董事长与CEO，到底谁权力大？ Chairman or CEO, who is more powerful?

董事长和CEO谁的官儿更大？你可能毫不犹豫地回答，当然是董事长啊，我们公司就是这样的，我身边的公司也都是这样的。是吗？那请问：

Who is the more official chairman or CEO? You may answer without hesitation. Of course, it is the chairman. Our company is like this, and the companies around me are also like this. Yeah?

为什么在1985年，苹果的董事长乔布斯，会被CEO联合董事会成员赶出苹果？

Why in 1985, Apple's chairman Steve Jobs was driven out of Apple by the CEO and board members?

为什么从1999年开始，华为的任正非一直担任CEO，而董事长是孙亚芳？

Why has Huawei's Ren Zhengfei been the CEO since 1999, and the chairman is Sun Yafang?

为什么2018年特斯拉的董事长马斯克，卸任成为CEO，他说准备三年后取消董事长这个职务呢？

Why did Tesla’s chairman Musk step down and become CEO in 2018, and he said he plans to abolish the chairmanship in three years?

现在，你还觉得董事长的权力更大吗？我们先来解释一下董事长和CEO这对概念。

Now, do you still think the chairman has more power? Let's first explain the concept of chairman and CEO.

董事长与CEO，具体负责什么？ Chairman and CEO, what are they responsible for?

CEO是首席执行官，英文是Chief Executive Officer。

The CEO is the chief executive officer, and the English is Chief Executive Officer.

70年代中期开始，几乎所有美国大公司都有首席执行官。CEO的职责是公司日常经营管理活动的总负责人，是公司的最高行政长官。除非特殊情况，他本人也是公司的董事会成员。

Since the mid-1970s, almost all major US companies have had CEOs. The responsibility of the CEO is the general person in charge of the company's daily operation and management activities, and the chief executive officer of the company. Unless there are special circumstances, he himself is also a member of the company's board of directors.

CEO是个舶来品，最早就是互联网公司跟西方学来的，中国的公司法里面根本就没有这个名词，我们国家一直是总经理负责制的。

The CEO is an exotic product. It was first learned by Internet companies from the West. There is no such term in China's corporate law. Our country has always had the general manager responsibility system.

如果查华为工商注册的信息，任正非的职位就是（总）经理，只是对外宣传的时候，他才是CEO，这是为了跟其他国家打交道的时候好沟通，因为在西方，总经理这个职位其实是级别低于CEO的。

If you check the information on Huawei’s industrial and commercial registration, Ren Zhengfei’s position is (general) manager. He is the CEO only during external publicity. This is to facilitate communication when dealing with other countries, because in the West, the position of general manager is actually The rank is lower than the CEO.

那么，任正非怎么在很多时候也被叫作总裁呢？这又是什么概念？总裁是President，在中国的公司法里面其实也没有。

So, how can Ren Zhengfei be called the president in many cases? What is this concept? The president is the President, and there is actually no in Chinese company law.

在国外，总裁也是比CEO级别低的职位，所以对外交往的时候，任正非是不会用总裁这个title的。在中文的环境下，总裁这个词儿不见得是个固定的职位，很多时候带有一种身份感，所以文学作品里会说“霸道总裁爱上我”，如果要说“霸道CEO爱上我”就有点儿怪了，毕竟CEO是太正式的职位了。

In foreign countries, the president is also a lower-level position than the CEO, so when dealing with foreign countries, Ren Zhengfei will not use the title of president. In the Chinese environment, the term president is not necessarily a fixed position. It often carries a sense of identity. Therefore, literary works will say "the domineering CEO loves me". If you want to say "the domineering CEO loves me" It's a bit weird, after all, the CEO is too formal.

再来看看董事长，董事长英文是Chairman of the Board，他其实没有任何行政权力，根据中国的《公司法》，他最重要的权力是召集和主持董事会会议，这在各国也差不多，真的不算太大的权力。本质上，董事长就像是日本天皇或者英国女王，象征意义更大些。

Let’s take a look at the chairman. The English name of the chairman is Chairman of the Board. In fact, he does not have any executive power. According to China’s "Company Law", his most important power is to convene and preside over board meetings. This is similar in various countries, really. Not too much power. In essence, the chairman is like the emperor of Japan or the queen of England, which is more symbolic.

很多人误以为CEO是由董事长任命的，其实不对。CEO的任用和解聘都由董事会负责，而在董事会里面，董事长和其他所有董事一样，都是一人一票，不存在上下级的关系。

Many people mistakenly think that the CEO is appointed by the chairman of the board, but it is wrong. The appointment and dismissal of the CEO is the responsibility of the board of directors. In the board of directors, the chairman, like all other directors, has one person, one vote, and there is no relationship between superiors and superiors.

