Standardize the construction of board of directors and give full play to the role of board of directors
Since the three-year reform of state-owned enterprises, the Board of Directors of Jiaoke Group has conscientiously implemented the relevant requirements of the higher authorities on accelerating the construction of a modern enterprise system with China characteristics, and made some positive explorations in giving full play to the role of the Board of Directors in making strategies, making decisions and preventing risks, and achieved good results, pushing the corporate governance level to a new level.
Fulfill the strategic responsibilities and promote the further improvement of the system and mechanism
The board of directors of the company takes "setting strategy" as its primary responsibility, and makes every effort to promote the high-quality development of the company through concentrated study, in-depth discussion and overall planning. The first is to improve the system and mechanism. The general requirements of party building work are written into the company’s articles of association, and the two-level party organizations realize the deep integration of party building and production and operation by integrating into the organization and process system of enterprise business decision-making, and give full play to the role of party organizations in guiding the direction, managing the overall situation and ensuring implementation. A "1+2+N" system of board of directors was initially established, in which "1" refers to the company’s articles of association, "2" refers to the rules of procedure of the board of directors and the management measures authorized by the board of directors, and "N" refers to more than 10 systems such as the rules of procedure of special committees, the measures for inspection and supervision of resolutions of the board of directors and the debt risk control plan that support and guarantee the operation of the board of directors. The second is to enhance strategic leadership. Through policy research, market research, capacity analysis, etc., the company’s strategy is systematically studied, and the development strategy of "building an advanced comprehensive technical service provider of highway engineering in the first-class industry in the west" is put forward, and it is clear that it can better shoulder the strategic mission of key enterprises in the whole industrial chain of the provincial public transport construction group. Combined with the development plan of Provincial Public Transport Construction Group in the 14th Five-Year Plan, the development strategy of "1235" during the 14th Five-Year Plan period is put forward: to create an "integrated and diversified" industrial layout and double the operating income and total profit; Promote the listing of companies in the capital market, deepen the three system reforms, and carry out three reform projects of professional integration; Achieve five breakthroughs in governance, business model, business layout, talent team building and various economic indicators. The third is to enhance the competitiveness of the main business.Focusing on the implementation of the development strategy, focusing on the transformation and upgrading of the main business, and accelerating the promotion of the main business to supplement the chain and strengthen the chain extension. A new photoelectric laboratory was built to carry out a full set of optical performance tests, and a transportation product certification institution was established in cooperation with CCCC (Beijing) Transportation Product Certification Center Co., Ltd. The internal test and testing business was integrated and reorganized, and the test and testing business management was further optimized. An innovation base for scientific research and testing was built in Lanzhou New District, which provided strong hardware support for the development of experimental testing business. With the support of provincial public transport construction group, the internal supervision business of provincial public transport construction group was integrated and reorganized to build a head supervision enterprise in northwest China. The introduction of strategic investors completed the mixed reform of Xinxiang Company, which enhanced the competitiveness of bridge and tunnel reinforcement business.
Fulfill the responsibility of making decisions and promote the further refinement of the six functions and powers
The first is to refine the decision-making power of development. Starting from strengthening the legitimacy, standardization and security of decision-making, the standard operation level of the board of directors will be further improved. Highlight the legitimacy, determine the sponsor of the board of directors, strictly follow the principle of "not attending the meeting without legal compliance review", and conduct legal compliance review before proposing. It is clear that the proposal must be delivered to all directors and supervisors 10 days before the regular meeting and 5 days before the interim meeting. In principle, the submission of the proposal shall not be delayed to ensure sufficient review time. Highlight the standardization and standardize the collection of proposals. The Office of the Board of Directors issues a notice of collecting proposals to the whole company 20 days before the regular meeting and 15 days before the interim meeting; Standardize the pre-review procedures, and in accordance with the provisions of the decision-making authority, major business management matters that have not fulfilled the pre-review procedures as required shall not be submitted to the board of directors; Standardize the deliberation and voting procedures. The proposals of the board of directors shall be fully deliberated by the participating directors, and strictly abide by the voting procedures of "one person, one vote, one decision, and written voting item by item". Highlight safety, study and formulate the Measures for the Administration of Proposals of the Board of Directors, stipulate the general format of proposals, form the practical elements of proposals, and ensure that the proposals are clear, the arguments are sufficient, the risks are revealed in place, and the decisions are safe and concrete. The second is to select and appoint management rights for management members. Formulate the implementation plan of tenure system and contractual management for managers, clarify the scope, methods and qualifications of hiring managers, and perform