公司管理与组织行为学实用教案

1、Introduction to this course . This is a general management course designed for managerial executives with potential to hold responsibilities over company profit and loss. The objective of this course is to introduce legal devices and measurement tools in organization to: identify responsibility of e

2、ach individual, to avoid the abuse of power, conflict of interest, loss of control, or any other form of irregularity that will result in damage to the interest of the shareholders, or effect the moral of the employee; cover the practice management can depend on to discover any irregularity, assess

3、the damage, identify the responsible party, and to take prompt corrective action to minimize damage. Provide frame work for loyal employee to participate and devotee themselves in business decision without hesitation. This course will be introduced through a total of 32 hours of class-room type lect

4、uring, slides presentation, and discussion.第1页/共120页第一页，共121页。The contents of this course contains the general ideas used by many senior executives to assure the optimal control of the business . This course is divided into three sections:I. System and organizationII. Planning cycleIII. Employee mot

5、ivation第2页/共120页第二页，共121页。ContentsI. System and organizationA. OrganizationB. Management by systemC. AuditingII. Planning cycleA. Introduction (What)B. OrganizationC. Purpose (Why)D. Structure (How)E. Responsibility (Who)F. Planning period and cycle (When)G. MeasurementIII.Employee MotivationA. Comp

6、ensation packageB. Human resource developmentC. Work environmentD. Objectives 第3页/共120页第三页，共121页。I. System and organizationA. Organization1. Company ownership and types2. Business objectives and scope3. First shareholders meeting4. Articles of Association5. Company By-laws6. Share issuing7. Sharehol

7、ders meeting8. Board of Directors9. Chief Executive Officer (CEO) / President / General Manager (GM)10. Organization trendsSection I. System and organization covers the following topics .第4页/共120页第四页，共121页。Section I. System and organization covers the following topics .I. System and organization (co

8、ntinued)B. Management by system1. Authority and responsibility2. Organization Chart3. Job description sheet4. Authority and approval manual5. Reporting system6. Company policies and procedures7. Performance Management system8. Management information system9. Information Control system10. Committees第

9、5页/共120页第五页，共121页。I. System and organization (continued)C. Auditing1. Financial auditing2. System auditing3. Quality auditing4. EPA related issues3. Legal and obligation auditingSection I. System and organization covers the following topics .第6页/共120页第六页，共121页。Company or organizations ownership may

10、take on several forms Government - Treasury, Ministries Government Departments - Provincial or special shareholding departments / organizations Private individuals Partners Public Holding company Any combination of the aboveI. System and organization - A. Organization - 1. Company ownership and type

11、s第7页/共120页第七页，共121页。The company or organization type may also vary nUnlimited companynLimited companynPartnershipnShareholding companynForeign owned companyI. System and organization - A. Organization - 1. Company ownership and types第8页/共120页第八页，共121页。Unlimited company nTwo or more owners (or specif

12、ied by law)nUnlimited responsibilitynManagement by ownersI. System and organization - A. Organization - 1. Company ownership and types第9页/共120页第九页，共121页。Limited company.n5 to 21 shareholders as specified by lawnShareholders responsibility is limited to the investmentnNormally privately held and mana

13、ged by shareholders or entrusted managersI. System and organization - A. Organization - 1. Company ownership and types第10页/共120页第十页，共121页。Partnership company.nOne or more shareholders with unlimited responsibilitynOne or more shareholders with limited responsibilitynNormally managed by responsible p

14、artyI. System and organization - A. Organization - 1. Company ownership and types第11页/共120页第十一页，共121页。Shareholding company . Shares owned by seven or more shareholders Shares can be traded, bought, and sold Shareholders responsibility limited to the amount invested Managed by a board of directors Su

15、bject to Government supervisionI. System and organization - A. Organization - 1. Company ownership and types第12页/共120页第十二页，共121页。Foreign company .nOwnership by foreign entity, company, or citizennSubject to local Government lawnSubject to trade and tax agreement between the two GovernmentsI. System

