(1) Hold high the great banner of socialism with Chinese characteristics, be guided by Deng Xiaoping Theory and the important thought of "Three Represents", thoroughly implement the Scientific Outlook on Development, and in accordance with the "Establishing and Improving a System for Punishing and Preventing Corruption 2008- "2012 Work Plan" deployment, implement the requirements of "Several Provisions on Integrity for Leaders of State-owned Enterprises", focus on clarifying the scope of decision-making, standardizing decision-making procedures, strengthening supervision and inspection and accountability, and further promote the "three important and one" decision-making system of state-owned enterprises. Implement.
(2) Adhere to the principle of collective decision-making on "three major and one major" matters. State-owned enterprises should improve their rules of procedure, clarify the decision-making rules and procedures for "three major and one major" matters, and improve the decision-making mechanism that combines mass participation, expert consultation and collective decision-making. State-owned enterprise party committees (party groups), boards of directors, management teams without boards of directors and other decision-making bodies must collectively discuss and decide on the "three major and one major" matters based on their respective responsibilities, authorities and rules of procedure to prevent arbitrariness by individuals or a small number of people. We must adhere to pragmatism and efficiency to ensure the scientific nature of decision-making; fully promote democracy, listen to opinions extensively, and ensure the democratic nature of decision-making; abide by national laws and regulations, intra-party regulations and relevant policies, and ensure that decision-making is legal and compliant.
II. The main scope of the “three important and one important” matters
(3) Major decision-making matters refer to matters that are determined in accordance with the Company Law of the People’s Republic of China and the People’s Republic of China Company Law. "Law of the People's Republic of China on Industrial Enterprises Owned by the Whole People", "Law of the People's Republic of China on State-owned Enterprises", "Law of the People's Republic of China on Commercial Banks", "Securities Law of the People's Republic of China" , the "People's Republic of China Insurance Law" and other relevant laws and regulations and intra-party regulations that should be decided by the shareholders' meeting (shareholders' meeting), the board of directors, the management team without a board of directors, the workers' congress and the party committee (party group) matter. It mainly includes major measures for enterprises to implement the party and the country's lines, principles, policies, laws and regulations, and important decisions of superiors, enterprise development strategies, bankruptcy, restructuring, mergers and reorganizations, asset adjustments, property rights transfers, foreign investments, interest allocation, organizational adjustments, etc. major decisions on corporate party building, security and stability, and other major decision-making matters.
(4) Important personnel appointment and removal matters refer to the job adjustment matters of the leaders directly managed by the enterprise and other operating management personnel. It mainly includes the appointment, dismissal, employment, dismissal and reserve candidates of the company's middle-level management personnel and above and the leadership team members of subordinate companies and units, the appointment of shareholder representatives to holding and joint-stock companies, and the recommendation of board of directors, supervisory board members, managers, and financial directors. and other important personnel appointments and removals.
(5) Major project arrangement matters 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 plans, financing and guarantee projects, options, futures and other financial derivative businesses, the introduction of important equipment and technology, the purchase of bulk materials and services, major engineering construction projects, and other major project arrangements.
(6) Large-amount fund operation matters refer to the mobilization and use of funds that exceed the limit of funds that enterprise leaders have the right to mobilize and use specified by the enterprise or the institution that performs the duties of a state-owned asset investor. It mainly includes the mobilization and use of large-amount funds within the annual budget, the mobilization and use of funds beyond the budget, large-amount external donations, sponsorships, and other large-amount fund operation matters.
3. Basic procedures for decision-making on "three important and one" matters
(7) "Three important and one" matters should be carefully investigated and studied before being submitted to the meeting for collective decision-making, and necessary research and demonstration should be carried out procedures and fully absorb opinions from all sides. For major investment and engineering construction projects, the opinions of relevant experts should be fully listened to in advance. For the appointment and removal of important personnel, the opinions of the disciplinary inspection and supervision agencies of state-owned enterprises and institutions that perform the responsibilities of state-owned asset investors must be sought in advance. When studying and deciding on major issues in enterprise restructuring and operation and management, major matters involving the vital interests of employees, and formulating important rules and regulations, the opinions of the enterprise's trade union should be listened to, and the opinions and suggestions of the employees should be listened to through the employee representative conference or other forms.
(8) Decision-making matters should be informed in advance to all decision-making personnel, and relevant materials should be provided to all decision-making personnel. If necessary, listen to feedback in advance.
