What is the status of the executive supervisor appointed by the head office of the enterprise group to the wholly-owned subsidiary in the company and what treatment does he enjoy?

In the national pilot guidance to the enterprise group pointed out that the core enterprise group should be the main business activities of the close layer of enterprises to implement the six unity: (1) development planning, annual plan by the group's core enterprises unified to the competent planning department; (2) the implementation of contracting, by the group's core enterprises unified contracting, the close layer of the core enterprises contracted; (3) the major infrastructure, technological transformation Project loans are unified by the group's core enterprises; (4) import and export trade and related business activities are unified by the group's core enterprises; (5) the preservation of the value of Chinese assets, value-added and asset transactions in the closely-held enterprises are unified by the group's core enterprises to the state-owned assets management department; (6) the main leaders of the closely-held enterprises are unified by the group's core enterprises to be appointed and dismissed. six unified model simply emphasizes the centralized unity of the group center, but the lack of group center should be concerned about the focus and their own work focus. In the actual implementation, the group center management approach may need to be broken down into more operational modes.

I, group management of several modes and their respective characteristics group control mode is a complex system, it has to involve three levels of problems: first of all, the narrow sense of the management mode of determining that the headquarters of the subordinate enterprises of the control mode; secondly, the broader sense of the control model, which Not only includes the narrow sense of the specific control model, but also includes the determination of the company's governance structure, the role of the headquarters and the subordinate companies and the division of responsibilities, the company's organizational structure of the specific form of choice (linear functional system, business unit system, matrix system, subsidiary system, and multi-center network type), the group's important resources of the control (such as human, financial, material control system), and the establishment of the performance management system; The third level is the consideration of some important external factors related to the control model, involving business strategic objectives, human resource management, process system and management information system. headquarters of the subordinate enterprises of the control model, according to the headquarters of the centralized, decentralized degree of different and divided into "operational control type", "strategic control type" and "financial control type "These three modes have their own characteristics. These three modes are characterized by: operational control: headquarters from the strategic planning to implement almost everything. In order to ensure the implementation of the strategy and the achievement of the goal, the group's various functional management is very deep. Such as personnel management is not only responsible for the group's personnel system policy development, and is responsible for the management of the subordinate companies of the second level of management team and business backbone personnel selection, appointment and dismissal. In the implementation of this control model of the group, the relevance of the business of each subordinate company to be very high. In order to ensure that the headquarters can make correct decisions and can cope with the solution of various problems, the headquarters of the number of functional personnel will be a lot of people, the scale will be very large. Such as ge company in 1984 before the use of this control model, resulting in the headquarters of the functional staff of more than 2000 people. Until Jack Welch as ceo only after the shift to strategic control mode, greatly reducing the headquarters staff. This model can be graphically expressed as "on the mind, under the hands and feet". ibm can be said to be a typical example in this regard, in order to ensure the implementation of its global "on-demand" strategy, the divisions are centralized by the headquarters of the management, the plan formulated by the headquarters, the subordinate units are responsible for guaranteeing the implementation. The subordinate units are responsible for guaranteeing the implementation. strategic control type: group headquarters is responsible for the group's financial, asset operations and the group's overall strategic planning, the subordinate enterprises (or business units) should also develop their own business strategic planning, and proposed to achieve the planning objectives required to invest in the resource budget. The headquarter is responsible for approving the plans of the subordinate enterprises and giving them value-added suggestions, approving their budgets and then handing them over to the subordinate enterprises for implementation. In groups practicing this type of control model, the relevance of the business of each subordinate enterprise is also required to be very high. In order to ensure the realization of the objectives of the subordinate enterprises and the maximization of the overall interests of the group, the headquarters of the group is not very large, but mainly focuses on carrying out comprehensive balancing and improving the comprehensive efficiency of the group. For example, it balances the resource needs of each enterprise, coordinates the conflicts between subordinate enterprises, implements the "borderless corporate culture", cultivates senior executives, manages the brand, and shares the best model experience, and so on. This model can be summarized as "having brains at the top and brains at the bottom". Typical companies utilizing this control model include BP, Shell, Philips and so on. At present, most of the world's group companies have adopted or are shifting to this mode of control. financial