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🌏 | US GameStop Starts Searching for New CEO Digital Transformation Perspective


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US GameStop Starts Searching for New CEO Digital Transformation Perspective

 
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According to the same people, GameStop's board of directors has hired a headhunter to start looking for a new CEO.
 

[Reuters] – GameStop, a US game sales company, is looking for a new CEO ... → Continue reading

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board of directors

board of directors(Board of directors[1]) IsLtd.It is a collegial body that makes decisions on business execution, etc., and in the case of a one-layer type, it also supervises business execution, and delegates (decision) on business execution to specific directors, etc. except for important ones. Is normal, but in the case of a two-layer type, it is also translated as an executive board,Audit & Supervisory BoardWill be supervised by business execution.

Japanese board of directors

Japanese corporationIn, the board of directorsCompany with Board of DirectorsIt is a collegial body that makes decisions on business execution in Japan.Also known as a board or board.OldCommercial lawUnder, it was a mandatory institution (necessary institution) for a joint-stock company, but nowCompany lawIn principle, it is a voluntary institution and does not have a board of directors.Company without Board of Directors) Is also accepted.However,Public companyIs obligatory to install.

  • Regarding the Companies Act, only the number of articles is described below.

Incidentally,Special limited companyIs positioned as a joint-stock company under the Companies Act, but it cannot have a board of directors (Article 17 of the Law Concerning the Development of Related Laws Accompanying the Enforcement of the Company Law).

A member of the board of directorsDirectorabout,DirectorSee item.

Constitution

A stock company that has a board of directors or a stock company that must have a board of directors pursuant to the provisions of the Companies ActCompany with Board of DirectorsSay (2 articleNo. 7).In a company with a board of directors,DirectorMust be at least 3 people (331 articleSection 5), the board of directors is allDirectorConsists of (362 article1).

Incidentally,Company with audit and supervisory committee,Company with Nominating CommitteeSince the duties, responsibilities, term of office, etc. of the board of directors and directors in the above are different, the following is described with the board of directors in a normal joint-stock company in mind (for the board of directors of a company with an audit and supervisory committee).Company with audit and supervisory committee, About the board of directors of companies with nominating committees, etc.Company with Nominating CommitteeSee).

Duties / authority

The board of directors decides on the execution of business of the company,Director(PresidentSupervises the execution of duties (including), and selects and dismisses representative directors (including)362 articleItem 2).It is also possible to select a director who executes business other than the representative director (363 article(Item 1 No. 2)

Board of Directors Exclusive Decisions
The Board of Directors may not delegate the following matters or other important business execution decisions to the Directors (Article 362, Paragraph 4).
  • Disposal and transfer of important property (Article 362, Paragraph 4, Item 1)
  • Large amount of debt (Article 362, Paragraph 4, Item 2)
  • ManagerAppointment and dismissal of other important employees (Article 362, Paragraph 4, Item 3)
  • Establishment, change and abolition of branches and other important organizations (Article 362, Paragraph 4, Item 4)
  • RecruitmentCorporate bondIssuance decision (Article 362, Paragraph 4, Item 5)
  • Establishing a system to ensure the appropriateness of business (Article 362, Paragraph 4, Item 6)
  • Approval of exemption from liability for negligence of duties by directors (Article 362, Paragraph 4, Item 7)
Other resolutions
Each is specifically stipulated by law, and the following matters are to be resolved by the Board of Directors.
Duties and authority of directors of a company with a board of directors
Of the directors of a company with a board of directors, the representative director and executive director must execute the business of the company and report the status of execution of duties to the board of directors at least once every three months (363 articleItem 2).

