Enhancing the standardization and effectiveness of the board of directors-the relevant person in charge of the State-owned Assets Supervision and Administration Commission of the State Council interprets the new regulations for the work of the board of directors of central enterprises

  Xinhua News Agency, Beijing, September 8th, title: Strengthening the standardization and effectiveness of the board of directors-the relevant person in charge of the State-owned Assets Supervision and Administration Commission of the State Council interprets the new regulations for the work of the board of directors of central enterprises

  Xinhua News Agency reporter Wang Xi

  The State-owned Assets Supervision and Administration Commission of the State Council recently issued the "Working Rules for the Board of Directors of Central Enterprises (for Trial Implementation)", which put forward requirements and regulations for further strengthening the construction of the board of directors of central enterprises, and created an "upgraded version" of the construction of the board of directors.

What are the considerations for introducing new rules?

What are the highlights of the specific regulations?

A reporter from Xinhua News Agency interviewed the relevant person in charge of the State-owned Assets Supervision and Administration Commission of the State Council.

  Improving the design of the top-level system and promoting the improvement of the quality of the board of directors

Question: Please introduce the background of the release of the next document.

  Answer: Establishing a modern enterprise system is the direction of the reform of state-owned enterprises.

Beginning in 2004, the State-owned Assets Supervision and Administration Commission of the State-owned Assets Supervision and Administration Commission carried out the pilot work of establishing and regulating the board of directors in central enterprises, and keeping pace with the times to establish and improve related systems and mechanisms. Standardize the construction of the board of directors.

Currently, the construction of the board of directors of central enterprises is facing new situations and new tasks. Since the 18th National Congress of the Communist Party of China, the Party Central Committee and the State Council have made specific arrangements for related work and put forward clear requirements through a series of important documents. The board of directors needs to be implemented in detail in the system and mechanism; In the operation, there are still problems such as insufficient function positioning and insufficient standardization of authorization decisions that need to be resolved; good experience and good practices in practice also need to be summarized and promoted.

  The rules issued this time are revised on the basis of the interim measures, based on strengthening the standardization and effectiveness of the board of directors, and consolidating the status of state-owned enterprises as independent market players. It not only summarizes and refines the previous effective practices, but also combines them in practice. To explore and innovate on new situations and new issues, and at the same time fully absorb and learn from the scientific components of foreign corporate governance, it has strong guidance and operability, and is of great significance for accelerating the improvement of the modern corporate system with Chinese characteristics.

Question: How to define the scope of application of the document?

  Answer: The rules are in line with the Company Law, the "Opinions on Strengthening Party Leadership by Central Enterprises in Improving Corporate Governance" and other laws, regulations and relevant regulations. The scope of application is defined as wholly state-owned central enterprises that perform the duties of investors by the SASAC. It also has guiding and reference significance for other central enterprises, enterprises affiliated to central enterprises, and local state-owned enterprises.

On the one hand, a central enterprise with diversified equity, with the approval of the shareholders’ meeting, can build a standardized board of directors by referring to the rules; on the other hand, the central enterprise and local SASAC can refer to the spirit of the rules to promote the improvement of the board system of the affiliated or supervised enterprises.

It needs to be emphasized that the situation of state-owned enterprises is not the same. The board construction work must proceed from reality, distinguish different situations, and strengthen hierarchical and categorized guidance. It cannot be simply applied from top to bottom or blindly copied.

Enhance effectiveness on the basis of consolidating the standardization of the board of directors

Question: How does the document stipulate the functional positioning, responsibilities and powers of the board of directors?

  Answer: The rules make it clear that the board of directors is the main body of business decision-making, which sets strategies, makes decisions, and prevents risks.

In terms of "strategic determination", the board of directors should establish and improve a closed-loop management system for the research, preparation, implementation, and evaluation of corporate strategic planning; in terms of "decision making", the board of directors shall make decisions on major business management matters of the enterprise in accordance with legal procedures and the company's articles of association, such as business plans. , Major investment and financing matters, annual financial budget and final accounts, important reform plans, etc., and supervise the efficient implementation of the managers; in terms of "risk prevention", the board of directors should promote the improvement of the enterprise's risk management system, internal control system, compliance management system and illegal operations The investment accountability system effectively identifies and judges, and promotes the prevention and resolution of major risks.