(9) The party committee (party group), board of directors, and management team without a board of directors should make collective decisions on the "three important and one one" matters within their responsibilities in the form of meetings. Decisions shall not be made through individual solicitation of opinions or other methods. In emergencies, if a temporary decision is made by an individual or a small number of people, it should be reported promptly to the party committee (party group), board of directors, or management team without a board of directors; the temporary decision maker should be responsible for the decision-making situation, and the party committee (party group), board of directors, or management team without a board of directors The management team of the board of directors shall ratify the matter in accordance with procedures afterwards. With the authorization of the board of directors, if the management team decides on the "three important and one major" matters, it shall be implemented in accordance with this opinion.
(10) The decision-making meeting can only be held when the number of people meeting the requirements is met. Participants should fully discuss and express their opinions respectively, and the person in charge should finally make a concluding opinion. When multiple matters are decided at a meeting, the decisions should be studied one by one. If there are serious disagreements, a decision should generally be deferred.
(11) The matters decided at the meeting, the process, participants and their opinions, conclusions and other contents should be recorded completely and in detail and archived for future reference.
(12) After the decision is made, the enterprise shall promptly report the relevant decision-making situation to the institution that performs the duties of the state-owned asset investor; the person in charge of the enterprise shall organize the implementation according to the division of labor, and clarify the implementation departments and responsible persons. If individuals participating in decision-making have different opinions on the collective decision-making, they can retain it or report it to their superiors, but they are not allowed to change or refuse to implement it without making a new decision. If special circumstances require major adjustments to the decision-making content, the decision-making procedures must be performed again in accordance with regulations.
(13) When the board of directors and the management team without a board of directors study the "three major and one major" matters, 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 or the management team without a board of directors shall implement the opinions or decisions of the party organization. The party organization of the enterprise must unite and lead all party members and the broad masses of employees to promote the implementation of decisions, and promptly provide opinions on situations found during implementation that are inconsistent with the party and national policies, laws and regulations, or are deviated from reality. If they are not corrected, they should report to Reflected by superiors.
(14) Establish an avoidance system for decision-making on "three important and one major" matters; establish an assessment and post-evaluation system for decision-making, and gradually improve the correction mechanism and accountability system for decision-making errors.
IV. Organization, implementation, supervision and inspection
(15) The secretary of the party committee (party group), chairman of the board of directors, and general manager (president) of the state-owned enterprise without a board of directors shall implement this policy for the enterprise The main person responsible for the opinions.
(16) State-owned enterprises should formulate specific implementation measures based on these opinions and submit them to the agency that performs the duties of a state-owned asset investor for review and approval. Institutions that perform the duties of state-owned asset contributors should clarify relevant requirements based on these opinions when formulating or approving the articles of association of state-owned enterprises.
(17) Institutions that perform the duties of state-owned asset contributors should strictly review whether the scope of the "three major and one major" 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 approved, its implementation shall be supervised after approval.
(18) The disciplinary inspection and supervision agencies should supervise and guide the disciplinary inspection and supervision agencies that perform the responsibilities of state-owned asset investors, and effectively strengthen the supervision and inspection of the implementation of the "three majors and one" decision-making system by state-owned enterprises under their jurisdiction .
(19) In accordance with the provisions of the "Several Provisions on the Integrity of Leaders of State-owned Enterprises", the disciplinary inspection and supervision agencies of state-owned enterprises conduct supervision and inspections in conjunction with annual assessments, make evaluations, and submit reports to the enterprise party organization and superior disciplinary inspection When reporting by supervisory agencies, the implementation of the “three majors and one major” decision-making system by state-owned enterprise leaders should be the focus.
(20) The implementation of the "three important and one" decision-making system should be an important part of the inspection, the assessment of the responsibility system for party style and clean government construction, and a key matter of the economic responsibility audit of enterprise leaders; as a democratic life It is an important part of the work report and integrity report of the meeting and corporate leaders; as an important part of the disclosure of factory affairs, it shall be disclosed within an appropriate scope except for matters that should be kept confidential in accordance with national laws, regulations and relevant policies.
(21) Organizational personnel departments, institutions that perform the duties of state-owned asset investors, and auditing agencies should use the implementation of the "three important and one" decision-making system as a basis for the inspection and assessment of enterprise leaders. Important content and important basis for audit evaluation of appointments and removals as well as performance of economic responsibilities.
(22) If leaders of state-owned enterprises violate the "three important and one" decision-making system, they shall be dealt with accordingly in accordance with the "Several Provisions on the Integrity of Leaders of State-owned Enterprises" and relevant laws and regulations. Violators of regulations shall be punished accordingly. Those who have obtained unfair economic benefits shall be ordered to withdraw; those who cause economic losses to state-owned enterprises shall bear financial compensation liability.
(23) This opinion applies to state-owned and state-controlled enterprises (including state-owned and state-controlled financial institutions).