Management

Convene
Each board of directorsDirectorConvenes.However, the convenerArticles of IncorporationOr, when stipulated by the Board of Directors, the director shall convene.In this case, a director other than the convening right holder may request the convening right holder to convene the board of directors by indicating the matters that are the purpose of the board of directors (366 article).
Unless the articles of incorporation stipulate a period of less than one week, the convener shall be convened by each director and one week before the date of the board of directorsCompany with Audit & Supervisory Board MembersThen,Statutory AuditorMust issue the notification to (368 articleItem 1).
In the case of a company with directors and corporate auditors, the board of directors may be held without going through the convocation procedure with the consent of all corporate auditors (Article 368, Paragraph 2).
Company with Audit & Supervisory Board MembersInStatutory AuditorMust attend the board of directors and state his / her opinion when he / she finds it necessary (383 article1).
Audit & Supervisory Board Members may request the Directors to convene the Board of Directors when they deem it necessary, and may convene the Board of Directors if the notice of convocation is not issued (383 article2).
resolution
The resolution of the board of directors can participate in the resolutionDirectorIn principle, a majority of the attendees will attend and the majority will attend.Articles of IncorporationYou can set a ratio that exceeds this (369 articleItem 1).
However, directors who have a special interest in the resolution cannot participate in the resolution of the board of directors (Article 369, paragraph 2).
Regarding the proceedings of the Board of Directors, the minutes shall be prepared in accordance with the Ordinance of the Ministry of Justice, and if the minutes are prepared in writing, the directors and corporate auditors who attended shall sign or seal the minutes. Must (Article 369, Paragraph 3).
When all the directors have expressed their intention to consent in writing or electronically, it is considered that the proposal has been approved.Articles of IncorporationCan be determined by (370 article).
Minutes
Minutes of the proceedings of the Board of Directors were prepared, and when the minutes were prepared in writing, attended.Directoras well as the Statutory AuditorMust sign or seal this (Article 369, paragraph 3).
Shareholders may request inspection or copying at any time during the business hours of a stock company when it is necessary to exercise their rights, but a company with auditors, a company with audit and supervisory committee, or a designated company. It is necessary to obtain the permission of the court in a company with committees, etc. (371 articleItem 2).
CreditorsBoard MemberOrExecutive officerWhen it is necessary to pursue the responsibility of, with the permission of the court, a request for inspection or copying may be made (Article 371, Paragraph 4).
Parent companyEmployees may request inspection or copying with the permission of the court when it is necessary to exercise their rights (Article 371, paragraph 5).

History

The Japanese board of directors was amended by the Commercial Code in 25.Authorized capital systemAt the same time, it introduced the Board of Directors system in American companies.Before this amendmentDirectorIt was considered to be a necessary organization of the company itself, but after the revision, the board of directors became a necessary organization, and the directors became its members.

After that, it was established in 2005 (Heisei 17).Company lawIn (enforced in May 2006), directors became a necessary institution, and the board of directors became a voluntary institution in principle (enforced in May 5).326 articleItem 2).For cases where there is an obligation to appoint a director327 articleThere is a provision in paragraph 1.

Obligation to establish a board of directors, etc. (Article 327 paragraph 1)

The following stock companies must have a board of directors.
  1. Public company
  2. Company with board of auditors
  3. Company with audit and supervisory committee
  4. Company with Nominating Committee

The problem of corpse

The board of directors is said to be fierce in both small and large companies.

Problems in small companies

To have a board of directorsDirectorAt least 3 people are required, so in a small companyPresident(The president) Monopolizes the management, and in many cases, other directors are only nominally selected by family relatives, etc., and their supervisory responsibilities do not function at all ()Family business).Moreover, such small companies make up most of the Japanese corporations.Company lawNow that the issue has been enforced, it has become possible to eliminate the appointment of nominal directors by abolishing the board of directors.

Problems in large companies

On the other hand, even in large-scale companies, the board of directors has become a mere ghost in a different sense.Regardless of the inherent necessity and aptitude of directors in a company with a board of directors, directors are positioned as an extension of the career advancement course for managers and executives, and the board of directorsChairDue to the personnel practice of appointing directors according to the intentions of top management, the board of directors becomes too large to make flexible decisions, or the resolutions of the board of directors are usuallyMade by unanimous[Source required](Legal majority is enough,369 article1), it is said that the management check function does not work.Since the consciousness of subordinates toward the top management and the consciousness of relatives to the supervised side is stronger than the consciousness as a director who supervises the business execution of the company below the representative director and represents the interests of shareholders, it is done with "Nanaa". And the constitution that hides crimes, misconduct, and management problems is often the subject of criticism.