The board of directors deliberates on major business management issues, focusing on studying and judging their legal compliance, consistency with investor requirements, compatibility with corporate development strategies, and comprehensive balance of risks and benefits.

Question: What are the rules for holding board meetings?

  Answer: In order to strengthen the meeting system and improve the quality of the meeting, the rules set specific requirements on the frequency of board meetings, the number of attendees, the format, participation requirements, and the delivery time of materials.

For example, it emphasizes that it should meet the needs of the board of directors to perform various duties and hold at least 4 regular meetings every year; emphasize that board meetings should be held only when more than half of the directors and more than half of external directors are present; emphasize that except for force majeure factors, regular meetings must On-site meeting format is held.

Question: What are the requirements of the rules for the support and guarantee of the board of directors' operations?

  Answer: For the board of directors and directors to play their roles effectively, it is very important to support and guarantee the performance of their duties.

The rules focus on three aspects that require enterprises to strengthen their support and guarantees.

The first is to provide outside directors with corporate information needed to perform their duties in a timely manner.

It is clear that in addition to special regulations of the state, enterprises should open electronic office, data reporting and other information systems to outside directors, provide enterprise reform and development and production and operation information, financial data and other relevant important information, and invite outside directors to participate in important meetings.

The second is to strengthen the work support for the special committees of the board of directors.

It is proposed that the enterprise should clarify the functional departments that provide work support to the special committees of the board of directors, reasonably arrange the research and training required for outside directors to perform their duties, and cooperate with the development of special inspections.

The third is to have a strong board secretary and strengthen the work force of the office of the board of directors.

Strengthen the supervisory role of the board of directors

Question: The OECD guidelines on corporate governance of state-owned enterprises emphasize the supervisory function of the board of directors, and the rules draw on the useful experience of foreign corporate governance. How does this reflect?

  Answer: The rules clarify that the board of directors should strengthen the management and supervision of the managers, and put forward requirements for the directors to safeguard the rights and interests of state-owned capital in decision-making, implement the will of investors, and supervise the effective operation of the board of directors, so as to strengthen the responsibility of the directors to make decisions and strengthen supervision.

For example, the directors are required to express their objections to the board of directors and the special committees they serve in violation of the rules, or the proposed resolution will harm the interests of investors and the enterprise, and the legitimate rights and interests of employees; supervise the management of the implementation of the board of directors resolutions and listen to them according to the needs of the work. Special report, special supervision, and timely report to the chairman or the board of directors of any problems found to remind the managers to make improvements, etc.

At the same time, the rules further standardize and refine the contents and methods of the board of directors reporting important information to investors and directors reporting abnormal conditions to investors.

Regulate the authorization of the board of directors to fill the gaps in the system

Question: Reasonable board authorization is conducive to improving the efficiency of decision-making. How are the rules governing this?

  Answer: The rules clarify that the board of directors can delegate part of its powers to the chairman and general manager in accordance with the company's articles of association and relevant regulations, and at the same time regulates the authorization decision-making behavior and fills the gaps in the relevant system. For example, it is clarified that enterprises must not use a comprehensive deliberative body that is not composed of directors to undertake the authorization of the board of directors, and must not use the company's executive meeting, chairman's office meeting and other meeting mechanisms to make decisions about the authorization of the board of directors, and must not use the aforementioned deliberative body or meeting mechanism to replace the board of directors to exercise powers; Enterprises should combine actual conditions, and in accordance with the principle of unifying decision-making quality and efficiency, scientifically demonstrate and reasonably determine authorized decision-making items and their quotas to prevent illegal authorization and over-authorization; major and high-risk investment projects of enterprises must be decided by the board of directors. In accordance with the requirements of the "three important and one large" system, the rules clarify that the chairman and the general manager make decisions on matters authorized by the board of directors, and generally take the form of collective research and discussion in the form of a special meeting by the chairman and an office meeting by the general manager.

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