control type: group headquarters is only responsible for the group's financial and asset operations, the group's financial planning, investment decisions and implementation of monitoring, as well as the acquisition of external enterprises, mergers and acquisitions. Subordinate enterprises will be given each year have their own financial goals, they only need to achieve the financial goals can be. In a group practicing this type of control model, the correlation between the businesses of the subordinate enterprises can be very small. A typical financially managed group is Hutchison Whampoa. The Hutchison Whampoa Group operates in 45 countries and employs more than 180,000 people. It has businesses in ports and related services, real estate and hotels, retail and manufacturing, energy and infrastructure, as well as Internet and telecommunication services. The head office is mainly responsible for the operation of the assets and therefore does not have a large number of functional staff, mainly financial management staff. ge also adopts this control model. This model can be visualized as "having a head but no arms and legs". There are some other model design, such as divided into operational, strategic and holding company three models, the basic principles and group center of the control mode is also similar to the model described earlier. It can also be divided into two main categories, pure investment holding companies and group companies with specific production and operation functions. Parent companies with pure investment holding function have no direct guidance on the business of their subsidiaries, and are mainly responsible for foreign investment, supervising the use of investment and adjusting the structure of foreign investment; Parent companies with part of the production and operation function coordinate and influence the business of their subsidiaries through the group strategy, the business unit strategy and the group's functions, etc. The group center may consider setting up a unified purchasing, unified sales, unified R&D and other functions. As can be seen, operational control type and financial control type are the two extremes of centralization and decentralization, while strategic control type is in the middle. However, some companies from their own actual situation, in order to facilitate the control, will be in an intermediate state of strategic control type further subdivided into "strategic implementation" and "strategic guidance", the former in favor of centralization and the latter in favor of decentralization.

Second, how to promote the health of the group's parent-child system management The above situation shows that, rationalize and solve the management of the group's parent-subsidiary relationship can not wait. In our country has not yet formed relevant laws and regulations, which requires the majority of business practitioners to explore and practice. Efforts to explore ways and means to improve and standardize the management relationship between the parent and subsidiary companies of enterprise groups, in order to promote the healthy development of enterprise groups. (a) change the management concept, the guiding ideology of group-type management must be in place. After the formation of enterprise groups, in the enterprise form, property rights relationship, management characteristics, operational methods and other aspects of a series of new situations, new changes. The group's parent company leaders in these changes in front of the new situation, because of the lack of necessary management concepts, management knowledge update and leadership level to enhance the preparation, still using the establishment of the group before the management of a single enterprise's management concepts to implement the management. Therefore, in order to rationalize the group's internal management relations, first of all must change the management concept. First, the management of the idea of a single enterprise-type linear management model to the group type "pyramid" management changes; Second, the management function from the pure management of the company itself to the controlling company management changes; Third, the management method from the pure management of the head office type management to the parent-subsidiary type management changes. (ii) rationalize the management relationship, the parent-subsidiary interrelationship function must be positioned. Enterprise groups to establish parent-subsidiary management system, to clarify the parent-subsidiary funding relationship, the establishment of capital linkage ties, improve the group function, standardize the rights and obligations of group members, give full play to the overall advantages of enterprise groups. (1) The relationship between the contributor and the invested enterprise. The parent company exercises the rights of contributor to its subsidiaries on the basis of the equity it holds, exercises major decision-making power over its subsidiaries in accordance with the procedures and authority stipulated in the Company Law, and enjoys the right to select the operating managers of the subsidiaries it invests in according to the law, and carries out supervision and assessment. And as a subsidiary of the invested enterprise, it should effectively safeguard all kinds of legal rights and interests of the contributors, and make its due contribution to the maximization of the contributors' returns. (2) equal relationship between legal subjects. Parent company, subsidiaries are established by law, corporate enterprise legal person, the parent company can not violate the law and the statute of the provisions of the direct intervention in the subsidiary's daily production and operation activities. The business activities between the parent company and the subsidiaries should be conducive to the overall advantages of the group and also adhere to the principles of equality, competition and efficiency. (3) The relationship between the parent company and the main member enterprises. Enterprise group is a kind of parent company as the core, subsidiaries as the main members of the organizational system, the main