(2) adhere to the principle of collective decision-making in matters of "three majors and one big". State-owned enterprises should improve the rules of procedure, clarify the decision-making rules and procedures for "three majors and one big" issues, and improve the decision-making mechanism combining mass participation, expert consultation and collective decision-making. Party committees (party groups), boards of directors, managers' teams without boards of directors and other decision-making bodies of state-owned enterprises should collectively discuss and decide on "three majors and one big one" according to their respective responsibilities, authorities and rules of procedure, so as to prevent individuals or a few people from being arbitrary. We must persist in being pragmatic and efficient and ensure the scientific decision-making; Give full play to democracy, listen to opinions extensively, and ensure the democracy of decision-making; Abide by national laws and regulations, Party regulations and relevant policies, and ensure that decisions are legal and compliant.
second, the main scope of the "three majors and one big" issue
(iii) major decision-making issues, Refers to the Company Law of the People's Republic of China, the Industrial Enterprises Law of the People's Republic of China, the State-owned Assets Law of the People's Republic of China, the Commercial Bank Law of the People's Republic of China, the Securities Law of the People's Republic of China and the Insurance Law of the People's Republic of China. It mainly includes major measures for enterprises to implement the line, principles, policies, laws and regulations of the party and the state and important decisions of superiors, major decisions on enterprise development strategy, bankruptcy, restructuring, merger and reorganization, asset adjustment, property right transfer, foreign investment, interest allocation and institutional adjustment, major decisions on enterprise party building, security and stability, and other major decision-making matters.
(4) Important personnel appointment and dismissal matters refer to the post adjustment of the leaders directly managed by the enterprise and other management personnel. It mainly includes the appointment, dismissal, employment and dismissal of middle-level management personnel and members of the leading bodies of subordinate enterprises and units, the determination of reserve candidates, the appointment of shareholder representatives to holding and shareholding enterprises, the recommendation of members of the board of directors and the board of supervisors, managers and financial officers, and other important personnel appointment and dismissal matters.
(5) major project arrangements refer to the establishment and arrangement of projects that have an important impact on the enterprise's asset scale, capital structure, profitability, production equipment and technical status. It mainly includes annual investment plan, financing and guarantee projects, financial derivative business such as options and futures, introduction of important equipment and technology, purchase of bulk materials and services, major construction projects and other major project arrangements.
(6) The term "large-amount fund operation" refers to the transfer and use of funds that exceed the limit of funds that enterprise leaders have the right to transfer and use as stipulated by enterprises or institutions that perform the duties of investors of state-owned assets. It mainly includes the mobilization and use of large-scale funds within the annual budget, the mobilization and use of funds beyond the budget, large-scale donations and sponsorships to foreign countries, and other large-scale fund operation matters.
III. Basic procedures for decision-making on "three majors and one big" issues
(VII) Before the "three majors and one big" issues are submitted to the collective decision-making meeting, they should be carefully investigated and studied, and after necessary research and demonstration procedures, opinions from all sides should be fully absorbed. Major investment and engineering construction projects should fully listen to the opinions of relevant experts in advance. The appointment and removal of important personnel shall seek the opinions of the discipline inspection and supervision institutions of state-owned enterprises and institutions that perform the duties of state-owned assets investors in advance. To study and decide on major issues in enterprise restructuring and management, major issues involving the vital interests of employees, and formulate important rules and regulations, we should listen to the opinions of the enterprise trade unions, and listen to the opinions and suggestions of the workers and staff through the workers' congress or other forms.
(8) all decision-makers shall be informed in advance of the decision-making matters, and relevant materials shall be provided for all decision-makers. When necessary, you can listen to feedback in advance.
(9) the party Committee (party group), the board of directors and the management team without a board of directors shall make collective decisions on the "three majors and one big" matters within their duties and powers in the form of meetings. Decisions shall not be made in the form of individual comments. If it is decided temporarily by an individual or a few people in an emergency, it should be reported to the party Committee (party group), the board of directors or the manager team without a board of directors in a timely manner afterwards; The temporary decision-maker shall be responsible for the decision-making, and the party committee (party group), the board of directors or the management team without a board of directors shall ratify it according to the procedure afterwards. Authorized by the board of directors, if the management team makes decisions on "three majors and one big one", it shall be implemented in accordance with this opinion.
