中天华溥张宏波：企业制度体系建设前要准备好哪些必备条件 作者：中天华溥首席专家 张宏波 二、企业规范化管理体系的"两层结构、三层体系" 上文我们强调了制度只是企业规范化管理体系中的一种重要形式，但并不是仅有的唯一形式，那么我们再 简单介绍一下企业规范化管理中到底包括哪些内容。如果用我们的经验总结一下就是，在企业的规范化管 理体系中，一共包含着所谓的"两层结构、三层体系"的整体内容，这也组成了企业规范化、科学化管理体 系中的整体架构。 其中"两层结构"的内容就是"企业的治理结构"与"企业的组织结构"，而"三层体系"的内容就是"企业的授权 体系"、"企业的流程体系"与"企业的制度体系"。两层结构是企业规范化管理的基础，三层体系是企业规范 化管理的表现，二者互为依托，缺一不可。 三、"两层结构"与"三层体系"的建设顺序 需要指出的是，企业规范化管理体系的"两层结构、三级体系"属于逐次递进的关系，也就是说在开展企业 的规范化管理时，必须要首先确定清晰合理的治理结构与组织结构，然后再逐步建设企业的权责体系、流 鄙人曾经作为一名咨询顾问去一家企业搞制度建设，企业老总的一句话让我感触颇深：实际上在企业的具 体工作中，很少有 ...

Core Viewpoint - The ongoing inheritance dispute involving Zong Qinghou has reached a turning point, with the state-owned major shareholder of Wahaha finally intervening, indicating a shift from a family matter to a public interest issue affecting corporate governance [3][5]. Group 1: Major Shareholder's Change of Attitude - The major shareholder of Wahaha, a state-owned entity holding 46% of the shares, has historically remained passive, allowing Zong Qinghou to dominate operations and strategy [7][8]. - Following Zong Qinghou's death, the governance vacuum and intense succession competition have prompted the state-owned shareholder to abandon its previous silence and take action [9][10]. - The recent trademark transfer incident, where 387 trademarks were proposed to be transferred from the state-owned entity to a company controlled by Zong's daughter, signifies a significant shift in the shareholder's strategy [12][14]. Group 2: Financial Performance and Shareholder Returns - Wahaha has shown strong financial performance, with sales exceeding 50 billion annually, and a projected revenue of 70 billion for 2024, reflecting a year-on-year increase of approximately 200 million [17][18]. - Despite the robust revenue, the state-owned shareholder has received minimal dividends, with Wahaha Group's net profit at only 18.71 million, compared to the significantly higher profits of its external companies [19][20]. - The lack of fair dividend distribution has raised questions about the governance and financial arrangements within Wahaha, especially as the state-owned shareholder has not signed preferential agreements with the local government since 2008 [22][23]. Group 3: Complexity of Shareholding Structure - The shareholding structure of Wahaha has become increasingly complex, with the potential for further complications due to ongoing inheritance disputes among Zong's heirs [28][34]. - The historical context of Wahaha's shareholding, including the transition from full state ownership to a mixed structure, has contributed to the current governance challenges [30][31]. - The state-owned shareholder's recent intervention may be aimed at clarifying ownership and restructuring governance to regain control over the increasingly chaotic shareholding landscape [35][36].

Core Viewpoint - The article discusses the increasing scrutiny and criticism surrounding Oliver Blume's dual role as CEO of both Volkswagen Group and Porsche, highlighting concerns over potential conflicts of interest and governance issues [3][5][31]. Group 1: Background and Context - Oliver Blume is the first CEO in Volkswagen Group's history to hold dual positions as CEO of both Volkswagen and Porsche [10]. - The controversy over Blume's dual role began when he took over as CEO of Volkswagen Group, with initial concerns raised by a minority of investors [14][18]. - Following Porsche's IPO in September 2022, Blume's leadership has come under greater scrutiny as both companies face declining performance [18][30]. Group 2: Financial Performance and Market Response - Porsche's performance has been declining, with a 3% drop in global deliveries in 2024 and a significant 28% decline in the Chinese market [27][28]. - As of early 2025, Porsche's stock price has fallen to €43.46, nearly halving from its IPO price of €82.5 [30]. - Financial forecasts for Porsche indicate a projected revenue of €37-38 billion for 2025, down from €40 billion the previous year [66]. Group 3: Governance and Shareholder Concerns - Shareholders have increasingly called for Blume to choose one CEO position, citing governance structures that are unprecedented in both Volkswagen and the broader German corporate landscape [9][32]. - Concerns have been raised about the potential for conflicts of interest and weakened accountability due to Blume's dual role [48][49]. - Some family members of the Porsche-Piëch family, who control a significant voting stake in Volkswagen, have expressed differing views on Blume's dual role, with some advocating for a clearer separation of responsibilities [40][54]. Group 4: Blume's Justification and Strategic Vision - Blume defends his dual role as a strategic advantage, allowing for resource integration and unified decision-making across both companies [56][57]. - He emphasizes the importance of scale in negotiations and the ability to implement necessary reforms across both brands [60][61]. - Blume believes that his leadership can help navigate the complexities of the automotive industry's transition to electric vehicles [59][63]. Group 5: Future Outlook and Strategic Adjustments - Volkswagen plans to launch 30 new models in China over the next two years, with a focus on localizing research and development [63][64]. - The company is also restructuring its dealer network in China, aiming to reduce the number of dealerships by one-third by 2027 [69].

Core Viewpoint - The increasing trend of new employees being nominally appointed as "directors, supervisors, and senior executives" (referred to as "董监高") in companies has led to significant internal governance issues and employee disputes, with these individuals often becoming scapegoats for management failures [1][2]. Group 1: Company Governance Issues - The original intention of establishing "董监高" roles was to create a clear governance structure to ensure healthy company operations. However, some poorly performing companies have distorted this purpose to evade responsibility, misleading new employees into signing relevant documents under the guise of procedural necessity [1]. - New employees, often lacking legal awareness, are easily misled by promises and, along with the complicity of certain agencies, contribute to a gray industry of "nominal executives" and "nominal services" [1]. Group 2: Employee Risks and Responsibilities - Employees placed in these nominal positions typically have no knowledge of the company's operations but are the first to bear responsibility when the company faces crises. They face civil liability risks and potential impacts on personal credit due to the company's dishonest behavior [1]. - Even in normal operational circumstances, it is challenging for these nominal executives to resign from their positions, as companies rarely cooperate with changes in registration. Legal action to terminate their roles involves complex evidentiary responsibilities, making it difficult to prove whether they acted voluntarily or were informed [1]. Group 3: Recommendations for Mitigation - To mitigate risks, new employees should enhance their legal awareness, understand corporate governance structures, and recognize the responsibilities associated with such titles, avoiding being lured by the allure of a title [2]. - Relevant authorities should strictly review registration processes, promptly address false or impersonated registrations, and improve correction mechanisms for existing cases. Additionally, publishing typical cases can help establish a "nominal title equals responsibility" principle, serving as a warning and educational tool to maintain a healthy business environment [2].