阿里的合伙人制度与以往合伙人制度不同的是,阿里用合伙人制度几乎架空了其他股东的权力,使得其他股东只享有分红权,但没有对公司的管理权。甚至能不能分红,也由合伙人决定。
因为合伙人的权力包括以下几点:
1、合伙人拥有董事会一半以上席位的提名权,并且如果一旦提名的董事人选没有通过,合伙人有权任命其他的人选担任董事,以此来确保合伙人群体在董事会拥有一半以上的控制权。
(什么意思?简单来说,合伙人一定会拥有阿里董事会一半以上的董事席位,从而达到控制董事会的目的)
2、如果董事因为任何原因离职,合伙人有权任命临时董事,直至下一年度股东大会。
(也就是说,合伙人把董事会的人事权牢牢把握在手中)
3、合伙人有权决定每年向包括合伙人在内的公司高管发放多少奖金,而这些费用将作为管理费用支出,是税前支出,而股东分红是税后的。也就是说,合伙人可以先把钱用做发奖金,然后剩下的交完税以后再分给股东。这在其他公司,通常是由董事会决定,毕竟我们通常理解,股东才是公司的拥有者,而公司管理人员是请来的工人。不过这也白搭,因为刚才我们说了,董事会也由合伙人说了算。
Ali's partnership system is different from the previous partnership system in that Ali uses the partnership system to almost empty the power of other shareholders, so that other shareholders only enjoy the right to dividends, but not the right to manage the company. Even whether dividends can be distributed is decided by the partners.
Because the power of partners includes the following points:
1. Partners have the right to nominate more than half of the seats on the board of directors, and if the nominated director candidate is not passed, the partner has the right to appoint other candidates as directors to ensure that the partner group has more than half of the control of the board of directors.
(What does it mean? Simply put, partners will definitely have more than half of the director seats on Ali's board of directors, so as to achieve the purpose of controlling the board of directors)
2. If a director leaves for any reason, the partner has the right to appoint a temporary director until the next annual shareholders' meeting.
(That is, the partners have a firm grasp on the personnel power of the board of directors)
3. Partners have the right to decide how much bonus to pay to company executives, including partners, each year, and these expenses will be treated as management expenses, which are pre-tax expenses, while shareholder dividends are after-tax. In other words, partners can use the money to pay bonuses first, and then distribute the rest to shareholders after paying taxes. In other companies, this is usually decided by the board of directors. After all, we usually understand that shareholders are the owners of the company, and company managers are hired workers. But this is useless, because as we said just now, the board of directors is also decided by the partners.