The board is consists of four executive directors and three independent non-executive directors. The G20/OECD Principles of Corporate Governance(2015) point out that “The board is chiefly responsible for monitoring managerial performance and achieving an adequate return for shareholders, while preventing conflicts of interest and balancing competing demands on the corporation.”( The management level is consists of the three senior staff. The board of directors should be separated from the senior staff members who are the senior management of the company. The board of directors should be able to perform its judgment independently.
A chairman of the board of directors should be elected to effectively organize and execute the function of the board. The chaiman of the board should be the majority holder. The chairman should be responsible to summon the board meetings and brief all the problems related to the board proposed in the board meetings. The chairman of the board should approve and work out meeting agenda when needed to ensure the board meeting held regularly and proceed smoothly. At the same time the chairman of the board of directors should make sure all the directors have all the related information before the board meeting.The chairman of the board of directors should cooperate with the independent non-executive directors, promote good relationship between the executive directors and non-executive directors. The duties of chairman of the board and chief executive officer should be approved by the board and recorded in a statement.
Board of Directors should have the highest authority of the company and be able to make all important decisions include the following matters. The board of directors should review and provide guidance to work out development strategy of the company. Examine important plan, risk mitigation strategy, annual budget and business plane. To be specific, the three executive directors should lead the senior management to work out such plan and must have the four non-executive directors acknowledged. Regular board meeting should be held every three months to monitor important and significant capital expense, acquisition and sale out activities. All directors should participant in the board meeting. If one can not attend the meeting in person, he or she should have a representative to participate the meeting. The representatives should have a written consent signed by the director. Substantial procurement contracts over ten thousand dollars should be submitted to all executive directors and have non-executive directors acknowledged. The board of directors need to ensure the authenticity of the company’s accounting and finance report including the independent auditing. To achieve this purpose, the chief finance officer should be selected and approved both by the executive directors and non-executive director. Independent auditing agency should be approved and directly report to the board of directors and senior management. The board should establish the audit committee with members who have extensive experience or technical knowledge in auditing who are able to detect problems and to make inquiries to senior management and auditors. Audit committee meeting should be held in every six months period. Recruitment and appointment process of Chief executive officer and Chief financial officer should be regulated and transparent within the board. Party transactions should be approved and monitored by the board of directors. Any borrowing or debt exceed 100,000 dollars should be approved by the board of directors. Any change in the company policy should be approved by the board. Decisions should be made by voting. Decisions made by the board meeting should be in a form of written consent and filed.
The company should set up a supervisor system to monitor the performance of the senior management. It can have two supervisors. One should be selected by executive directors and another should be selected by non-executive directors. The directors and senior management level should not serve the position of supervisors. The supervisor should monitor the accounting system of the company. If any problems and substantial irregularity discovered, the supervisor could propose to hire a individual audit firm make investigation. The supervisors should monitor the acts of directors and senior managers that may be harmful to the company.
The responsibilities of the senior management is to execute the resolution of the board and report to the board. Draw up annual operation plan and budget plan and submit them to the board for approval. During the process of implanting the annual management plan and strategy plan, the managers should set up the regulation for budget of personnel and property to ensure the procedural of the plan and strategy. The senior management staff should be responsible for the daily financial management, summarize the operation of the company by collecting the financial reports of the company for the board of directors to review. i