Clarify the boundaries of the powers and responsibilities of the Party committee, the Party group and the board of directors
1. The leading role of the Party committee and the Party group: whether the decision-making matters are in line with the Party's theory, line, principles and policies, and whether they are in line with the strategic deployment of the Party and the country; whether it is conducive to improving the efficiency of enterprises, enhancing the competitiveness of enterprises, and realizing the preservation and appreciation of state-owned assets; Whether it protects the interests of the public and the legitimate rights and interests of the masses of employees.
2. The decision-making role of the board of directors: analyze the consistency of decision-making matters with the company's development strategy; Analyze legal compliance, market outlook and breakeven, and analyze various risks.
Clarify the scope of pre-discussion by Party committees
1. The "heavy" and "big" issues related to the operation and development of enterprises, which are concentrated in the "three major and one major" matters, should be included in the scope of the pre-research of the Party committee.
2. Cutting-edge and sensitive issues that may have a greater impact on the enterprise, involving projects in new formats and new fields, involving the style, ideology and corporate culture construction of leading cadres, and affecting the development dynamics and direction of the enterprise.
3. Issues closely related to the vital interests of employees, matters involving employee remuneration and benefits, and labor issues.
4. New situations and new problems in enterprises, especially problems with principles and directions.
Set up the decision-making process scientifically
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).
Implementation intent: Members of Party committees (Party groups) who have entered the board of directors and have not established a board of directors shall implement the opinions or decisions of the Party organization.
Promote the implementation: the enterprise party organization should unite and lead all party members and the broad masses of workers to promote the implementation of decision-making, and timely put forward opinions on the implementation of the party's and the state's policies, laws and regulations or out of line with the actual situation, if not corrected, should be reflected to the superiors.
Party committees have the right to make decisions, some have the right to deliberate, and some have the right to make suggestions. The specific "road map" for the pre-study and discussion order of the Party committee should be determined on the basis of the Party committee's decision-making authority on the matter.
For matters that party committees have the power to deliberate, the party committees should do a good job in political, policy, and procedural matters. For example, the company's development strategy, medium and long-term development plan, and business plan are generally formulated by the general manager, and the general manager's office will study and put forward opinions, and the party committee will study and discuss and submit it to the board of directors for decision.
Party committees should play the role of "political advisers" on matters for which Party committees have the power to make recommendations, and should explore the establishment of a list of deliberations and decision-making and clarify the decision-making process.
Extended reading:
Decision-making system and flow chart of "three major and one big" matters
Editor's note: The "three-fold and one-large" system refers to the system in which "decisions on major matters, the appointment and dismissal of important cadres, the arrangement of important projects, and the use of large amounts of funds must be decided through collective discussion". The Communiqué of the Sixth Plenary Session of the 14th Central Commission for Discipline Inspection in 1996 set forth a requirement for party members and leading cadres in terms of political discipline.
Main policy basis: On July 15, 2010, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council issued the "Opinions on Further Promoting the Implementation of the "Three Majors and One Major" Decision-making System in State-owned Enterprises (Zhong Ban Fa [2010] No. 17), requiring all regions and departments to conscientiously implement it in light of actual conditions.
The main connotation of the "three major and one large" decision-making system: major decisions, important personnel appointments and dismissals, major project arrangements and large-scale fund operations (referred to as "three major and one large") matters must be collectively decided by the leadership team.
The scope of "three major and one major" matters
1. Major decision-making matters:
It refers to the matters that shall be decided by the general meeting of shareholders (shareholders' meeting), the board of directors, the management team without a board of directors, the workers' congress and the party committee (party group) in accordance with the Company Law of the People's Republic of China, the Law of the People's Republic of China on Industrial Enterprises Owned by the Whole People, the Law of the People's Republic of China on State-owned Assets of Enterprises, the Law of the People's Republic of China on Commercial Banks, the Securities Law of the People's Republic of China, the Insurance Law of the People's Republic of China and other relevant laws and regulations and intra-Party regulations.
It mainly includes the major measures for enterprises to implement the line, principles and policies, laws and regulations of the party and the state, and the important decisions of the superiors, the major decisions on enterprise development strategy, bankruptcy, restructuring, mergers and acquisitions, asset adjustment, property rights transfer, foreign investment, interest allocation, and institutional adjustment, the major decisions on enterprise party building, security and stability, and other major decision-making matters.