1997 (Heisei 9)SonySince then, to increase the mobility of decision makingCorporate OfficerIntroduce a system to reduce the size of the board of directors, orOutside directorThe number of large companies to add has increased significantly (under the Companies Act,Article 2The definition of outside director was clarified in No. 15).Hitachi, Ltd.,ToshibaIn some cases, the board of directors may be reformed by giving the right to proceed with the proceedings of the board of directors with an outside director as the "chairman of the board of directors".[2]..Executive officers may be assigned as an alternative treatment method to reduce the number of conventional directors, or ratherExecutive DirectorIn some cases, the board of directors concentrates on checking management and enhances management agility by entrusting business execution to executive officers and executive officers.Also, from the pastExecutive CommitteeIn some cases, a meeting body such as "or" was set up and daily work was handled by a small number of directors who were familiar with the work, and serious matters were approved by the entire board of directors.

The powers of these systems were often ambiguous due to lack of legal backing.So the law isExecutive Director(363 articleItem 1 item 2)Special Director(373 article),MoreoverCompany with Committee-Executive officerWe have a system called.Special directors are under the old Commercial Code.Important Property CommitteeIt is a successor to the system introduced as.In addition, it has recently come to light that even listed companies rarely hold a board of directors (meeting).

American Board of Directors

America OfLtd. TheDirector (director) Board of Directors organized by (Board of Directors) Shareholder OfRepresentativeOperate as.But everyday workBoard Member (officer) Is in charge.Officers depending on their assigned roleChief executive officer (Chief Executive Officer; CEO),Chief Operating Officer (Chief Operating Officer; COO)Give other names.In the case of a company run by a major shareholder, the CEOPresident (President) In many cases, it also serves as.In listed companies, the CEO will prevent the company from being privatized.Chairperson of the Board (Chairman of the Board of Directors) To concurrently serve ascomplianceAlthough it is considered undesirable, it is actually the chairman of a number of well-known listed companies. (Chairman) And CEO can be seen concurrently.Also, the majority of the board of directorsOutside director (Outside Director) . The United KingdomThen.CEO (Chief Executive) And the chairman of the board are different people, and the majority of the board of directors is an outside director (Outside Director) Is required by law.

Unless required by state law to set up a position, a president may not be assigned if a special position such as a CxO (Chief Executive Officer) position is assigned.

The above is the greatest common divisor of a joint-stock company in the United States, but the institutions and organizational structures that need to be established are not uniform because they are stipulated by state law or stock exchange rules.The meeting itself, where directors gather, is in English.“Directors Meeting”The proceedings facilitator there is in English“Chairman of the Board”That.

German board

Germany OfInc. (AG)Then, the board of directors (alone: Board of Directors) Role and authorityAudit & Supervisory Board (Aufsichtsrat) とExecutive Board (Vorstand) Divided into two institutions, human beingsMembers of the Board of Corporate Auditors (Aufsichtsratsmitglied) とMembers of the Executive Board (Vorstands mitglied) A two-tiered board of directors has been adopted in which the board of corporate auditors supervises the board of executive officers.This system is usually the German Commercial Code (1861Introduced by (enactment)1870It was made into the necessary institutional composition of the corporation.In addition, German companies have a system that includes employee representatives as members of the board of corporate auditors, and the corporation (AG), which has more than 500 employees, has a system.General meeting of shareholdersIn addition to the members of the Board of Corporate Auditors appointed in, the members of the Board of Corporate Auditors representing employees are appointed.

In addition, in GermanyStock joint stock company (KGaA) does not have a board of directors or executive board, but it does have a board of corporate auditors similar to that of a corporation (AG).

