D.卡尔顿 罗西
D. Carlton Rossi

The Constitution 2



                                 




Sun Dawu 孙大午 Tries Constitutional Monarchy of Private Enterprise to Solve the Inheritance Question
 


中华工商时报曾独家报道的孙大午首倡的民企“君主立宪制”在大午集团开始正式实施。2月28日,河北大午集团召开第一届董事会选举会议,在第一次全体董事 会上,孙二午和刘平分别全票当选集团董事长和总经理,而孙大午则作为集团第一届监事会总监主导了整个选举。 这意味着在试行三个月后,大午集团朝着孙大午所设计的“君主立宪制”迈出了关键的第一步,所有权和决策权、决策权和经营权分开的制度在大午集团正式确立。 按照孙大午的描述,所谓“君主立宪制”,即企业的所有权、经营权和监督权分开:他和他的妻子拥有企业的产权,后代继承,主要由家族成员组成的监事会对董事 会、理事会进行监督,但是无权决策;由企业内部人员选举产生的董事组成董事会,行使企业的投资等决策权,但是无权干涉经营;由分公司一把手组成的理事会则 执行董事会的决策,行使经营权。企业将由监事会、董事会和理事会共同制定一部企业内部的“宪法”,以确定和保障实施企业的这些规则。 经过选举产生的13名董事和孙大午指定的另2名董事组成15人的董事会。董事中包括孙的两个弟弟———现任董事长孙二午、副董事长孙志华和酒水片负责人、 儿子孙萌。按照规则,董事任期两年,董事长和总经理任期四年,均可连选连任,董事长和总经理还可分别提名配备若干名副手。 记者注意到,这15名董事均由孙大午提名推荐,而且选举采取的是等额选举的办法。对此,孙大午解释,由于这是过渡性的第一届,所以采取折中办法,因此还算 不上严格意义上真刀真枪的选举。“尽管选举有很大的形式主义,但是是一个开端。今后,所有董事都将采取差额选举竞聘上岗。”


孙大午表示,产生“君主立宪制”的想法源于他出事之后对企业传承问题有了更多的思考。他的理想是将大午集团建成百年老店,建成一个“祥和的大午城”。而对 于方太集团茅理翔传给独子茅忠群和正泰集团南存辉稀释股份的做法,他认为都不适合大午集团———他有两个儿子,而且企业一直是独资拥有。这使他思索新的道 路,而“君主立宪制”正是孙大午独创性的想法。 按照孙大午的设计,大午集团的所有权将作为一个整体存在,后代虽然继承其产权但是并不能进行财产分割。家族成员“有能力的就去创业”,通过自己的竞争成为 企业领导人;而“没有能力的就去享福”,每个月从企业领取正常工人1—3倍的生活补贴以保障生活,这样对企业也不会产生伤害。 选举当天,经济学家钟朋荣特意从北京赶到徐水。他在接受记者采访时表示,孙大午的这种“君主立宪制”是解决民企传承的一种新探索,具有开创性。但是他同时 表示,企业“宪法”会不会和《公司法》等法律冲突,孙大午的后代能不能真正认可这种制度,如何确保企业“宪法”今后不会变成“一纸空文”等是其要面临的考 验。 (李爱明)







Sun Dawu  孙大午 Tries Constitutional Monarchy

of Private Enterprise to Solve the Inheritance Question



The Chinese industry and commerce Times once the one's own report grandson great noon originated the people business " the constitutional monarchy system " started in the great noon group officially to implement. On February 28th, river Beijing University noon the group holds the first session of board of directors elects the conference, in the first all board of directors, the grandson two noon and Liu divides equally other full-price ticket election group chairman of the board and general manager, but the grandson great noon led the entire election as the group first session of board of supervisors inspector general.

This means in tries out three months, the great noon group faced the grandson great noon designs " the constitutional monarchy system " steps out the key first step, the property rights and the policy-making power, the policy-making power and the management power separated system in the great noon group official establishment.