2. Important personnel appointments and dismissals:
It refers to the adjustment of the positions of the leaders and other management personnel directly managed by the enterprise. It mainly includes the appointment, dismissal, hiring, dismissal and determination of reserve candidates for middle-level and above management personnel and members of the leadership team of subordinate enterprises and units, the appointment of shareholder representatives to holding and shareholding enterprises, the recommendation of members and managers of the board of directors and the board of supervisors, and the person in charge of finance, as well as other important personnel appointments and dismissals.
3. Arrangement of major projects:
It refers to the establishment and arrangement of projects that have an important impact on the scale of enterprise assets, capital structure, profitability, production equipment, technical status, etc. It mainly includes annual investment plans, financing, guarantee projects, options, futures and other financial derivatives business, important equipment and technology introduction, procurement of bulk materials and services, major engineering construction projects, and other major project arrangements.
4. Large-scale capital operation matters:
It refers to the transfer and use of funds that exceed the limit of funds that enterprise leaders are entitled to mobilize and use as stipulated by the enterprise or the institution performing the duties of the investor of state-owned assets. It mainly includes the mobilization and use of large amounts of funds within the annual budget, the mobilization and use of funds exceeding the budget, large external donations, sponsorships, and other large-scale fund operation matters.
Decision-making procedures for "three major and one major" matters
1. Before submitting the "three major and one major" matters to the meeting for collective decision-making, they should be carefully investigated and studied, and the opinions of all parties should be fully absorbed after the necessary research and demonstration procedures.
For major investment and engineering construction projects, the opinions of relevant experts shall be fully heard in advance. The appointment and removal of important personnel shall seek the opinions of the discipline inspection and supervision bodies of state-owned enterprises and institutions performing the duties of investors of state-owned assets in advance. The opinions of the trade unions of the enterprises shall be listened to in the study and decision of major issues in the restructuring and operation and management of enterprises, major matters involving the vital interests of the workers, and important rules and regulations, and the opinions and suggestions of the masses of workers shall be heard through the workers' congress or other forms.
2. All persons involved in decision-making shall be informed in advance of decision-making matters, and relevant materials shall be provided to all persons involved in decision-making. If necessary, feedback can be heard in advance.
3. Party committees (Party groups), board of directors, and managers without a board of directors shall make collective decisions on the "three major and one major" matters within the scope of their responsibilities and authority in the form of meetings. Decisions must not be made through methods such as soliciting opinions on an individual basis. In case of emergency, if the decision is made by an individual or a small number of people temporarily, it shall be reported to the Party committee (Party group), the board of directors or the management 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 follow procedures after the fact. With the authorization of the board of directors, if the management team decides on the "three major and one major" matters, it shall be implemented in accordance with these Opinions.
4. The decision-making meeting can only be convened if the required number of people meets. Participants should fully discuss and express their opinions separately, and the principal responsible person should finally issue a concluding opinion. When a meeting decides on multiple matters, it should be decided on a case-by-case basis. If there are serious differences, decisions should generally be postponed.
5. The matters, processes, participants, opinions, conclusions, and other content decided by the meeting shall be recorded in complete and detailed detail and archived for future reference.
6. After the decision is made, the enterprise shall report the relevant decision-making to the institution that performs the duties of the investor of state-owned assets in a timely manner; The person in charge of the enterprise shall organize the implementation in accordance with the division of labor, and clearly implement the department and the responsible person. Individuals participating in decision-making have different opinions on collective decision-making, and may retain or reflect them to their superiors, but must not change or refuse to implement them without authorization until a new decision is made. In case of special circumstances where it is necessary to make major adjustments to the content of the decision, the decision-making procedures shall be performed again in accordance with provisions.
7. 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 have entered the board of directors and have not established a board of directors. The opinions or decisions of the Party organization shall be implemented. The party organization of the enterprise should unite and lead all party members and the broad masses of workers to promote the implementation of decision-making, and promptly put forward opinions on the situation found in the implementation that is inconsistent with the party's and the state's principles and policies, laws and regulations, or out of touch with reality, and if it is not corrected, it should be reflected to the higher-ups.
8. Establish a system for avoiding decision-making on "three major and one major" matters; Establish a system for the evaluation, evaluation, and post-evaluation of decision-making, and gradually improve the mechanism for correcting and correcting mistakes in decision-making and the system for pursuing responsibility.
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