Also in GermanyCo., Ltd. (GmbH)(Limited liability companies (including UG (haftungsbeschränkt))) do not have a board of directors or executive board, and the board of corporate auditors is not a mandatory body.Articles of IncorporationIt can be installed according to the provisions of.However, a limited company (GmbH) with more than 500 employees is subject to the same system as the corporation (AG), which includes employee representatives as members of the board of corporate auditors, so a board of corporate auditors must be established. Must be.

  • About Japanese notation
Since the system is different from that of the Japanese board of directors, there are several ways to translate it into Japanese.
  • Board of Directors May be translated into Japanese by the management committee in addition to the board of directors.
  • Supervisory board May be translated into Japanese as the Supervisory Board in addition to the Audit & Supervisory Board.
  • Board of Directors May be translated into Japanese by the Executive Board or the Board of Directors in addition to the Executive Board.

German Audit & Supervisory Board

Board of Corporate Auditors of a German company (alone: Supervisory board) Role audits the business execution of the company,Executive Board (Vorstand) Advise on general businessMembers of the Executive Board (Vorstands mitglied) Is to be appointed and dismissed.JapaneseLtd. OfAudit & Supervisory BoardIs very different from.The Board of Corporate Auditors can inspect and audit the company's books and records in addition to the company's property.Also, if necessary for the benefit of the company,General meeting of shareholdersMust be convened.The authority to execute business cannot be delegated to the Board of Corporate Auditors,Articles of IncorporationAlternatively, the Board of Corporate Auditors must stipulate that the consent of the Board of Corporate Auditors is required to make certain transactions.

Member of the Board of Corporate Auditors of Germany

A member of the board of corporate auditors of a German company (alone: Member of the Supervisory Board), That is, a member of the Board of Corporate Auditors (alone: Aufsichtsratsmitglied) Is an Audit & Supervisory Board Member (alone: Supervisory boardAlso known as the Board of Corporate Auditors), but in JapanLtd. OfStatutory AuditorIs very different from.

MoreAuditor #GermanySee.

Management of the German Audit & Supervisory Board

Audit & Supervisory Board (Aufsichtsrat) It is,Members of the Board of Corporate Auditors (Aufsichtsratsmitglied) Chairman of the Board of Corporate Auditors (alone: Aufsichtsratsvorsitzender), That is, the chairman of the board of corporate auditors (alone: chairman of the supervisory board) One and one or more vice presidents (alone: Deputy Chairman) Must be selected.Generally the chairmanShareholderIn large companies that are selected from the members of the board of corporate auditors of the representative, the vice chairman is often selected from the members of the board of corporate auditors of the employee representatives.

Unless otherwise provided by law, the quorum of resolutions is more than half of all members of the Board of Corporate Auditors (Article 28 of the Co-determination Act).Voting on behalf of other members of the Board of Corporate Auditors is also considered participation in the resolution.Unless otherwise specified, a resolution requires a majority of votes.If the number is the same, the vote can be re-voted, but in this case as well, the chairman of the Board of Corporate Auditors has the right to decide if the number is the same.The Vice Chairman of the Board of Corporate Auditors does not have such decision-making power (Article 29 of the Co-determination Act).

The Board of Corporate Auditors may establish a committee and delegates to such committee to make decisions on behalf of the Board of Corporate Auditors regarding matters other than certain matters stipulated in Article 107, Paragraph 3 of the Stock Law. can do.The German Corporate Governance Law stipulates that the Board of Corporate Auditors must form an Audit Committee.

Appointment of members of the German Executive Board

In accordance with Article 31 of the Joint Decision LawMembers of the Executive Board (Vorstands mitglied) Board of Corporate Auditors in the appointment of (Aufsichtsrat) Resolution requires a two-thirds majority.If you do not get such a large numberMembers of the Board of Corporate Auditors (Aufsichtsratsmitglied) A four-member expert committee must propose an appointment that will take less than a month.After that, the resolution of the Board of Corporate Auditors may be adopted by a majority, regardless of whether or not the proposal is accepted.If the number is the same, the chairman of the Board of Corporate Auditors (Aufsichtsratsvorsitzender) Has the right to decide.