为什么有董事长比CEO权力大的错觉？ Why is there an illusion that the chairman is more powerful than the CEO?

从《公司法》看，董事长确实没有什么天然权力，他只不过是股东们的受托人之一，那为什么给我们的感觉是，董事长都比CEO权力大呢？就连在文学和影视作品里面，也大都是董事长是最高领导。这其实是因为董事长的身份往往会和其他的身份有重叠，所以加持了董事长的权力，比如在现实中，董事长经常是由控股股东来担任的，他本身就对公司有控制权，有时是创始人或者他的家族成员担任董事长，就算股份不高，但是威望高，下属信服他，自然就有权力。

From the "Company Law", the chairman of the board does not have any natural power. He is only one of the shareholders' trustees. Why does it give us the feeling that the chairman of the board has more power than the CEO? Even in literature and film and television works, the chairman is the highest leader. This is actually because the chairman’s identity often overlaps with other identities, so the chairman’s power is added. For example, in reality, the chairman is often held by the controlling shareholder, and he himself has control over the company. Sometimes the founder or a member of his family serves as the chairman of the board. Even if the shares are not high, but the prestige is high, and the subordinates believe in him, they will naturally have power.

什么时候，董事长会有一些特殊的身份加持呢？一般就是创立时间不长，创始人威望还很高，或者股权很集中，控股股东权力很大。你看在中国，公司普遍创立时间不长，并且股权非常集中，所以才会感觉董事长往往是权力最大的，很多中国的董事长做的其实是西方的CEO做的行政工作；相比较而言，在美国，很多大型公司已经历经了好几代领导人，股权也高度分散，这时候公司的发动机其实是CEO这个最高行政长官，而不是董事长了，董事长往往就是起到一个监督和组织召开董事会的作用。

When will the chairman have some special status blessings? Generally, the establishment time is not long, the prestige of the founder is still high, or the equity is very concentrated, and the controlling shareholder has great power. You see in China, companies generally have not been established for a long time, and the equity is very concentrated, so it feels that the chairman of the board is often the most powerful, and many Chinese chairmans are actually doing administrative work by Western CEOs; in comparison, In the United States, many large companies have gone through several generations of leaders and their equity is highly dispersed. At this time, the company’s engine is actually the chief executive of the CEO, not the chairman. The chairman often acts as a supervisor and organizer. The role of the board of directors.

你现在应该理解为什么CEO有的时候显得权力很大，有的时候又显得权力没那么大了。其实越是成熟的公司治理结构，董事长和CEO越是一种平等而且相互制约的关系。如果非要比较他俩的权力，其实最后是看董事会的其他成员支持谁更多些，比如乔布斯当年虽然是创始人身份加持的董事长，但并不是控股股东，他和CEO斯卡利的战略矛盾爆发以后，大多数董事会成员支持斯卡利，所以乔布斯就不得不退出了。

You should now understand why CEOs sometimes appear to be very powerful, and sometimes they appear to be less powerful. In fact, the more mature the corporate governance structure, the more equal and mutually restrictive relationship between chairman and CEO. If you have to compare their powers, in fact, it depends on who is supported by other members of the board of directors. For example, although Jobs was the chairman of the founder’s identity, he was not the controlling shareholder. He and CEO Sculley’s strategy After the conflict broke out, most of the board members supported Sculley, so Jobs had to withdraw.

两职分离还是两职合一？ Separation of the two positions or integration of the two positions?

CEO和董事长的关系这么飘忽不定，有什么是确定的呢？很简单，如果你看到有一个人，是这个公司的董事长兼CEO，那一般就是这个公司绝对的一号人物，除非是极特殊的情况。

The relationship between the CEO and the chairman is so erratic, what is certain? Quite simply, if you see a person who is the chairman and CEO of this company, he is generally the absolute number one person in this company, unless it is a very special situation.

因为董事长是董事会里面的核心人物，董事会对于CEO有任用、监督、解聘的权力，而CEO是日常经营管理活动的总负责人，这两个职位由一个人担任，那权力不就翻倍了嘛？

Because the chairman of the board is the core figure in the board of directors, the board of directors has the power to appoint, supervise, and dismiss the CEO, and the CEO is the person in charge of daily operation and management activities. These two positions are held by one person, then the power will be doubled?

