股权激励方案落地执行
十年股权整理解决方案落地实施

The mechanism of the board of directors meeting can be stipulated by the company's articles of association, and the voting at the board of directors meeting shall be one person, one vote. For a limited liability company, the board of directors should be attended by more than half of the directors before it can be held. A resolution made by the board of directors must be passed by a majority of all directors. The board meeting should be attended by the director in person. If a director is unable to attend for any reason, he/she may entrust another director in writing to attend on his/her behalf. The power of attorney should specify the scope of authorization.

从上述董事会表决方式可以看出，实际控制人控制董事会的成员席位即可控制董事会的决议，终达到控制公司的目的。实践中，控制公司董事会有以下几种方式：1、控制公司股东会的表决权，选举或指派代表自己利益的董事成员。

From the above voting methods of the board of directors, it can be seen that the actual controller can control the resolutions of the board of directors by controlling the seats of the board members, ultimately achieving the goal of controlling the company. In practice, there are several ways to control a company's board of directors: 1. Control the voting rights of the company's shareholders' meeting, and elect or appoint directors who represent their own interests.

2、控制董事的提名方式。董事一般由股东、董事会成员提名，甚至还可以公开召集候选人。董事会提名常见，一旦发生控制权之争，董事会就会利用公司章程不明确之处或特别规定来剥夺股东的提名。

2. Control the nomination method of directors. Directors are generally nominated by shareholders, board members, and may even publicly convene candidates. Board nominations are the most common, and in the event of a control dispute, the board will use unclear or special provisions in the company's articles of association to deprive shareholders of their nominations.

3、对董事的资格进行审查。例如，公司章程规定，董、监事候选人产生程序是：由董事会召开股东座谈会，听取股东的意见，审查候选人任职资格，终确定候选人。

3. Review the qualifications of directors. For example, according to the company's articles of association, the procedure for selecting candidates for directors and supervisors is: the board of directors holds a shareholders' meeting to listen to shareholders' opinions, review the qualifications of candidates, and ultimately determine the candidates.

4、限制董事的更换数量。即规定每年只能改选部分董事，通过设置更换董事的比例，原控制人可保持在董事会中的优势地位。

4. Limit the number of directors to be replaced. It is stipulated that only a portion of directors can be re elected each year, and by setting a ratio for replacing directors, the original controller can maintain an advantageous position in the board of directors.

5、限制股东提名董事的人数。例如，公司章程规定，由董事会根据股东股权结构确定选举或改选的董事名额。

5. Limit the number of directors nominated by shareholders. For example, the company's articles of association stipulate that the board of directors determines the number of directors to be elected or re elected based on the shareholder equity structure.

6、提高表决通过所需投票比例。公司章程将一些重要事项列为董事会的特别表决事项，如将董事提名、选举董事长、对外投资及担保等重大事项列为特别表决事项，要求2/3以上董事的同意才可。然而，在现实中，当公司在对外进行融资时，公司的投资人往往会以增加选定的董事作为投资条件，甚至直接要求董事的任免权。此时，创始人就要注意控制董事会的人数，保持“自己人”的比例。一般而言，创始团队在公司发展初期，起码要控制三分之二的董事人数；在公司成熟期，也要控制一半以上的董事人数。

6. Increase the proportion of votes required to pass the vote. The company's articles of association list some important matters as special voting matters for the board of directors, such as nomination of directors, election of chairman, external investment and guarantee, which require the consent of more than two-thirds of the directors. However, in reality, when a company is financing externally, investors often consider adding selected directors as investment conditions, and even directly demand the appointment and removal rights of directors. At this point, the founder should pay attention to controlling the number of directors and maintaining the proportion of "own people". Generally speaking, in the early stages of company development, the founding team must control at least two-thirds of the number of directors; In the mature stage of the company, it is also necessary to control more than half of the number of directors.