

State-owned enterprises improve corporate governance mechanism
What important milestones have been achieved?
How to promote the improvement of corporate governance mechanism in the next step
Take it to a new level?
Xiaoxin gives you a detailed analysis.
The party’s leadership has been comprehensively strengthened.
The legal status of party organizations in state-owned enterprises in the corporate governance structure has been clarified and implemented, and the leading role of party committees (party groups) in "guiding the direction, managing the overall situation and promoting implementation" has been effectively brought into play.
The "pre-list" was comprehensively formulated and effective.
All central enterprise group companies, local first-class enterprises, the vast majority of central enterprises and important local subsidiaries.They have formulated a "list of major business management issues for pre-research", and the boundaries of powers and responsibilities between the party organization and the board of directors are clearer and the decision-making procedures are more standardized.
The board of directors has taken substantial steps to achieve all the necessary construction and implement the functions and powers of the board of directors.
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12,900 householdsSub-enterprises of central enterprises,26,300Local state-owned enterprises and their subsidiaries have set up boards of directors.
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1421 householdsAmong the important subsidiaries of central enterprises,95.2%And formulate a specific implementation plan for implementing that authority of the board of directors.
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The proportion of external directors in the subsidiaries of central enterprises and local state-owned enterprises reached respectively.99.5%、96.7%.
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The State-owned Assets Supervision and Administration Commission of the State Council set up a full-time party committee of external directors of central enterprises, fully implemented the system of convener of external directors, and established a talent pool of external directors.
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96.9%The central enterprise group company,98.5%The local level enterprises have established the management system that the board of directors authorizes the managers.
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The proportion of managers of subsidiaries at all levels of state-owned enterprises who realize tenure system and contractual management exceeds96%.
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It is necessary to make good use of the relevant list templates, clearly define the scope of "research decision" and "research discussion", especially define the standards of "major" major business management matters, and connect them with the scope and standards of "three majors and one big" matters.
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This pre-position must not be omitted, and the specific business problems that do not need to be pre-positioned, especially those that should be implemented by managers, should implement the responsibility of the relevant governance subject, and cannot be "pre-positioned" in violation of policy requirements.
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The "four noes" arewhether or notIn line with the Party’s theory, line, principles and policies,whether or notImplement the decision-making and deployment of the CPC Central Committee and the national development strategy,whether or notIt is conducive to promoting the high-quality development of enterprises, enhancing the competitive strength of enterprises, and realizing the preservation and appreciation of state-owned assets.whether or notIt is conducive to safeguarding the public interests and the legitimate rights and interests of workers and staff.
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The pre-research and discussion of the party organizations in state-owned enterprises to form opinions is not the same as pre-decision.
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The responsibilities and decision-making of each governance subject do not substitute for each other, and we must resolutely prevent the excuse of establishing a modern enterprise system to deny and weaken the leadership of the party, and also prevent the party organization from directly becoming the decision-making and command center of enterprise production and operation.
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It is necessary to closely combine the characteristics of different industries, different levels and different shareholding structures, and differentiate the contents of the list.
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It is necessary to encourage exploration and innovation to make the list simple, practical and useful.
Improve the quality of the construction and operation of the board of directors, and effectively guarantee the board of directors to "make strategies, make decisions and prevent risks".
It is necessary to improve the performance ability of external directors as soon as possible.
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It is necessary to speed up the building of a team of external directors with excellent political skills, high quality and reasonable structure.
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To establish a regular training mechanism.
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It is necessary to strengthen the performance evaluation and incentive constraints, and smooth the two-way communication channel between full-time external directors and current leaders.
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Listed companies should learn from the good practices of strict selection and management of external directors of central enterprises and do a good job in the selection and management of independent directors.
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Under normal circumstances, directors should be based on the overall interests of all shareholders and the company, comprehensively consider various factors, and participate in decision-making according to personal best business judgment;
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For decision-making matters that need to be studied and put forward by shareholders, external directors shall listen to shareholders’ opinions in advance and vote at the board meeting.
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It is necessary to learn from the experience of advanced enterprises and localities and guide subsidiaries at all levels to explore and implement the decision-making power of the board of directors for medium and long-term development.Six functions and powersGive priority to the board of directors’ major investment decision-making power, performance appraisal of managers and salary distribution power, so that the board of directors can really play a key role in major investment decision-making and risk prevention, which should be effective for the board of directors to operate.Basic and iconic requirements.