16、and organization - A. Organization - 1. Company ownership and types第13页/共120页第十三页，共121页。The business objectives usually states the interest of the investors .nFinancialoMaximum return of capital employedoLong and short term profitnOthersoMarket shareoLeadership in technologyoManpower developmentoWit

17、hin Government policiesoHigh ethical standardsoEmployment obligationoEnvironmental protectionoSocial obligationoEffective communicationoWeather changes in the environmentI. System and organization - A. Organization - 2. Business objectives and scope第14页/共120页第十四页，共121页。The business scope identifies

18、the business limits . Identify and focus business Emphasize strengths Restrict dilution of resources Restrict authority of the board and management Limit risk Eliminate conflict of interestI. System and organization - A. Organization - 2. Business objectives and scope第15页/共120页第十五页，共121页。Shareholder

19、s meeting are held by the owners of the shares of the company to . Define and approve Articles of Association (Incorporation) By-laws (if any) Appoint directors Appoint supervisor Acts as the highest authority of a companyI. System and organization - A. Organization - 3. First shareholders meeting第1

20、6页/共120页第十六页，共121页。Every company has Articles of Association (Incorporation) Most important document of a company Part of initial incorporation papers Supplemented by the by-laws if needed Specify critical information as requested by law and needed by the shareholdersI. System and organization - A.

21、Organization - 4. Articles of Association第17页/共120页第十七页，共121页。The contents of the Articles of Association Company name Location-Jurisdiction Duration Objectives Business scope Shares / Capital Par value Forming of the Board Voting rights Majority votes Indemnity Pre-emptive rightsnInterested partsnB

22、usiness needs shareholders approvalnInitial DirectorsnBy-lawsnIncorporatornAnnual meetingsI. System and organization - A. Organization - 4. Articles of Association第18页/共120页第十八页，共121页。The Company By-laws define the .Office addressShareholders meetingsBoard of DirectorsCompany OfficersShare Certifica

23、teDividendsSupplement of information to the Articles of IncorporationFiscal yearDebt ratioAccountsReportsThird party auditorsMajor business decisionsOthersI. System and organization - A. Organization - 5. Company by-laws第19页/共120页第十九页，共121页。Share issuingPar valueTotal number of shares approvedInitia

24、l issuingIssuing of balance sharesRegistration / RecordingTransferAdditional share issuingShareholders right of additional share issuedSale of sharesGovernments roleAnti-trust lawVotingLiquidationI. System and organization - A. Organization - 6. Share issuing第20页/共120页第二十页，共121页。Shareholders meeting

25、 are held regularly as specified by the By-laws Annual meeting Location of meeting A Notice is sent to all Shareholders Voting of shares Transfer books and fixing records date Quorum of Shareholders Voting list RestrictionsI. System and organization - A. Organization - 7. Shareholders meeting第21页/共1

26、20页第二十一页，共121页。Board of Directors are specified by the By-laws Number of elected Directors Terms of Directors Vacancies Quorum of Directors Annual meeting Place of meeting Election of the Chairman Voting rights Compensation SupervisorI. System and organization - A. Organization - 8. Board of Directo

27、rs第22页/共120页第二十二页，共121页。The Chairman of the Board is elected by the Board of Directors and . Could be the Chief Executive Officer (CEO) Calls and manages the Board meetings Casts final vote during any deadlock Acts on behalf of the Board to appoint the CEO and company President Responsible for share

28、 issuing Answers for shareholders meeting Maintains relationship with shareholdersI. System and organization - A. Organization - 8. Board of Directors第23页/共120页第二十三页，共121页。The Board of Directors are responsible for. Issuing of new shares Comments to the shareholders any change in the Articles of Ass

29、ociation Appointment of CEO and President Approves the compensation package for the CEO and the President Approval of the annual budget and capital budget Approval of year end results Declares dividend Approval of organizational chart as proposed by the President Establishes banking roles of the com

