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董事长与CEO,到底谁权力大? Chairman or CEO, who is more powerful?


Who is the more official chairman or CEO? You may answer without hesitation. Of course, it is the chairman. Our company is like this, and the companies around me are also like this. Yeah?


Why in 1985, Apples chairman Steve Jobs was driven out of Apple by the CEO and board members?


Why has Huaweis Ren Zhengfei been the CEO since 1999, and the chairman is Sun Yafang?


Why did Tesla’s chairman Musk step down and become CEO in 2018, and he said he plans to abolish the chairmanship in three years?


Now, do you still think the chairman has more power? Lets first explain the concept of chairman and CEO.

董事长与CEO,具体负责什么? Chairman and CEO, what are they responsible for?

CEO是首席执行官,英文是Chief Executive Officer。

The CEO is the chief executive officer, and the English is Chief Executive Officer.


Since the mid-1970s, almost all major US companies have had CEOs. The responsibility of the CEO is the general person in charge of the companys daily operation and management activities, and the chief executive officer of the company. Unless there are special circumstances, he himself is also a member of the companys board of directors.


The CEO is an exotic product. It was first learned by Internet companies from the West.There is no such term in Chinas corporate law. Our country has always had the general manager responsibility system.


If you check the information on Huawei’s industrial and commercial registration, Ren Zhengfei’s position is (general) manager. He is the CEO only during external publicity. This is to facilitate communication when dealing with other countries, because in the West, the position of general manager is actually The rank is lower than the CEO.


So, how can Ren Zhengfei be called the president in many cases? What is this concept? The president is the President, and there is actually no in Chinese company law.


In foreign countries, the president is also a lower-level position than the CEO, so when dealing with foreign countries, Ren Zhengfei will not use the title of president.In the Chinese environment, the term president is not necessarily a fixed position. It often carries a sense of identity. Therefore, literary works will say "the domineering CEO loves me". If you want to say "the domineering CEO loves me" Its a bit weird, after all, the CEO is too formal.

再来看看董事长,董事长英文是Chairman of the Board,他其实没有任何行政权力,根据中国的《公司法》,他最重要的权力是召集和主持董事会会议,这在各国也差不多,真的不算太大的权力。本质上,董事长就像是日本天皇或者英国女王,象征意义更大些。

Let’s take a look at the chairman. The English name of the chairman is Chairman of the Board. In fact, he does not have any executive power. According to China’s "Company Law", his most important power is to convene and preside over board meetings. This is similar in various countries, really. Not too much power. In essence, the chairman is like the emperor of Japan or the queen of England, which is more symbolic.


Many people mistakenly think that the CEO is appointed by the chairman of the board, but it is wrong. The appointment and dismissal of the CEO is the responsibility of the board of directors. In the board of directors, the chairman, like all other directors, has one person, one vote, and there is no relationship between superiors and superiors.

为什么有董事长比CEO权力大的错觉? Why is there an illusion that the chairman is more powerful than the CEO?


From the "Company Law", the chairman of the board does not have any natural power. He is only one of the shareholders trustees. Why does it give us the feeling that the chairman of the board has more power than the CEO? Even in literature and film and television works, the chairman is the highest leader.This is actually because the chairman’s identity often overlaps with other identities, so the chairman’s power is added.For example, in reality, the chairman is often held by the controlling shareholder, and he himself has control over the company. Sometimes the founder or a member of his family serves as the chairman of the board. Even if the shares are not high, but the prestige is high, and the subordinates believe in him, they will naturally have power.


When will the chairman have some special status blessings? Generally, the establishment time is not long, the prestige of the founder is still high, or the equity is very concentrated, and the controlling shareholder has great power. You see in China, companies generally have not been established for a long time, and the equity is very concentrated, so it feels that the chairman of the board is often the most powerful, and many Chinese chairmans are actually doing administrative work by Western CEOs; in comparison, In the United States, many large companies have gone through several generations of leaders and their equity is highly dispersed. At this time, the company’s engine is actually the chief executive of the CEO, not the chairman. The chairman often acts as a supervisor and organizer. The role of the board of directors.


You should now understand why CEOs sometimes appear to be very powerful, and sometimes they appear to be less powerful.In fact, the more mature the corporate governance structure, the more equal and mutually restrictive relationship between chairman and CEO. If you have to compare their powers, in fact, it depends on who is supported by other members of the board of directors.For example, although Jobs was the chairman of the founder’s identity, he was not the controlling shareholder. He and CEO Sculley’s strategy After the conflict broke out, most of the board members supported Sculley, so Jobs had to withdraw.

两职分离还是两职合一? Separation of the two positions or integration of the two positions?


The relationship between the CEO and the chairman is so erratic, what is certain? Quite simply, if you see a person who is the chairman and CEO of this company, he is generally the absolute number one person in this company, unless it is a very special situation.


Because the chairman of the board is the core figure in the board of directors, the board of directors has the power to appoint, supervise, and dismiss the CEO, and the CEO is the person in charge of daily operation and management activities. These two positions are held by one person, then the power will be doubled?


But this will lead to the next question of corporate governance, which is the combination of chairman and CEO, or separation of the two roles?


There are many examples of the integration of two positions, such as Liu Qiangdong of JD, Robin Li of Baidu, Hongyi Zhou of 360, Yu Minhong of New Oriental, Lei Jun of Xiaomi, these are all, and there are many companies that separate the two positions, such as Alibaba, now Microsoft, Tesla, Starbucks, etc. are also good companies. If you say that unity is better or separation is better, its really not easy to say, this is an issue that is often debated in the field of corporate governance.


Supporters of the integration of the two positions believe that the chairman and CEO will help improve decision-making efficiency and help companies adapt to the ever-changing market environment. If the separation may lead to the ambiguity of corporate leadership power, leading to double-headed leadership. The viewpoint that supports the separation of the two positions is that if the chairman of the board is also the CEO, the supervisory function of the board of directors will inevitably be weakened, and the CEOs opportunistic behavior will increase, damaging the interests of the company.


Both parties can find data and evidence to support their views in reality, so this conclusion is vague. The generally accepted view is that contextualized factors play an important role here. In a turbulent environment, or the company is in a stage of rapid growth and needs change, the company needs a strong leader. At this time The integration of the two jobs is reasonable. The aforementioned Ali, Microsoft, Tesla, and Starbucks have actually merged the two jobs for a long time after their establishment; but in a stable environment, especially the size of the company When it is relatively large, the separation of the two positions will lose some decision-making efficiency, but it can have better monitoring of the management team, which is more beneficial to the stable development of the enterprise.


From 2001 to 2018, in the S&P 500 companies, the proportion of companies with two separate positions has risen from 26% to 50%. Therefore, the chairman and CEO are held by two persons. At present, it is a trend.


In China, the government also hopes to guide the separation of the two positions. Therefore, although the relevant regulations of the China Securities Regulatory Commission are not mandatory, they also have an effect. The separation of the two positions of chairman and CEO of Chinese listed companies can reach more than 75%.


First, the CEO is the general person in charge of the companys daily operation and management activities, and is the companys top executive. The chairman is the core figure of the board of directors and is responsible for supervising the management and organizing the work of the board of directors.


Second, their power and responsibilities are related to the situational factors in which the company is located. Understanding their position in the company helps us understand the companys development stage and management needs.


Power is a game, and the best plot is always evenly matched.