role of the parent company is in accordance with the legal procedures and the group's constitution, the organization of the formulation and implementation of the group's long-term planning and development strategy; to carry out financing, mergers and acquisitions, asset restructuring, and other capital management activities; to decide on major matters within the group; to promote the group members of the organizational structure of the enterprise and the adjustment of the product structure; the establishment of the group's marketing network and information network and so on. The subsidiaries should be subordinate to the overall development of the group. Subsidiaries should be subject to the group's overall development strategy to ensure the smooth realization of the group's overall objectives. (3) define the connotation of management, the parent company on the subsidiary management behavior must be put in place. The specific content and behavior of the parent company's management of subsidiaries have the following aspects: First, equity management. Parent company as a controlling shareholder, according to the provisions of the articles of association, through the operation of the subsidiary's corporate governance structure, participate in the management and decision-making management behavior. The shareholders' meeting should not be a mere formality. The parent company selects directors and supervisors to form the board of directors and supervisory board of the subsidiary company, and should be truly responsible for the shareholders' meeting to safeguard the legitimate rights and interests of investors. For wholly-owned subsidiaries, the parent company can implement property rights management, wholly-owned subsidiaries of the main leaders appointed by the parent company and employment, assessment, rewards and punishments. Second, development management. In order to realize complementary resources, advantageous reorganization, unified development, strategic coordination and guidance, the parent company shall regulate the management behavior of the development planning and investment direction of the main member enterprises, while the subsidiaries shall carefully formulate or revise their own development strategy and recent planning under the guidance of the parent company's long-term development strategy and recent development planning. Third, financial supervision. The parent company, in order to maintain the safety, value-addedness and profitability of its investment assets, supervises the status of financial activities and the quality of asset operation of its subsidiaries. Subsidiaries are required to report their financial status to the parent company on a regular basis, establish a system of consolidated accounting statements, and ensure the truthfulness and accuracy of the production and operation information and financial operation information provided. The parent company should frequently analyze and study the operating conditions of the subsidiaries, pay special attention to some major issues, such as the gearing ratio, large borrowing, provision of guarantees, inventory backlogs, etc., and take corresponding measures in a timely manner upon discovery of the problems; the parent company should organize a yearly internal audit of the production and operation of the subsidiaries, which will serve as the basis for the assessment of the performance of the expatriate directors, supervisors and the chairman of the board of directors. Fourth, daily supervision. The relevant functional departments of the parent company's power in the operation of subsidiaries, to implement regular guidance, supervision, supervision of production and operation of subsidiaries, labor and personnel changes, as well as market development and so on. (d) improve the management system, the enterprise group's operating mechanism must be in place. Correctly deal with the group's internal management problems, in essence, is to establish a clear rights and responsibilities of the parent company management system. For the parent company, not only to firmly maintain the participation of contributors in the management, selection of operators, asset returns and other legitimate rights and interests of subsidiaries have equity control and contractual dominance, so as to implement effective supervision, but also adhere to the respect for subsidiaries as an independent legal person enjoys the autonomy of production and operation, that is, in the leading role of the parent company at the same time, to mobilize the subsidiary's enthusiasm and initiative; for subsidiaries For subsidiaries, not only to fully exercise the property rights of legal persons and the autonomy of enterprise production and operation, enjoy the same civil rights as the parent company, but also to take up the role and obligations of the group member enterprises, subject to the overall planning of the group, and consciously accept the parent company from the property rights and the supervision of the provisions of the group charter, so as to ensure that the realization of the overall development goals of the enterprise group. The establishment of such a management system needs to be realized through a series of operating systems, so it is very important to improve the group's operating mechanism. First, the leadership mechanism of the enterprise group should be improved. Secondly, the integrated development mechanism should be improved. Adhere to the integration of the development strategy of the parent company and subsidiaries, the integration of the investment direction, and the integration of project validation. The parent company should subsidiaries of major investment and loan guarantee projects to implement the system of deliberation, the provisions of the limit above the project must be subsidiaries to provide feasibility reports, by the parent company to organize expert verification and deliberation before the implementation of the parent company, in order to prevent and reduce the loss due to investment mistakes and blind guarantees and joint and several liabilities. Third, to improve the incentive and constraint mechanism.

