Corporate titles in Themiclesia

Corporate titles in Themiclesia are terms adopted by most businesses that are not sole proprietorships to describe the relative position and division of duties within the business structure.

History

Most Themiclesian businesses before the modern era had fluid titles that reflected temporary assignments, and permanent offices for employees were comparatively rare. One oft-appearing title was "manager" (理事), literally meaning "one who sorts affairs". In the 19th century, businesses with more than one place of operation started to introduce variations on the term "manager" to reflect a diversifying operation.

As operations on the part of the employees became more complex, so did ownership on the side of the owners, with corporations growing more common as commercial entities. As the corporation was a legal entity separate from its shareholders, there was a need for an officer of the corporation in charge on behalf of the owners and responsible to the owners. This title of "director" (董事), literally "answerable for affairs" was borrowed from local administration, where the responsible officer oversaw a settlement on behalf of a magistrate. Just as a responsible officer in administration was necessarily a resident of the settlement, the responsible officer of a corporation was also necessarily an owner in this period, to ensure an alignment of interests with other, non-managing owners.

The rule that a director must also be a shareholder was dropped in 1920, since public issuance of shares with miniscule values rendered the rule useless in ensuring alignment of interests; that function was later vested in bonuses based on the company's profits, rather than the increasing value of the director's own shareholdings.

Starting from the Universal Coach Company in 1839, the title of "general manager" (總理事) came into being, though it did not spread to other companies until much later. While the general manager was a sole office at Universal Coach, it was a committee in other companies, consisting of multiple individuals with the title of "general manager" with or without other specific functions. Where there were multiple general managers, the treasurer was almost always a general manager, since the entire business was concerned with revenues and expenses, and the company's chief legal counsel was also frequently made a general manager, since the law was also of concern to the entire business.

By 1900, there were often many general managers who had no specific competences, appointed for patronage or supervision. Since there is a collegiate element to this form of corporate governance, a powerful figure would seek to enhance their influence by having allies appointed as general managers. However, it is noted that most businesses were still run presidentially at the most senior level, even though there could be multiple general managers. Thus, it became customary to denote the general manager (if only informally) who was in actual charge of running the business as the "presiding" general manager. Most companies did away with general managers who were neither the "presiding" nor the "vice presiding" general manager, as these became associated with corruption, inefficiency, and generally poor governance, by 1940.

Corporations

Board

Members of the board of director are known as "responsible officers" (董事), which can be very literally translated as "one who comprehends, one who has responsibility over".

Chief and named executives

Historically, Themiclesian businesses were sometimes managed collegiately by individuals who had competence over the entire business called "general managers", who functioned as a stand-in for a board of directors that was not actively involved in the business. In such a case, collegiate governance was preferred to avoid malfeasance, though it has become rare since the turn of the 20th century for a business to be run collegiately at the top level. In such cases, the most important general manager was called the "presiding general manager", and a deputy was called the "vice presiding general manager". These positions would evolve, in most companies, into the modern positions of "president" and "vice president" by dropping the words "general manager" by around 1960 (but this follows a wave of corporate reform and is not a simple renaming).

In a modern Themiclesian company, the most senior office that can be held as an employee is usually titled "president" (㪌裁) or, in old fashioned companies, as "presiding general manager" (㪌裁理事). This is equivalent to a CEO or managing director in other nations, but the term CEO is not generally used in Themiclesia as a title. The role of president is often defined by the rules of the board of directors, depending how deeply involved the board is in the day-to-day running of the company. In very large companies, the board is often distant from operations, as so the president is very powerful, and all other employees of the company ultimately report to the president.

The position of "vice president" (副㪌裁) is usually the second-most senior officer of a company. In general, the vice president's remit is the same as the president and takes over in the event the latter becomes unavailable. When the president is working, the vice president in most organizations acts as an advisor to or representative of the president. Thus, the vice president is also a general manager, since their purview is over the entire organization. In some businesses, the vice president retained the old title as "vice president general manager", though this is rare and implies the vice president is a co-chief executive.

There are also some businesses where the vice president is the chief executive, where the office of president is reserved for a member of the board of directors or a relation of the business's founder. In some companies that were family businesses but grew to enormous positions, the position of president was often reserved the founder's successor or even multiple generations of successors. Where such a successor is not judged a competent businessperson but is retained in the management, often the president exercises only a ceremonial function. The president usually still has access to all corporate documents and must sign to legitimize them, but they are not permitted to act independently, according to the terms of the business's charter or other internal regulations imposed by the Board.

The relationship between the president and vice president also varies considerably from business to business. In many instances, the president has no control over who the vice president is, when directly appointed by the board, and what their portfolio is; the vice president would have a direct reporting line to the board.

Where a company has multiple vice presidents, the one that is deputy to the president will often be noted as the vice president internally. This practice is first done at Gi-mar Bank in 1983, whose vice president was reportedly frustrated with the fact that his position as second-in-charge was not directly reflected in his title, and his subordinates with titles like "senior executive vice president" were often assumed to outrank him by foreign banks. However, it would have seemed self-important to change the titles of every other vice president at the bank merely to state his position. Rather, he issued a circular requiring the bank to address him simply as "the vice president" and not to include his name, while every other vice president was noted as "vice president X".

