問26
頻出度★★★
株主総会の決議を必要とする事項だけを, 全て挙げたものはどれか。 a 監査役を選任する。 b 企業合併を決定する。 c 事業戦略を執行する。 d 取締役を選任する。
平成25年度 春期 ITパスポート試験 問26
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 26
- ア
正解 The correct answer is ア, “a, b, d.” The shareholders’ meeting is the highest decision-making body of a joint-stock company, made up of the shareholders who have invested in it. It is where officers (directors, accounting advisors, and company auditors) and the accounting auditor are appointed and dismissed, and where important matters affecting the foundations of the company, such as a merger, are decided. On the other hand, carrying out the policies that have been decided — the execution of business — is the role of the directors chosen by the shareholders’ meeting (the board of directors and the representative director); the shareholders’ meeting itself does not take part in that execution. Looking at each item with this division in mind: a, appointing a company auditor, is officer personnel, so it is a matter for a resolution of the shareholders’ meeting, and d, appointing a director, is likewise a matter for its resolution. b, deciding on a corporate merger, is a reorganization in which the company becomes one with another company; because it affects the shareholders’ stake and the very continuation of the company, it is a serious matter that requires a resolution of the shareholders’ meeting (a special resolution, whose requirements are stricter than usual). In contrast, c, executing the business strategy, is the day-to-day execution of business carried out by the appointed directors as managers, and is not a matter for a resolution of the shareholders’ meeting. Therefore the matters requiring a resolution of the shareholders’ meeting are the three items a, b, and d, and ア, which lists exactly these and nothing more, is correct.
Incorrectイ
Item a (appointing a company auditor) is indeed a matter for a resolution of the shareholders’ meeting, so that part is right, but including c (executing the business strategy) is a mistake. Putting a business strategy into action is the job of the bodies that carry out business execution, such as the board of directors and the representative director; it is not something done by a resolution of the shareholders’ meeting. In addition, b (deciding on a corporate merger) and d (appointing a director), which do require a resolution of the shareholders’ meeting, are missing, so of the condition “all and only,” the “all” part is not satisfied either.
Incorrectウ
Item b (deciding on a corporate merger) is itself a matter that requires a special resolution of the shareholders’ meeting, so it is not wrong in itself, but it alone is not enough. Appointing officers is within the authority of the shareholders’ meeting, so a (appointing a company auditor) and d (appointing a director) must likewise be listed as matters for its resolution. ウ, which lists only b, does not list all of the matters requiring a resolution, so it is inappropriate.
Incorrectエ
Item d (appointing a director) is indeed a matter for a resolution of the shareholders’ meeting, so that part is right, but including c (executing the business strategy) is a mistake. The shareholders’ meeting is responsible up to the point of choosing the directors to whom management is entrusted, and the directors so chosen then decide on and execute the strategy — that is how the roles are divided. Furthermore, a (appointing a company auditor) and b (deciding on a corporate merger), which do require a resolution of the shareholders’ meeting, are left out, so the answer fails the condition in two ways.
ここがポイント
- The shareholders’ meeting is the highest decision-making body of a joint-stock company, and the matters it resolves center on “officer personnel” and “fundamental changes to the company.” Specifically, these include appointing and dismissing directors, accounting advisors, and company auditors (the officers) and the accounting auditor; reorganizations such as mergers and company splits; transfers of business; amendments to the articles of incorporation; distribution of surplus; and approval of the financial statements.
- Separation of ownership and management: the shareholders’ meeting (the shareholders) appoints the directors, and the appointed directors (the board of directors and the representative director) decide management policy and execute the business. Day-to-day management activities such as formulating and executing a business strategy are therefore not matters for a resolution of the shareholders’ meeting. It is also worth remembering that a company auditor is an officer who audits the directors’ performance of their duties, and is appointed directly by the shareholders’ meeting so as to be independent of the directors.
用語