Third, the group's control of the four main problems of the solution Problem one: how to implement the effective control of fast-growing companies? control mode issues for the rapid development of the company is very important, sometimes often fatal. For this type of group companies, more need to introduce the concept of "integrated control model", that is, it is the first need for a scientific, clear strategic direction, to jump out of the "opportunities" in the sea, so as not to be too many opportunities to "drown". "Drowning". Secondly, should re-define and adjust the functional positioning of the headquarters, the pipe up, should not be resolutely put down. We often see the scale of some enterprises has been doubled, and the head of the enterprise still follows the original set of organizational structure and control model, which is naturally not feasible, reform and decentralization is imperative for them. But this is easier said than done. In the early stage of enterprise development, people due to the small scale and developed the habit of doing everything, everything is very difficult to change. At the same time, the skills required for small-scale operations are often not up to the requirements of large-scale operations, and personnel can not just be replaced. The actual way out may be either to train them to improve their ability; or have to be assigned to the post with which they are compatible. In short, the readjustment of the functions and authority of the headquarters will often affect the appointment and arrangement of existing personnel, which will increase the difficulty of reform. Once again, due to the change of strategic objectives and control mode, the corresponding support system such as human resource management, workflow and learning system have to keep up. For example, changes in departmental responsibilities will inevitably lead to changes in job responsibilities, so that the corresponding performance appraisal indicators are also adjusted. For example, the change of the original departmental authority and responsibility will certainly require a new workflow to match, otherwise the employees may not even know who to look for. Cross-regional, cross-industry large-scale operations are more inseparable from the need for management information systems, otherwise, managers can easily become blind. Problem 2: administrative means "Lalang match", "return to the big pile" and the formation of the group company how to carry out effective control? in the process of shifting from a planned economy to a market economy, the administrative means to form a group of companies has its certain necessity. However, due to the inherent lack of property rights between the parent company, coupled with institutional, personnel, cultural and other obstacles, often leading to "joint but not fit", "set but not group" phenomenon. Such as the lack of competitiveness of some subsidiaries, become a pot of rice "bottomless pit"; and some competitive subsidiaries and one-sidedly emphasize their own "independent legal person" status and resistance to the parent company's control. Group subsidiaries often have serious competition and waste of resources. Group subordinate enterprises are not integrated, did not form due synergy, the parent company can not implement the integrated operation, but with more than one subject to participate in direct market competition. In this case, the group's group advantage is difficult to play. In this kind of group, there is a considerable part of the main business is not prominent, the business correlation between the subordinate enterprises is not strong, resulting in the resources of the whole group can not be fully and reasonably integrated, so as not to form the core competitiveness of the enterprise. This kind of enterprise seems to be a large scale, but in fact it is a virtual fat, big but not strong. Once the wind blows, it will easily collapse. For this type of enterprise, its primary issue is to clarify the business strategy, highlight the main business, and accelerate the formation of its core competitiveness. After the strategic objectives are clear, and then around the scientific strategic objectives to design their own control system may be effective. Secondly, strengthen the headquarters to provide *** enjoy the function of services to the subordinate enterprises, as far as possible to reduce the work they undertake is not related to their business, such as centralized purchasing, logistics supply, etc., to highlight their main business functions. At the same time, the Group's brand and culture construction should be strengthened to enhance the Group's unified public **** visibility and internal identification with the Group, thus improving the cohesion of the entire Group and the subordinate companies' sense of belonging. Again, the gradual abolition of the legal person status of non-listed companies in the subordinate enterprises, they will be formed according to the characteristics of the industry division or branch, so that they can have engaged in the development of their own business with full flexibility and autonomy, but not out of control at the same time. Finally, after a certain number of years of operation, the formation of the group's excellent assets, can be pushed to the capital market, according to market requirements to standardize the operation. Question 3: How to change the environment does not adapt to changes in the old organizational structure? The diversification of business has intensified the complexity of management. Because the nature of the industry is not the same, the stage of development is not the same, simple linear function makes the organizational structure more difficult to meet the requirements of the diversified group company control, it can not distinguish between different industry characteristics and market demand, can not carry out targeted