Named executives

The term "named executives" arises from the Company Registration Act of 1913, which required all companies employing 4 or more persons to have a "manager" on public record, and those employing more than 50 to have a general manager, acting general manager, solicitor, and treasurer on record. In each case, certain information returns submitted by the company must be co-signed by these officers and the Board, while the Board was also legally permitted to grant authority to these named executives to act in the name of the Board. This resolved the previous difficulty with the Board having the sole and non-delegable authority of binding the company to contracts, written or verbal. These named executives must not only be registered but also submit their signatures and seal impressions to the Company Registrar.

By the terms of the Company Registration Act and then the Corporate Regulation Act of 1930, when an executive executes binding contracts in the Board's name, the contract must always be endorsed as being executed "by the (acting) general manager with leave and on behalf of the Board"; further, notarization is also required.

Regardless of the size of the company, Themiclesian law generally still requires naming of four employees as "named executives" on public record, and in general companies may only act (whether on paper or verbally) through these four persons in a binding way. For the very largest companies, this could mean some difficulty in internal control and other areas. For example, the Integrated Circuit Manufacturing Corporation was noted as having 157 copies of the Acting General Manager's Seal, residing in the office of every senior executive, as otherwise they would not be able to execute documents even with corporate approval; these seals must be replaced whenever a new person is registered as the acting general manager, and owing to the need to have the seal inspected, there could be as much as five days in which the company is unable to bind itself legally.

While the law requires companies to name executives on record as "general manager" and "acting general manager", these need not be the actual titles used by the executives internally or externally, albeit many businesses do actually use these titles. Some extremely large companies use the title of "group general manager" (協辦理事) to designate the head of a business group, while the chief executive of the entire business would still be "president and general manager". Group general managers are not named executives in general practice as they are not truly "general managers", i.e. having the entire business as portfolio.

Senior management

It has been noted by historians that Themiclesian businesses, even large ones, rarely had senior management of the modern kind. Even the most senior managers in pre-war corporations had duties comparable to a middle management position, even if the portfolio was very large.

Until 1960, it was usual in the largest corporations for the most senior employees other than the president and vice president to be titled as directors (持事), but only for finance, legal affairs, and accounting. This may owe to the fact that these areas were considered professional disciplines, and accordingly it seems these directors had a direct reporting line to the owner or board, in the interest of their independence and professionalism. This independence is often required if such directors were also members of the Two Professions—the law or the accounts.

The traditional model of business management used the company's various operational sites as natural units of management. If a company had three factories, it would have three managers, and a manager was usually responsible for nearly everything that happened in the factory, including procurement, hiring, production, safety, welfare, etc. and also for selling the product, if possible. If it had more than a handful of factories, they may be districted, with district controllers titled as senior managers. Outside of a typical manager's purview was bookkeeping, for obvious reasons. Thus, the business was really managed through a single hierarchy with not much functional differentiation. Such a model was possible when most companies had a few products and relatively uncomplicated sourcing, particularly if the ownership was actively involved in management. The company's employees were considered more akin to assistants, rather than businessmen in their own right.

On the other hand, the post-war period witnessed the rapid expansion of corporations to encompass hundreds, or even thousands, of sites; expansion proceeded not only in scale but also up and down the supply chain and into different products and markets. Such diversification of a business's portfolio makes it impractical for a president to be in direct charge over each site's manager or even senior managers, and introducing more layers of homogeneous managers was avoided in view of the risk of diluting authority. This is because a traditional corporate president's duty was similar to that of manager (hence the term "presiding general manager"); there was a difference in scale of the duty, but rarely in substance. In some companies, e.g. Coastal Motors, the only competent salesperson was the president; every vehicle order at Coastal was personally negotiated in some way and signed by the president until as late as 1947, this being a point of pride for the motorwork.

At the introduction of functional management (advocated by corporate reformers since 1952), specialization and centralization came to the fore, dividing at the lower end the hitherto manager-of-everything into its business, operational, and administrative elements. At the higher end, heads of functions started to bear the title of "vice president" (and its variations), in the sense of a pan-organization manager answering to the president. A corporate president's duty was therefore fundamentally altered, being no longer a "general manager" in the traditional sense, since the task of management has been distributed onto a new circuit of senior management. A more visionary, less managerial role was envisioned and advertised during this period of corporate revolution as a marker of progress, driven by both reputational needs and practical ones. This was also the time when the title "presiding general manager" was formally truncated to "president" in most businesses.

In a large organization, the following titles are common:

• Senior executive vice president
• Executive vice president
• Senior vice president
• Vice president
• Assistant vice president

Not all varieties of the title are always present on the reporting chain. It is rare for more than three persons titled as VPs to report to each other in turn in any organization, and a senior (executive) vice president is often simply an (executive) vice president who has served for a longer duration. In some organizations, all vice presidents are always above directors, but in others, vice presidents govern business functions (production, sales, etc.), while directors oversee administrative ones; in the latter case, directors may come in varieties like assistant director, deputy director, principal director, managing director, etc.

In the very largest of companies, like the Integrated Circuit Manufacturing Company (ICMC), more tiers of senior management may be found, such as the position of associate vice president in ICMC. However, such extensive usage of VP titles is often diagnostic of a strongly sales-oriented organization or department, where individuals are promoted based on their performance and are needed to manage rapidly-expanding markets and regional presence. Thus, even smaller banks will usually have a considerable number of VPs, considering the number of niche financial products which are independently developed, sold, and subsequently managed. But in more traditional firms, VP titles may still be reserved for heads of principal functions, or in the most extreme case, only for the actual deputy of the president.

See also

• Themiclesia