decision-making approval procedures for hiring management. The board of directors at the two levels appointed members at the managerial level in accordance with relevant procedures.Implement tenure system and contractual management for management members, strengthen supervision and management, and sign employment contracts and performance contracts (annual and term operating performance responsibility letters) with management members according to law. The third is to refine the performance appraisal rights of managers. The board of directors shall assess the performance of performance contracts of management members and decide the performance assessment results of management members, which shall serve as an important basis for salary distribution, renewal or dismissal of management members. According to the business performance evaluation orientation of Provincial Public Transport Construction Group, around the enterprise development strategy and medium-and long-term development plan, the performance evaluation method of managers is formulated and the differentiated evaluation mechanism is established. According to the annual and term operating performance responsibility letter signed by the Provincial Public Transport Construction Group and the authorized representative of the board of directors, the main indicators of the operating performance responsibility letter are included in the performance contract of the management members (annual and term operating performance responsibility letter). The fourth is to refine the salary management rights of managers. In accordance with the relevant provisions of the salary system reform of the Provincial Public Transport Construction Group, the salary management measures for the management members were formulated, and the requirements of salary composition, salary distribution, salary management, performance of duties and business expenses were clarified, and the salary deduction and recourse deduction systems were established. The board of directors decided the salary structure and level of the management members. Fifth, the right to manage the distribution of wages of employees is reduced. According to the relevant provisions of payroll management, according to the enterprise development plan and salary strategy, formulate the actual payroll budget management method and payroll budget plan. Reasonably arrange the budget expenditure of employees’ annual total wages, explore the market-oriented management mode of total wages, and deepen the reform of the internal income distribution system of enterprises.Strengthen the performance appraisal of all employees, so that the wage income of employees can be linked to their work performance and actual contribution, and effectively increase and decrease. In principle, the average wage growth rate of employees in corporate headquarters is lower than that of front-line employees. The sixth is to detail the management power of major financial matters. According to the Company Law and relevant financial management systems, formulate the management measures for the company’s external guarantee, debt risk control scheme and external donation. Reasonably determine the guarantee scale, formulate guarantee risk prevention measures, and implement risk management and control responsibilities. Our company has not provided guarantees to other enterprises other than the Provincial Public Transport Construction Group and its subsidiaries. The board of directors decides the debt risk control level of the company, determines the control target of the asset-liability ratio, and takes effective measures to keep the asset-liability ratio at a reasonable level. Reasonably determine the scale of donation, incorporate donation expenditure into budget management, and perform internal decision-making procedures for off-budget donations.
Perform risk prevention duties and promote further strengthening of risk management and control.
First, focus on preventing investment risks. Strictly implement the investment management measures of provincial public transport construction group, and earnestly carry out feasibility study, risk assessment, investment dynamic supervision and other work to minimize investment risks and ensure project investment income. The second is to focus on preventing operational risks. In view of the possible risks in strategic cooperation, qualification management, and clean business, we should adhere to the bottom line of compliance and safe operation by scientifically agreeing on the terms of cooperation, strengthening the awareness of legal operation, and strictly implementing the "five prohibitions" of the Provincial Public Transport Construction Group. The third is to focus on preventing legal risks. The Administrative Measures for Legal Audit (Trial) was issued, and a perennial legal consultant was hired to strengthen the legal review of important systems, various contracts and important decision-making matters, so as to control legal risks. Fourth, efforts should be made to prevent subsidiaries from controlling risks. The Measures for the Administration of Subsidiaries were formulated, and directors, supervisors and financial officers were appointed to exercise their functions and powers according to laws and regulations. By signing the target responsibility letter, conducting internal audit and regularly inspecting inspectors, the supervision of subsidiaries was strengthened and various risks were prevented. The fifth is to focus on preventing security risks. Regularly and dynamically carry out safety production inspection, safety risk investigation and management, plug safety production loopholes in time, and ensure the continuous and stable situation of safety production. Strengthen the quality control of technological achievements, strive to provide quality services to customers, and resolutely guard against quality and safety. Make overall plans for epidemic prevention and control, production and operation, and strive to minimize the impact of the epidemic. In recent years, the main business indicators have been completed well.
In the next step, Jiaoke Group will accelerate the construction of a modern enterprise system with China characteristics, constantly improve various systems for the construction of the board of directors, continuously enhance the exercise ability of the board of directors, effectively improve the quality of scientific decision-making, and continue to explore effective ways to improve corporate governance.
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