According to Sun Dawu description, so-called " constitutional monarchy system ", namely enterprise's property rights, the management power and the supervisory authority separates: He and his wife has the enterprise the property right, the descendant inherits, mainly the board of supervisors which is composed by the family member to the board of directors, the council carries on the surveillance, but has no right the decision; Elects the trustee by the enterprise interior personnel which produces forms the board of directors, exercises enterprise's policy-making power and so on investment, but has no right to interfere the management; The council is composed which by the subsidiary company one handle carries out board of directors's decision, exercises the management power. The enterprise by the board of supervisors, the board of directors and the council together will formulate one enterprise interior " the constitution ", will determine and safeguard implementation enterprise's these rules.

13 trustees and the grandson great noon produces which undergo the election assign another 2 trustees form 15 person of boards of directors. In the trustee includes grandson's two younger brothers - - incumbent trustees eldest grandson two noon, the vice- trustee eldest grandsons remembers Chinese and the liquor water piece person in charge, the descendants sprouts. According to the rule, the trustee tenure in office two years, chairman of the board and general manager the tenure in office four years, all may link elects to be continue as, chairman of the board and general manager also may separately nominate provides certain 副手.

Reporter pays attention, this 15 trustees all nominate the recommendation by the grandson great noon, moreover elects adopts is and so on the volume election means. Regarding this, Sun Dawu explains, because this is the transition first session, therefore adopts the compromise means, therefore also 算不上 in strict significance real swords and spears election. " Although elects has very big formalism, but is one beginning. From now on, all trustees all will adopt the differential election compete hire to post."

Sun Dawu indicates, production " constitutional monarchy system " thinks law origin has an accident after him passes on to enterprise receives question has more ponders. His ideal is completes the great noon group hundred old shops, completes one " the auspicious great noon city ". But flies in circles regarding the side too group cogon grass principle bequeaths the only son the cogon grass loyal group and south the peaceful group saves the splendor dilution stock the procedure, he thinks all does not suit great noon group - - him has two sons, moreover the enterprise continuously is the sole ownership has. This causes him to think deeply about the new path, but " the constitutional monarchy system " is precisely the grandson great noon original idea.

According to Sun Da Wu design, the great noon group's property rights will take one whole existence, the descendant although will inherit its property right but certainly cannot carry on the property division. The family member " has the ability starts an undertaking ", becomes the enterprise leader through own competition; But " does not have the ability to enjoy happiness ", each month receives the normal worker 1 - 3 time of cost-of-living allowances from the enterprise safeguards the life, like this also cannot have the injury to the enterprise.

The election same day, the economist clock friend gloriously specially rushes to Sushui from Beijing. He in accepts reporter when the interview indicates, Sun Dawu this kind " the constitutional monarchy system " is solves one kind of new exploration which the people business biography receives, has the foundation. But he also indicates, the enterprise " the constitution " can with " male judicature " and so on the legal conflict, Sun Da Wu descendant be able truly to approve this kind of system, how will guarantee the enterprise " the constitution " from now on cannot turn the test which " a mere scrap of paper " and so on will be it must face. (Li loves clearly)










              
                                                                    
                                        



孙大午:企业需要确立董事会制度

Sun Dawu: An Enterprise Board System needs to be established

January 24, 2016   (translated excerpts)





The first edition of Robert's Rules was published in February 1876 by then U.S. Army Major Henry Martyn Robert ((1837-1923) with the short title Robert's Rules of Order.


A board decision-making body is not a diplomatic occasion. At voting time, policymakers are not allowed to abstain! That is, a decision-maker must take responsibility. Abstaining also shows an attitude, but it is non-participatory, noncommittal and irresponsible.

US politicians have a "Robert's Rules" which involve a detailed insight into human nature. There are conferences devoted to the Chair of the rules, there are rules made and for the expression of different views, there are rules relating to the debate. All of these are very, important, different voting rules. In fact, I think the family business has to have such a meeting on rules.

For example, in order to avoid disputes and ensure a variety of opinions to be fully expressed, the two sides can not talk directly to each other or to interrupt someone midway, and only speak indirectly to a "dumb Speaker" in accordance with the rules. Otherwise, if the disagreement is between two speakers then bickering will ensue and the result will probably be that nothing can be accomplished.






Decentralized Governance