management. Therefore, the group's organizational structure must be converted to other forms, such as business unit system or matrix system. Since group companies have their own characteristics, it is difficult to give a suitable model without understanding it. However, regardless of the form of organization, the five main functions of the headquarters mentioned earlier are essential, of which the leadership and ****enjoyment service functions are more important. Secondly, the form of organizational structure is only one aspect of effective control of group companies. Group to achieve the purpose of effective control, but also in the headquarters and subordinate enterprises of the functional positioning, control mode, to figure out "what you do, what I do", which is the key to the control of the group. Only in the form of organization, undoubtedly a generalization. In fact, an enterprise in a different life cycle, its strategic objectives are different, so the corresponding organizational form should be different. Even in the linear-functional organizational structure, in the market start-up period, the organizational structure of the enterprise first need to meet the requirements of the competition for market share, the need to strengthen the use of existing technology and the development of market channels, so the organization of these aspects of the function is bound to be the first to come to the fore. To the rapid growth period, the enterprise organizational structure needs to meet the need to maintain the existing market share and compete for new, higher-end market demand. Therefore, the organizational structure needs to highlight the development of new technologies and products, and improve marketing and cost control functions. In the maturity stage, the organizational structure needs to further improve the above capabilities on the basis of more to meet the development of potential value of existing customers and strengthen the ability to serve customers at a deeper level. Accordingly, the customer group-oriented organization will appear more effective, which is why some enterprises, especially service enterprises such as banks, insurance companies, consulting firms, etc. to customer group division to build their own organizational structure. Question 4: How to deal with the control of group companies over their listed subsidiaries? China's group companies and foreign companies are different, many group companies in just some of the assets of the formation of subsidiaries listed first rather than the overall listing. This parent-subsidiary relationship is very different from the general non-listed parent-subsidiary relationship. The main differences are: First, the listed subsidiary is legally bound not only by the Company Law, but also to comply with the Securities Law, the Rules for the Governance of Listed Companies and other laws and regulations, and to accept the management of the national securities regulators. Second, in addition to safeguarding the expediency of the parent company, listed companies must also take into account the interests of the majority of middle and minority shareholders. Third, the operation of the listed company must be independent, not to be confused with the parent company, not to mention the parent company can not be disposed of at will. Fourthly, much of the information of the listed company must be open and transparent, not "black box operation". However, many group companies do not clearly recognize the difference between these, resulting in a series of problems: First, over-packaging before listing, high-quality assets to the listed company, resulting in the parent company from the listed company's pockets to go after the fact to arbitrarily pull out money from the listed company, the listed company as their own "ATM"; Second, the group company as the majority shareholder of the Behavioral capacity is insufficient, still accustomed to direct management of listed subsidiaries according to administrative affiliation, arbitrarily give them under the "red-ticket documents"; Third, the positioning of the headquarters of the group company is unclear, too much direct intervention in the business activities of listed subsidiaries, damage to the independence of the listed subsidiaries; Fourth, the group company is often through the listed subsidiaries of the transfer of benefits, to the detriment of other shareholders, and to the detriment of other shareholders. transactions with listed subsidiaries to transfer interests and jeopardize the interests of other shareholders; Fifth, the disclosure of relevant information about listed subsidiaries is insufficient or even falsified to achieve the purpose of insider control. It can be seen that the control of group companies over their listed subsidiaries is a new issue with Chinese characteristics. In order to make their own control in place, first of all, the group company from the source should be put in place, do not in order to a "circle of money" and over-packaging of subsidiaries listed, all the inefficient assets and ineffective assets are left to their own, the results of their own to get very bitter. Secondly, it should clarify the relationship with listed subsidiaries and the differences between them and non-listed subsidiaries, and should not treat public property as its own property to be disposed of arbitrarily, and should not violate the law or break the law. Thirdly, one should learn to be the boss of the listed company, that is, one should learn to exercise the shareholders' power enjoyed by the parent company over the listed subsidiaries through the board of directors of the listed company according to the requirements of the governance of the listed company, and to show one's will. In short, the listing is a matter of gain and loss, it is more demanding on the control ability of the group company.

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