系列相对单一的企业,我们是社会状态,要想做大做强,董事会必须加强组织建设,因此之前“董事会票决一把手”的做法还得保持。董事会在此基础上,要在执行层面上细化规范理事会的财产执行范围,哪些可动,哪些不可以动,能不能抵押、贷款、担保,购置资产,都得有明晰的具体规定。





Sun Dawu: A  family is an organizational structure wherein everyone is equal

2016-09-13 10:03

In enterprise management, there are three forms of organizational structure: team building, organizational building and institution building. The difference in Dawu Group's private enterprise constitutional system lies in in its organizational building and system construction.

In many well-known large enterprises there is  only team building, but no organizational building. There is also a virtual reality in place of system construction. That is to say, the team building is vertical, the organization construction is horizontal, the system construction is the organization construction and team building with rules to follow. It is not  the people who have the final say in the system. Among the large enterprises, the team building is a vertical structure, such as troops, the squad leader to listen to platoon leader, platoon leader to listen to commander--even rowing has a vertical management by level which requires a unified pace and action as a team. Under the President are a lot of Vice-Presidents, assistants and the President's right-hand man. If the director directly manages the sales manager which is team building rather than organization building it can be said that as you go with the team to discuss things then decision-making belongs to the organization.

Organizational construction is a horizontal structure; such as, the party branch as an organization built on the company, instructors and company commander to form a complementary relationship. However,  the two can not say whether it is to be a big or small co-management company. Organizational construction in the enterprise is the Board of Directors. The future power is to focus on the Board of Directors. If the Board of Directors is useless then there is no organization building. Dawu Group, as the leading group of units, also belongs to the organization. I suspect that in some sole proprietorships there is a question as to whether or not to setup a board of directors? In accordance with the "Company Law" it is provided that each independent legal person shall have a board of directors. In  our enterprise,  the Group set up the board of directors wherein each subsidiary has at least one executive director. According to regulations, listed companies must have a Board of Directors and Board of Supervisors, but the company law is also problematic because the  Board of Supervisors is de facto subordinate to the board, as long as the Chairman of the Board can be free to appoint and remove the General Manager; so, there is no organization and it is still the team structure. A mess results if the company commander can remove the platoon leader, but can not remove the instructor.

As for the system level, there is no one to implement it. For example, according to the "Company Law" it is not who is the major shareholder who has the final say, but who is the Chairman who has the final say.  This was evident in the New Year's Day dispute of  New Hope Joint Venture where there was a 51% ownership  and a contradiction to system construction. We criticize the patriarchal style.

In fact, a family is an organizational structure where everyone is equal; although, the family can not be uniform. Dawu Group now consists of 21 companies with different services on a big scale. To maintain social status and to  become bigger and stronger, the board must strengthen the organization. Before the "vote of the Board of Directors" the practice has to be maintained. The Board of Directors on this basis, at the executive level, refines the specifications of the Council of the scope of the implementation of the property which can not be moved and where clear and specific provisions must be set for mortgages, guarantees and purchase of assets.