The mechanism of the board of directors meeting can be stipulated by the company's articles of association, and the voting at the board of directors meeting shall be one person, one vote. For a limited liability company, the board of directors should be attended by more than half of the directors before it can be held. A resolution made by the board of directors must be passed by a majority of all directors. The board meeting should be attended by the director in person. If a director is unable to attend for any reason, he/she may entrust another director in writing to attend on his/her behalf. The power of attorney should specify the scope of authorization.

從上述董事會(huì)表決方式可以看出，實(shí)際控制人控制董事會(huì)的成員席位即可控制董事會(huì)的決議，終達(dá)到控制公司的目的。實(shí)踐中，控制公司董事會(huì)有以下幾種方式：1、控制公司股東會(huì)的表決權(quán)，選舉或指派代表自己利益的董事成員。

From the above voting methods of the board of directors, it can be seen that the actual controller can control the resolutions of the board of directors by controlling the seats of the board members, ultimately achieving the goal of controlling the company. In practice, there are several ways to control a company's board of directors: 1. Control the voting rights of the company's shareholders' meeting, and elect or appoint directors who represent their own interests.

2、控制董事的提名方式。董事一般由股東、董事會(huì)成員提名，甚至還可以公開召集候選人。董事會(huì)提名常見，一旦發(fā)生控制權(quán)之爭(zhēng)，董事會(huì)就會(huì)利用公司章程不明確之處或特別規(guī)定來(lái)剝奪股東的提名。

2. Control the nomination method of directors. Directors are generally nominated by shareholders, board members, and may even publicly convene candidates. Board nominations are the most common, and in the event of a control dispute, the board will use unclear or special provisions in the company's articles of association to deprive shareholders of their nominations.

3、對(duì)董事的資格進(jìn)行審查。例如，公司章程規(guī)定，董、監(jiān)事候選人產(chǎn)生程序是：由董事會(huì)召開股東座談會(huì)，聽取股東的意見，審查候選人任職資格，終確定候選人。

3. Review the qualifications of directors. For example, according to the company's articles of association, the procedure for selecting candidates for directors and supervisors is: the board of directors holds a shareholders' meeting to listen to shareholders' opinions, review the qualifications of candidates, and ultimately determine the candidates.

4、限制董事的更換數(shù)量。即規(guī)定每年只能改選部分董事，通過(guò)設(shè)置更換董事的比例，原控制人可保持在董事會(huì)中的優(yōu)勢(shì)地位。

4. Limit the number of directors to be replaced. It is stipulated that only a portion of directors can be re elected each year, and by setting a ratio for replacing directors, the original controller can maintain an advantageous position in the board of directors.

5、限制股東提名董事的人數(shù)。例如，公司章程規(guī)定，由董事會(huì)根據(jù)股東股權(quán)結(jié)構(gòu)確定選舉或改選的董事名額。

5. Limit the number of directors nominated by shareholders. For example, the company's articles of association stipulate that the board of directors determines the number of directors to be elected or re elected based on the shareholder equity structure.

6、提高表決通過(guò)所需投票比例。公司章程將一些重要事項(xiàng)列為董事會(huì)的特別表決事項(xiàng)，如將董事提名、選舉董事長(zhǎng)、對(duì)外投資及擔(dān)保等重大事項(xiàng)列為特別表決事項(xiàng)，要求2/3以上董事的同意才可。然而，在現(xiàn)實(shí)中，當(dāng)公司在對(duì)外進(jìn)行融資時(shí)，公司的投資人往往會(huì)以增加選定的董事作為投資條件，甚至直接要求董事的任免權(quán)。此時(shí)，創(chuàng)始人就要注意控制董事會(huì)的人數(shù)，保持“自己人”的比例。一般而言，創(chuàng)始團(tuán)隊(duì)在公司發(fā)展初期，起碼要控制三分之二的董事人數(shù)；在公司成熟期，也要控制一半以上的董事人數(shù)。

6. Increase the proportion of votes required to pass the vote. The company's articles of association list some important matters as special voting matters for the board of directors, such as nomination of directors, election of chairman, external investment and guarantee, which require the consent of more than two-thirds of the directors. However, in reality, when a company is financing externally, investors often consider adding selected directors as investment conditions, and even directly demand the appointment and removal rights of directors. At this point, the founder should pay attention to controlling the number of directors and maintaining the proportion of "own people". Generally speaking, in the early stages of company development, the founding team must control at least two-thirds of the number of directors; In the mature stage of the company, it is also necessary to control more than half of the number of directors.