(1) The decision-making meeting can be held only when the number of people meets the requirements. Participants should fully discuss and express their opinions respectively, and the main person in charge should finally make concluding comments. When the meeting decides on a number of matters, it should study and decide one by one. If there are serious differences, the decision should generally be postponed.
(11) The matters, processes, participants and their opinions and conclusions decided at the meeting shall be recorded completely and in detail and filed for future reference.
(12) after the decision is made, the enterprise shall report the relevant decision-making situation to the institution that performs the responsibilities of the investor of state-owned assets in a timely manner; The person in charge of the enterprise shall organize the implementation according to the division of labor, and clearly define the departments and responsible persons. Individuals who participate in decision-making have different opinions on collective decision-making, and they can keep them or reflect them to their superiors, but they may not change them or refuse to implement them without authorization before making a new decision. In case of special circumstances, it is necessary to make major adjustments to the decision-making contents, and the decision-making procedures shall be re-performed as required.
(XIII) When the board of directors and the manager team without a board of directors study the "three majors and one big" issue, they should communicate with the party committee (party group) in advance and listen to the opinions of the party committee (party group). Members of the Party Committee (Party Group) who join the board of directors and the manager team without a board of directors shall implement the opinions or decisions of the Party organization. Party organizations in enterprises should unite and lead all party member and the broad masses of workers and staff, promote the implementation of decision-making, and put forward opinions in a timely manner on the situation that is found to be inconsistent with the principles and policies of the party and the state, laws and regulations or divorced from reality. If it is not corrected, it should be reflected to the higher authorities.
(14) Establish an avoidance system for decision-making on "triple and big" issues; Establish an assessment and post-evaluation system for decision-making, and gradually improve the error correction mechanism and accountability system for decision-making mistakes.
iv. organization, implementation, supervision and inspection
(15) the secretary of the party Committee (party group), the chairman of the board of directors and the general manager (president) without a board of directors of state-owned enterprises are the main responsible persons for the implementation of this opinion.
(16) State-owned enterprises shall formulate specific implementation measures according to this opinion, and submit them to the institutions that perform the responsibilities of investors of state-owned assets for examination and approval. Institutions that perform the duties of investors of state-owned assets shall, when formulating or approving the articles of association of state-owned enterprises, clarify the relevant requirements according to this opinion.
(17) institutions that perform the responsibilities of investors in state-owned assets should strictly examine whether the scope of the "three majors and one big" matters formulated by state-owned enterprises is comprehensive and scientific, whether the decision-making procedures are rigorous, and whether the accountability measures are effective. If they are approved, they should supervise their implementation after approval.
(18) the discipline inspection and supervision organs shall supervise and guide the discipline inspection and supervision organs of institutions that perform the duties of investors of state-owned assets, and earnestly strengthen the supervision and inspection of the implementation of the "three majors and one big" decision-making system in state-owned enterprises under their jurisdiction.
(19) when the discipline inspection and supervision institutions of state-owned enterprises conduct supervision and inspection and make evaluation in accordance with the provisions of Several Provisions on Honest Practice of Leaders of State-owned Enterprises, and report to the party organizations of enterprises and the discipline inspection and supervision institutions at higher levels, they should focus on the implementation of the "three majors and one big" decision-making system by leaders of state-owned enterprises.
(2) the implementation of the "three majors and one big" decision-making system should be regarded as an important part of the inspection, the assessment of the responsibility system for building a clean and honest government, and the key issues of the economic responsibility audit of enterprise leaders; As an important content of democratic life meeting and enterprise leaders' debriefing and honesty; As an important content of factory affairs disclosure, it should be disclosed within a proper scope except for matters that should be kept confidential in accordance with national laws, regulations and relevant policies.
(21) the organization and personnel department, the institutions and audit institutions that perform the responsibilities of investors of state-owned assets shall regard the implementation of the "three majors and one big" decision-making system as the important content of the inspection and assessment of enterprise leaders, the appointment and removal, and the important basis for the audit evaluation of the performance of economic responsibilities.
(22) leaders of state-owned enterprises who violate the decision-making system of "three majors and one big one" shall be dealt with accordingly in accordance with "Several Provisions on Honest Practice of Leaders of State-owned Enterprises" and relevant laws and regulations, and those who have obtained illegitimate economic benefits in violation of regulations shall be ordered to return; If economic losses are caused to state-owned enterprises, they shall be liable for economic compensation.
(XXIII) This opinion is applicable to state-owned and state-controlled enterprises (including state-owned and state-controlled financial institutions).