How to design and implement the structure and incentive of venture ownership?

"Ownership Structure Design"

Before the design of equity structure, it should be clearly recognized that the shareholding structure is not a simple proportion of equity or investment, should be based on the proportion of shareholders, through the shareholder rights, shareholders and board of directors and voting procedures, such as a series of adjusted shareholder rights structure system.

Share ratio, company management, company decision

Equity is a form of ownership based on investment. The right of company management comes from equity or equity based authorization. The company's decision comes from equity, and it also influences the direction and scale of company management. As long as the shareholder has investment, it will produce certain decision-making rights, the difference lies in the degree of decision-making participation and influence.

II. controlling shareholder

The shareholder who obtains the decision-making power is the controlling shareholder in law. There are two ways to obtain the controlling shareholder: one is the direct actual capital contribution reaches more than 50%; the second is that the direct actual capital contribution is not 50%, but the shareholding ratio is the biggest, and then form the holding situation in the company by absorbing the affiliated company shareholders, close friend shareholders and close relative shareholders.

Iii. acquisition of the right to vote

Failed to become the controlling shareholder of the company through the above two ways, how to hold the company? In this case, it is necessary to enlarge the voting number of the company by making efforts in drafting the articles of incorporation at the beginning of the company's establishment. In order to realize the purpose of this equity design, it is generally the advantage of a certain market advantage or technical superiority or management superiority to make up for the lack of investment funds in exchange for the right to vote.

Iv. weakening or strengthening of equity

The weakening or strengthening of equity is motivated by the protection of the interests of the actual investors and the consideration of attracting talents. The conventional equity design follows the same right of equal contribution, but in the case of a dormant shareholder, such as shares, the company will be pushed into a dangerous situation when someone claims its full shareholder rights or demands to dissolve the company and demand the allocation of surplus assets. Therefore, in practice, the use of the Constitution, the shareholder contract and other forms to be bound to clarify the rights and trade-offs between the relevant shareholders, can effectively avoid future disputes.

V. Voting procedure

The shareholders ' meeting and the Board of Directors are common corporate voting departments, but how to design the form and procedure of voting depends on the actual situation of the company. Some closed companies require shareholders to transfer their shares to 2/3 of all shareholders, and some companies have special restrictions on the percentage or time limit of their successors ' voting to the company's decision making and management.

In short, investors should give full consideration to their own investment objectives, investments, investment in the proportion of the company, the advantages of the ownership structure in-depth analysis and consideration, in order to better safeguard their own interests, for the company to lay the foundation for sound development.

"Equity Incentive Design"

The ownership structure design is mainly aimed at the investors of the enterprise, which is also the right that they should have. When the company is on the right track and grows daily, talent is the most urgently needed resource. How to stabilize employees and attract talents? The introduction of equity incentive scheme is a common method.

(i), design elements

The successful Equity incentive scheme first considers the development cycle of the enterprise, chooses the method suitable for the enterprise, then begins to design the plan, and the design of the scheme focuses on six key factors.

1. Motivating objects

The incentive object is the beneficiary of the equity, generally has three kinds of ways. One is full participation, which is mainly in the start-up period; The second is that most employees hold shares, which is mainly applicable to the growth of high speed, retain more talent to support the development of enterprises; The third is that key employees hold shares, and the beneficiaries are mainly managers and key skill personnel. For the choice of the incentive to have a certain principle, for those who do not meet the conditions of Ningquewulan, not to the equity incentive into equity benefits, equity incentives.

2. Incentive mode

There are three kinds of common medium and long term Incentive modes: Equity category, option category and benefit share category. Each method has its advantages and disadvantages, as well as the specific prerequisites for its application. Whichever method is adopted, we should consider the organic combination of incentive mechanism and restraint mechanism, and give full play to employees ' enthusiasm.

3. Total Employee shareholding and distribution

The main solution is the total amount of equity incentive, the number of equity incentives for each beneficiary, and the number of reserved stocks for late-stage incentive. How to determine, can be based on the actual situation of the company to determine, in general, the amount of equity per beneficiary is basically determined by the position and the value of the individual.

4. Stock source

The distribution of shares, the stock source of listed companies more trouble, to the SFC audit, shareholder meeting approval. The stock source generally is the directional issue, the stock market repurchase, the big shareholder transfer, the stock stock and so on. Stock stock refers to the part of a company that buys its own shares from the market, and the retained stock will be sold again at some time in the future, depending on the needs of stock options or other long-term incentive mechanisms.

5. Source of funds

Stock option is the source of funds to buy shares, the general staff of cash contributions, the company over the years the Community chest, welfare funds, companies or major shareholders to provide financing, employee equity to the bank mortgage loans. These are all good operations, some of which generate financial expenses and repeat taxes. More companies will use the way employees pay, directly from the wages of the proportional deduction of money, conducive to the control of employees.

6. Exit mechanism

Exit mechanism for employees to exit the incentive scheme of some of the agreement, includes the following three cases: the first is the normal separation, the enterprise will often be in accordance with the contract to allow these employees to enjoy the equity or options; the second is abnormal separation, if the employee's separation does not cause losses to the company, does not violate the confidentiality agreement, etc. Most companies can still allow the proceeds of equity that have been granted, and the third is dismissal, which is the right to revoke the proceeds of equity in accordance with the relevant provisions.

"Perform eight Steps"

In general, companies are more willing to launch equity incentive plans in the industry downturn, because the indicators are easier to complete and the effect is ideal. The implementation of the equity incentive plan consists of the following eight steps:

The first step is to determine the content of the shareholding cooperation: what to do, the scope of the company's business and so on.

The second step, to understand the ownership structure, the stock tree right is divided into three kinds of meanings: option (only dividend right, not registered, private enterprises also known as dividend rights); Virtual stocks (registered under the premise of a certain target or time, need to be agreed in advance by contract);

The third step is to scientifically plan financial management.

The fourth step, unceasingly absorbs all outstanding staff's culture, constructs the good unified cultural system.

The fifth step is to provide the main points of the shares, such as options or virtual shares within two years, leaving no shares for two years, and may be converted to the registration unit for a period of two year, but to leave compensation for the percentage of registered capital.

The sixth step, the power provisions, such as financial rights and strategic rights to the group's board of directors, the core cadres are appointed to the Group President Office, personnel recruitment and performance management to the general manager of the molecular company.

The seventh step, the remuneration distribution to make detailed provisions.

The eighth step is to establish a commercial confidentiality agreement.

In the design of equity incentives, the potential financial impact on the company should also be estimated as necessary to help enterprises to make a comprehensive judgment. At the same time, equity incentive also has a certain life cycle, in the macro environment, policy environment changes should make appropriate adjustments. Huawei, for example, has used the form of a virtual-restricted stock for the backbone of its early years in order to motivate its employees and raise money internally, and now the crowd and the backbone of the dividend incentive are gradually dislocated. Therefore, the majority of small and medium-sized companies in learning Huawei Stock Incentive mode, but also to combine their own actual situation to make rationalization adjustment. Regardless of the ownership structure or equity incentive, the company is the guarantee of sustainable development, in the design of the need for a comprehensive range of factors carefully, scientifically set.