30、pany Approval of authority of CEO and President Appoints third party auditor Approval of major business decisions Approves major company policies Fiscal yearI. System and organization - A. Organization - 8. Board of Directors第24页/共120页第二十四页，共121页。The Board of Directors normally wish to approve or to

31、 be informed on important decisions involving Modification or changes to the scope of the business Plans to merge or acquire another company Acquisition of real property Any business effecting the environment, labor, and union issues Changes in the debt ration or further loans Granting of guarantee

32、or warranty Major deviation from approved business plan or budget Arising or potential legal issues Issues related to business ethical standards Conflict of interests Hiring or firing or senior or key officers Major unplanned changes in the organization structureI. System and organization - A. Organ

33、ization - 8. Board of Directors第25页/共120页第二十五页，共121页。The CEO, President, or General Manager is responsible for. Achieve highest return on investment Safe guard shareholders investment while minimizing risks Organize and maintain a dynamic, committed, happy and balanced team to fulfill company goal M

34、aximum utilization of all resources Effective communication with the Board of Directors Weather changes Maintain high ethical standards Fulfill social obligations Ahead of industry in Technology and Human Resource developmentI. System and organization - A. Organization - 9. CEO / President / General

35、 Manager第26页/共120页第二十六页，共121页。Organization trends vary by industry, country, and company age . Centralized Decentralized Shared services Vertical slide concept Merging Breaking-up Hierarchical Flat organizationsI. System and organization - A. Organization - 10. Organization trends第27页/共120页第二十七页，共12

36、1页。CentralizedSame nature of businessNo social / cultural barrierEffective controlChanging of environmentEfficientUniform policies and proceduresTighter controlTend to have more layersAlways control until affiliates are readyDecentralizedDifferent business natureDifferent markets or customer groupsS

37、ocial / cultural barrierGeographic reasonsChanging of location situationCan be efficientFlat organizationMore flexiblePossible only whenEqual conceptCommunication systemWell established reporting systemComparison of centralized and decentralized organizationsI. System and organization - A. Organizat

38、ion - 10. Organization trends第28页/共120页第二十八页，共121页。Shared services organization Business units remain separate entities in many locations or countries Support functions are shared and placed at single location Improved service to customers Typical shared service functions include Finance, Accounting

39、, Procurement, Information Technology, and Human Resources Significant synergies may be obtained Reduced operating costs User pay system for charging costs to business units Must conform to local laws and regulations in multiple locationsI. System and organization - A. Organization - 10. Organizatio

40、n trends第29页/共120页第二十九页，共121页。Vertical slide concept Product line responsibility From manufacturing, research, to marketing Sharing of service manpower and facilities Total profit and loss responsibility Performance by return of capital employed or cash generation rate A must when different product

41、/ business with different: Product life Competition Business environment Profit and return ratesI. System and organization - A. Organization - 10. Organization trends第30页/共120页第三十页，共121页。Merging of business Result of new communication / office facilities New management concept Business fit Flatter o

42、rganizations Better managers Reduce top level / overhead costs Minimize duplication of efforts Consolidation to increase power Reduce competition However, it is Governed by the Government Anti-trust laws may apply May not be beneficiary to the end-users Chance of foul play Tends to increase sharehol

43、der stock valueI. System and organization - A. Organization - 10. Organization trends第31页/共120页第三十一页，共121页。Company breaking-up Companies may separate due to the following: Nature of business Different culture Competitive pressures Raw material change Market change Territory Political Improved effici

44、ency Reduced overhead Reduce risk / liability Asset re-assignment Sourcing / sharing service To dilute ownership stock value Still may be under one ownershipI. System and organization - A. Organization - 10. Organization trends第32页/共120页第三十二页，共121页。Hierarchical versus flatter organizationsHierarchic

45、al organization Multiple layers Many jobs / titles Centralized control Career focused Greater emphasis on managing labor costsI. System and organization - A. Organization - 10. Organization trendsFlat organizationnFewer layersnFewer jobs / titlesnTend to be decentralizednExternal focusednGreater emp