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Adhere to the combination of the principle of party management of cadres and the market mechanism, and explore specific ways to promote the board of directors to select managers according to procedures.
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State-owned enterprise corporate governance demonstration enterprises, listed companies, "double hundred enterprises" and "science and technology reform demonstration enterprises" should take the lead in implementing the rights of the board of directors according to law and play a leading and exemplary role.
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At present, the proportion of external directors in local-level enterprises is79.5%, still relatively lagging behind. The offices of leading groups for the reform of state-owned enterprises in all localities should, in conjunction with relevant departments, take effective measures to ensure that the tasks are basically completed in the first half of this year.
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It is necessary to enrich and make good use of the talent pool of external directors, further broaden the sources of external directors, and strengthen the sharing of talents of external directors between central enterprises and between central and local governments.
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At present, there are sub-enterprises of central enterprises and sub-enterprises of local enterprises.58.2%、52.8%The system of authorization from the board of directors to the management has been formulated, and those that have not been formulated should be formulated in combination with the actual situation.
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Those that have been formulated but the authorization is not in place should be further implemented.
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It is necessary to constantly improve the specific working mechanism for managers to implement, improve the contract texts related to tenure system and contractualization, and encourage managers to take the initiative to take on greater responsibilities by means of "revealing the list and taking the lead" and "selecting horses in the stadium", so as to give managers more autonomy accordingly.
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The board of directors should fully listen to the general manager’s opinions and suggestions on matters such as the decomposition, assessment and distribution results of the deputy performance targets of managers, and ensure the transmission of responsibilities and pressures at different levels.
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Managers should conscientiously implement the pre-research spirit of the party organization and the resolutions of the board of directors. The general manager shall regularly report the exercise of the authority granted by the board of directors to form a closed-loop work.
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It is necessary to carry out special inspection or evaluation in a timely manner, strengthen supervision over the exercise of power by managers, and adjust or withdraw authorization in a timely manner according to the exercise; Those who exceed their authority or exercise improper power should be corrected in time and dealt with in accordance with relevant regulations.
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Party organizations, boards of directors and managers should clearly define the boundaries and contents of their respective rights and responsibilities; At the same time, different types of lists should also be effectively connected with each other.
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Many enterprises integrate multiple related lists into one table to realize "multiple single tables", and the experience is worth popularizing.
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Active, timely and full communication should be regarded as a "lubricant" in corporate governance among all governance subjects, especially among party secretary, chairman and general manager.
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Generally speaking, the meeting should be suspended for matters with different communication opinions, especially those with major differences.
At the meetings of different governance bodies, it is encouraged to explore differentiated arrangements in terms of reporters, reporting contents and auditing standards.
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Party organization meetingGenerally, members of the party organization team report, focus on the overall situation and avoid being caught in general details according to the "four noes" standard;
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board meetingGenerally, it is reported by members of the management level, which highlights that the management level is responsible to the board of directors;
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General manager office meetingGenerally, it is reported by the person in charge of the functional department, which is convenient for urging the functional departments to implement it.
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The decision-making power of subsidiaries should belong to subsidiaries, and differentiated and precise authorization and decentralization should be implemented for subsidiaries in different industries, different levels, different ownership structures and different stages of development.
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It is necessary to promote the listing of authorization and decentralization, and regularly optimize the list and update the version according to the actual situation.
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For some matters directly related to subsidiaries’ seizing market opportunities, even if the group company really needs approval or filing, it should "handle special matters", clarify the time limit, improve efficiency, and resolutely prevent subsidiaries from delaying the fighter plane due to too long approval or filing time.
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It is necessary to truly hand over the specific business decision-making power to the board of directors and managers of the first-line enterprises closest to the market.
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It is necessary to combine the special rectification of the headquarters’ institutionalization, strictly control the examination and approval items of the group, and strengthen who approves and who is responsible.
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For businesses involving strong scale effect, high overall security requirements, market integration and networking, we should pay attention to the relationship between overall interests and local vitality and make reasonable authorization.
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The authorization of listed companies shall comply with the relevant policies and rules of listed companies.














