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.
Partnerships
In professional services firms, which are generally partnerships in Themiclesia, a different system of titles is used, typically as follows:
- partner
- participating director
- senior director
- director
- associate director
- manager
- supervisor
- consultant or associate
Professional firms in Themiclesia usually operate as a "limited liability partnership" (LLP). An LLP is a separate juridical person from the partners who form the LLP and thus capable of rights and obligations. Other than limited liability for its partners, an LLP offers the advantage of a lower income tax rate at 15% versus the prevailing corporate rate of 30%, but it is also limited to a maximum of 29 partners. In the largest of professional firms like Ree Ree Ree and Partners, the title of "partner" is thus a rare one compared to the general situation elsewhere, a ratio of 1:100 between partners and employees being not uncommon.
As the government's intention is that the lower tax rate of a partnership be primarily used towards encouraging the formation of small businesses, lobbying for the removal of the cap on the number of partners in an LLP has not been successful.
To encoruage employee morale without transgressing the maximum number of partners permitted, Themiclesian firms usually permit senior management to participate in the firm by buying shares in a corporation that is itself a partner in the LLP. In this way, an employee can participate indirectly in the firm without being named a partner. Usually, the opportunity is offered to a director or senior director; the director taking such an opportunity is known as a "participating" or "responsible" director. Despite their participation, they are not titled as "partners" because they have not signed the partnership agreement which confers certain management roles upon the signatories. However, they are usually able to represent their firm as much as any partner does.
Aside from this ceiling of 29 partners, there would also inevitably be a few "silent" partners who are too old, ill, or simply unwilling to participate in the firm's business but have yet to sell their stake. This situation is somewhat more common in Themiclesian than in other states. It is thus rare for a firm of any size to have more than 15 active partners at any time.
Corporations
Generally, Themiclesian corporations use the following titles in this order of seniority.
- President and general manager
- Vice president and general manager
- Group general manager
- Deputy group general manager
- Senior executive vice president
- Executive vice president
- Senior vice president
- Vice president
- Associate vice president
- Senior manager
- Manager
- Assistant manager
- Adjunct manager
- Supervisor
Note that the "vice president" titles are typically used for business units. For professional units like in-house counsel or accountant, the term "director" is in lieu of "vice president".
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 executives
Before the modern period, traditional Themiclesian corporations were often managed collegiately by officers overseeing the entire business called 甬里吏 (Menghean styling 總理事), which could be literally rendered "general manager". The general manager functioned as a stand-in for a business owner not actively involved in the business. Since a traditional corporation typically requires its owners to have equal shares in ownership, it is customary each owner appointed a general manager in their stead. Yet in time it also became the general practice for a sole proprietorship to have multiple general managers with no specific portfolio. The reason why a sole proprietorship needs this arrangement is an open academic question, but may have been a measure to avoid malfeasance.
As ownership structures diversified in the 18th and 19th centuries, a modernized board of directors soon displaced the previous management style in stock-issuing corporations. The issue of transferable stakes in the form of stocks allowed businesses to amass capital very quickly and was adopted universally by the 19th century by ambitious businessmen. Subscribers to shares are generally not interested in managing the business itself, but only to share in its dividends or equity, while secondary trading of stocks was done for speculation. Yet, with no regulation over how corproate charters were written, shareholders' rights are often jeopardized: corporate charters had to pass Parliament but could have almost any terms stipulated (in principle Parliament did not amend corporate charters), even those highly prejudicial to subscribers of its shares. Unscrupulous businessmen often advertised stocks completely differently from how the authorizing charter describes such stocks. The issue was put quite clearly by Lord Lik MP in 1889, "Most holders of a corporation's shares care more for the dividend than for how that dividend is created, and those who only purchase shares for their value at speculation, not even the dividend itself."
Corporate regulation was hotly debated in Parliament, since there was no consensus how a stockholder should be responsible for a corporation's management. While investors were deeply concerned about the risk of subscription swindles, they were equally reluctant to be concretely responsible for making business decisions. Eventually, stock market swindles and other scandals motivated Parliament to make it mandatory for shareholders to elect a board of directors for the corporation where its shares may be transferred at will. Yet this method was also not free of critics: elected directors may not in reality be competent businessmen, and not all shareholders were comfortable with resposing their stakes with elected directors, since shareholders' meetings were notoriously prone to swings in emotions and even occasional riots. Over time, Themiclesian law came to recognize a corporation's management responsibility as a separate function from its board of directors, which generally took a supervisory function in the early 20th century.
the establishment 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" (甬裁) or, in old fashioned companies, as "presiding general manager" (甬裁甬里吏). 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" (偪裁甬里吏) 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.