46、hasis on managing accountabilitynFlexiblenStrategy driven第33页/共120页第三十三页，共121页。Section I - Part B covers the following topics .I. System and organization (continued)B. Management by system1. Authority and responsibility2. Organization Chart3. Job description sheet4. Authority and approval manual5. R

47、eporting system6. Company policies and procedures7. Performance Management system8. Management information system9. Information Control system10. Committees第34页/共120页第三十四页，共121页。A clear definition of authority and and responsibility of each job makes the system more effective . Employee performs bet

48、ter with greater job satisfaction Efficiency in decision making Cost saving can be achieved Clearly identify cause of problem and find a faster solution One person receives only one order from one supervisor Avoid jump of levels for instruction and reporting Easier to evaluate performance Reduce per

49、sonal conflictI. System and organization - B. Management by system - 1. Authority and responsibility 第35页/共120页第三十五页，共121页。An organization chart graphically identifies the reporting structure . Covers the whole company Defines divisions, departments, or any work unit Clearly identifies responsibilit

50、y Administration / function / matrix reporting system One supervisor concept Avoid crossing of reporting lines Properly updated and approved at all times All parties must be fully and timely informed of any revisionsAssistantto the PresidentSalesManagerMarketingManagerDirectorMarketingTechnologyMana

51、gerCustomer ServiceManagerDirectorOperationsFinanceManagerAccountingManagerDirectorFinanceVice PresidentBusiness Unit 1DirectorMarketingFleetManagerDirectorOperationsDirectorFinanceVice PresidentBusiness Unit 2SalesManagerMarketingManagerDirectormarketingTransportationManagerDirectorOperationsVice P

52、residentBusiness Unit 3Presidentand CEOI. System and organization - B. Management by system - 2. Organization Chart第36页/共120页第三十六页，共121页。A job description sheet should be available for each position in the company . The job description sheet identifies: Title Location Person reporting to People resp

53、onsible for Purpose Job responsibilities and duties Decision making authority Performance measures Education requirements Experiences and other requirements Always up-dated and approved Related parties should be timely informedI. System and organization - B. Management by system - 3. Job description

54、 sheet第37页/共120页第三十七页，共121页。Each function should have an authority and approval manual . Specify the authority, responsibility, and approval procedures for: Sales Finance Assets Manufacturing Materials Human resources Technology Public relation Normally managed / communicated through a manual Clearl

55、y identify level of job / responsibility Clearly identify limits Properly updated and approved at all times All parties are informed Provides consistency for companies operating in multiple locationsI. System and organization - B. Management by system - 4. Authority and approval manual第38页/共120页第三十八

56、页，共121页。The sales function authority and approval manual may include . Price lists Credit limits Payment terms Contract terms Credit approvals Discounts: Volume Early payment Promotional Special prices Free samples Advertising / Promotion / Literatures / Trade shows Allocation Business Expenses Trav

57、elI. System and organization - B. Management by system - 4. Authority and approval manual第39页/共120页第三十九页，共121页。The price list section of the sales authority and approval manual may include specific details such as . Value of goods or services Demand and supply Affected by factors Time Location Benef

58、it Alteration Competition May or may not be affected by costs Fair trade practices Payment terms must be shown Volume discounts related to operational costs Must be logical and fair Must be up-dated and published Must be approved by the proper authorityI. System and organization - B. Management by s

59、ystem - 4. Authority and approval manual第40页/共120页第四十页，共121页。The credit limit and payment terms section of the sales approval and authority manual may include . Payment terms as part of the costs A method to count payment days Credit limits Credit risks Customer credit evaluation such as: Financial

60、strengths Other assets Risky exposure Other businesses Ownership Credit investigations Credit committee Conflict of interests Must be properly approvedI. System and organization - B. Management by system - 4. Authority and approval manual第41页/共120页第四十一页，共121页。The financial functions authority and ap