German Executive Board

Executive Board of German companies (alone: Board of Directors) Executes business at its own risk.The Executive Board regularly discusses important reasons, as well as business policies, company profitability and current business conditions.Audit & Supervisory Board (Aufsichtsrat) Must be reported to.

Member of the German Executive Board

Members of the Executive Board (alone: Board member), That is, a member of the Executive Board (alone: Mitglied des Vorstands) Has one or more members (however, companies with a basic capital of more than 1 million eurosArticles of Incorporation1 or more unless specified by 2 person).Members of the Executive BoardNatural personAnd completeActing abilityLimited to those who have.Also,Members of the Board of Corporate Auditors (Aufsichtsratsmitglied) Cannot concurrently serve as a member of the Executive Board.Members of the Executive Board have a maximum term of five yearsAudit & Supervisory Board (Aufsichtsrat) Is appointed by.Reappointment or extension of term is limited to a maximum of 5 years each.

Management of the German Executive Board

Executive Board (Vorstand) Can establish business rules.However,Articles of Incorporation Audit & Supervisory Board (Aufsichtsrat) This does not apply if the Company has been given the right to establish business rules, or if the Board of Corporate Auditors has already created business rules for the Executive Board.

Representative rights of the German Executive Board

Executive Board (Vorstand) The company, both in and out of courtRepresentativeTo do.If the Executive Board consists of several members, all members of the Executive Board (Vorstands mitglied) Represents the company only jointly (JapanFormer Joint Representative Director SystemClose to).However,Articles of IncorporationThis does not apply if there is a special provision in.The Articles of Incorporation may stipulate that members of the Executive Board have representative authority alone or jointly with a person who has a power of attorney.Members of the Executive Board with joint representation rights may determine the division of duties among themselves.Of the members of the Executive BoardAgentThe representative authority of these agents is the same as that of regular members of the Executive Board in relation to third parties.Each change in executive board or representative authorityCommercial registrationMust be registered in the book.

French board

FrenchLtd. In (SA)General meeting of shareholdersBy a resolution of more than two-thirdsTraditional single-layer boardとGerman-style two-tier boardYou can choose either.Also, if it is changed later, it will be decided by a resolution of two-thirds or more at the general meeting of shareholders.Whichever engine design you choose,Articles of IncorporationIn addition to the officers appointed at the general meeting of shareholders according to the provisions of the Board of Directors, the officers appointed by employees directly by election are appointed by the Board of Directors. (Conseil d'administration) orAudit & Supervisory Board (Conseil de surveillance) It can be included in the members of, but the number does not exceed one-third and up to five people.

French traditional board

Traditional board (Buddha: Conseil d'administration (CA)In the case of a company that establishes), the board of directors (CA) sets the direction of the company's business and manages its implementation.Within the scope of the company's purpose and explicitly by lawGeneral meeting of shareholdersIn accordance with the authority granted to the Board of Directors (CA), the Board of Directors (CA) handles all matters affecting the management of the company and makes decisions in consultation.Board of Directors (CA)Chairman of the Board (PCA) Selection / dismissal,Executive Officer (President, DG)Has the authority to appoint and dismiss, and decide whether to grant the representative right of the company to the chairman of the board (PCA) or the executive officer (DG).

Director of the French Board of Directors

The board of directors (CA) of a French company is a director (Administrator) Composed of.

MoreDirector (Administrator) See

Management of the French board of directors

Board of Directors (CA) resolutions attendedDirector (Administrator) Alternatively, it is decided by a majority vote of the directors represented by the power of attorney.If the number is the sameArticles of IncorporationUnless otherwise specified inChairman of the Board (PCA) Has the right to decide.The quorum is half the total number of directors.For state-owned enterprises and their subsidiaries with a 50% or more stake, employee representatives have the right to consult on the board of directors (CA).