但是这样，又会引出公司治理的下一个问题，那就是董事长和CEO两职合一好，还是两职分离好呢？

But this will lead to the next question of corporate governance, which is the combination of chairman and CEO, or separation of the two roles?

两职合一的例子很多，比如京东的刘强东，百度的李彦宏，360的周鸿祎，新东方的俞敏洪，小米的雷军这些都是，两职分离的企业也不少，比如阿里巴巴、现在的微软、特斯拉、星巴克等等，也都是好企业。你说合一好还是分离好，还真不太好说，这是个在公司治理领域经常被争论的问题。

There are many examples of the integration of two positions, such as Liu Qiangdong of JD, Robin Li of Baidu, Hongyi Zhou of 360, Yu Minhong of New Oriental, Lei Jun of Xiaomi, these are all, and there are many companies that separate the two positions, such as Alibaba, now Microsoft, Tesla, Starbucks, etc. are also good companies. If you say that unity is better or separation is better, it's really not easy to say, this is an issue that is often debated in the field of corporate governance.

两职合一的支持者认为，董事长兼任CEO有助于提高决策效率，有利于企业适应瞬息万变的市场环境，如果分离可能会导致企业领导权力的模糊，造成双头领导。支持两职分离的观点是，如果董事长兼CEO，那么董事会的监督功能必然会减弱，CEO的机会主义行为就会增加，损害企业的利益。

Supporters of the integration of the two positions believe that the chairman and CEO will help improve decision-making efficiency and help companies adapt to the ever-changing market environment. If the separation may lead to the ambiguity of corporate leadership power, leading to double-headed leadership. The viewpoint that supports the separation of the two positions is that if the chairman of the board is also the CEO, the supervisory function of the board of directors will inevitably be weakened, and the CEO's opportunistic behavior will increase, damaging the interests of the company.

双方都能在现实中找到支持自己观点的数据和证据，所以这个结论是模糊的。比较公认的观点是，情境化的因素在这里面有重要作用，你看在动荡的环境中，或者企业处在急速成长和需要变革的阶段，企业是很需要强有力的领导者的，这时候两职合一是合理的，前面提到的阿里、微软、特斯拉和星巴克在创立之后相当长的时间里面，其实都是两职合一的；但是在平稳的环境中，尤其是公司规模比较大的时候，两职分离虽然会损失些决策效率，但是可以对管理团队有更好的监控，对于企业的平稳发展更有利。

Both parties can find data and evidence to support their views in reality, so this conclusion is vague. The generally accepted view is that contextualized factors play an important role here. In a turbulent environment, or the company is in a stage of rapid growth and needs change, the company needs a strong leader. At this time The integration of the two jobs is reasonable. The aforementioned Ali, Microsoft, Tesla, and Starbucks have actually merged the two jobs for a long time after their establishment; but in a stable environment, especially the size of the company When it is relatively large, the separation of the two positions will lose some decision-making efficiency, but it can have better monitoring of the management team, which is more beneficial to the stable development of the enterprise.

从2001年到2018年，在标准普尔500强公司里面，两职分离的公司比重已经从26%上升到了50%，所以董事长和CEO分别由两个人分别担任，目前来看是个趋势。

From 2001 to 2018, in the S&P 500 companies, the proportion of companies with two separate positions has risen from 26% to 50%. Therefore, the chairman and CEO are held by two persons. At present, it is a trend.

在中国，政府也希望引导两职分离，所以证监会有相关的规定，虽然并非强制性，但也起到了效果，中国上市公司的董事长和CEO两职分离的比例能达到75%以上。

In China, the government also hopes to guide the separation of the two positions. Therefore, although the relevant regulations of the China Securities Regulatory Commission are not mandatory, they also have an effect. The separation of the two positions of chairman and CEO of Chinese listed companies can reach more than 75%.

第一，CEO是公司日常经营管理活动的总负责人，是公司的最高行政长官，董事长是董事会的核心人物，负责监督经理层和组织董事会工作。

First, the CEO is the general person in charge of the company's daily operation and management activities, and is the company's top executive. The chairman is the core figure of the board of directors and is responsible for supervising the management and organizing the work of the board of directors.

第二，他们的权力职责和公司所处情境因素有关的，了解他们在公司的定位，有助于我们理解公司的发展阶段和管理需求。

Second, their power and responsibilities are related to the situational factors in which the company is located. Understanding their position in the company helps us understand the company's development stage and management needs.

权力是一场博弈，最好看的剧情，永远都是势均力敌。

Power is a game, and the best plot is always evenly matched.