問13
頻出度★★★
株式会社の最高意思決定機関はどれか。
平成21年度 春期 ITパスポート試験 問13
ストラテジ系企業活動 › 経営・組織論
This question's explanation and your answers so far.
解説
問 13
- ア
正解 The correct answer is ア, the shareholders' meeting. A joint-stock corporation is owned by the shareholders who invest in it, and the general meeting of shareholders, which consists of all of those owners, is its highest decision-making body. The shareholders' meeting resolves important matters such as the appointment and dismissal of directors and auditors, changes to the articles of incorporation, matters affecting the foundation of the company such as mergers and dissolution, and the distribution of surplus (dividends). The board of directors and the representative director, in contrast, are made up of directors chosen at the shareholders' meeting to carry out day-to-day business execution, and they operate within the framework that the shareholders' meeting has set; that is the decisive difference.
Incorrectイ
The board of auditors is the body that audits whether the directors are performing their duties properly; its role is oversight and checking. It is not a body that decides the will of the company, and the auditors themselves are appointed at the shareholders' meeting, so it cannot be the highest decision-making body.
Incorrectウ
The representative director is an individual (a corporate organ) who represents the company and executes its business, and is selected by bodies such as the board of directors. Even though this person is the top officer in practice, the position is to execute in accordance with the decisions of the shareholders' meeting and the board of directors, so it is not the highest decision-making body.
Incorrectエ
The board of directors is the body that makes decisions on business execution and supervises how the directors perform their duties, but those directors are appointed and dismissed at the shareholders' meeting. Matters that concern the foundation of the company, such as the settlement of accounts and changes to the articles of incorporation, are for the shareholders' meeting to resolve, so the board of directors is positioned below the shareholders' meeting.
ここがポイント
- The ranking of a corporation's organs: shareholders' meeting (highest decision-making body) → board of directors (decision-making on and supervision of business execution) → representative director (business execution). The auditors and the board of auditors form a separate line that audits execution, and all of them are appointed at the shareholders' meeting.
- Matters resolved at the shareholders' meeting = appointment and dismissal of directors and auditors, changes to the articles of incorporation, mergers and dissolution, distribution of surplus (dividends), and other important matters concerning the foundation of the company. Even under the separation of ownership and management, the final decision-making power rests with the shareholders, who are the owners.
用語