French Audit & Supervisory Board and Executive Board

1966Due to the revision of the French Commercial Code of FranceLtd. (SA) isGerman two-tier boardIt became possible to select a new engine design with reference to.Co., Ltd. (SA)General meeting of shareholdersBy a resolution of more than two-thirdsBoard of Directors (CA) とChairman of the Board (PCA),as well asExecutive Officer (President, DG)Instead of installingAudit & Supervisory Board (Conseil de surveillance) とExecutive Board (Directoire) Can be installed.

  • About Japanese notation
Since the system is different from that of the Japanese board of directors, there are several ways to translate it into Japanese.
  • Conseil de surveillance May be translated into Japanese by the Audit & Supervisory Board as well as the Audit & Supervisory Board.
  • Directory May be translated into Japanese as an executive body in addition to the executive board.

French Audit & Supervisory Board

FrenchStock joint stock company In (SCA)1856From the Board of Corporate Auditors (Buddha: Conseil de surveillance) Is obligatory.In the partnership limited by shares (SCA),businessmanBy having a qualificationBusiness practiceUnlimited liability employees who can do (Command ités) And was entrusted with the business execution of the companyDirector (Gérant) The board of corporate auditors audits the business execution of the company.

FrenchLtd. In (SA)1966Board of Corporate Auditors due to amendment of French Commercial Code (Conseil de surveillance) Was introduced.Board of Auditors (Conseil de surveillance) Most of the provisions related toBoard of Directors (CA) Similar to the one that applies to, but the board of corporate auditorsExecutive Board (Directoire) The board of directors (CA) has a management function, whereas it simply supervises. German Audit & Supervisory BoardIt is an institution similar to JapanLtd. OfAudit & Supervisory BoardIs very different from.

Member of the French Audit & Supervisory Board

Member of the Audit & Supervisory Board of a French company (Buddha: Membre du Conseil de surveillance) Is the Board of Corporate Auditors (Conseil de surveillance) Is a member of. German AuditorIt is an institution similar to JapanLtd. OfStatutory AuditorIs very different from.In addition, it should be notedAccounting Auditor (Commissaire aux comptes) TheBoard of Directors (CA) And attends the Board of Corporate Auditors, but is a different officer from the members of the Board of Corporate Auditors.

MoreAudit & Supervisory Board Member #French Audit & Supervisory Board MemberSee.

French Executive Board

Executive Board (Buddha: Directory) Is widespread, the purpose of the company andGeneral meeting of shareholdersandAudit & Supervisory Board (Conseil de surveillance) It is only restricted by decisions that are legally reserved.To the authority of the Executive BoardArticles of IncorporationThe restrictions added in are binding within the company, but cannot be countered by third parties.The Executive Board must submit quarterly business reports to the Audit & Supervisory Board.

Member of the French Executive Board

Executive Board (Directoire) Is a member of the Executive Board (1 or more and 5 or less (7 or less in the case of a listed company)Buddha: Membre du Directoire), And the members of the Executive Board areNatural personNeed to beAudit & Supervisory Board (Conseil de surveillance) Appointed byArticles of IncorporationExcept as specified inShareholderThere is no need.Also,Members of the Board of Corporate Auditors (Membre du Conseil de surveillance)Cannot concurrently serve as a member of the Executive Board.The term of office of members of the Executive Board is four years unless otherwise specified in the Articles of Incorporation, and a minimum of two years and a maximum of six years when provided.Executive Board members are usuallyGeneral meeting of shareholdersAnd if it is stipulated in the articles of incorporation, it will be dismissed by the Board of Corporate Auditors.

Management of the French Executive Board

The rules regarding management decisions made by the Executive BoardArticles of IncorporationIt is determined in.The Executive Board is a collegial management body. Audit & Supervisory Board (Conseil de surveillance) Must select one member of the Executive Board to represent the company to a third party.Those selected in this wayExecutive Officer Chairman (Président du directoire) Has the title of.Executive Officer Chairman is designated by the Board of Corporate AuditorsExecutive officer(Directeurs Généraux:Plural form)Assisted by.

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