China Railway Tenth Bureau strengthened the construction of the board of directors and enhanced the quality and efficiency of governance 丨 Three -year action of deepening reform

In recent years, the China Railway Tenth Bureau has adhered to the three -year action of state -owned enterprise reform as an opportunity, continuously improved the modern enterprise system with Chinese characteristics in adhering and strengthening the party's leadership, and focused on "good construction, reality, excellent operation, good management and control". Points, strengthen the construction of the board of directors, and improve the quality of governance.

01

Take "good construction" as the construction of the board of directors

The primary task

Correct the responsibility for the construction of the board of directors

The "Implementation Plan for Strengthening the Construction of the Board of Directors" was formulated, and the "monocularization" draws a promotion plan and division of labor tables, lists 29 key measures to strengthen the construction of the board of directors, and clarifies the detailed division of labor, responsible units, and completion time limit. As of now, 27 tasks have been "submitted" on schedule, and the two long -term tasks have been promoted in an orderly manner.

Improve the board of directors of the board of directors

The requirements for the implementation of external directors, "two -way entry and cross -term work", etc., have established four special committees including the strategy and investment, salary and assessment, audit and risks, nominations, and nominations of the board of directors. Support and service.

Improve the operation system of the board of directors

Advance the company's articles of association with the times, and further clarify the responsibilities of the board of directors, organizational structure, and the rights and obligations of directors. The "Rules of Directors 'Associations", "Implementation of the Power Implementation Plan for the Board of Directors", "The Rolling of the Board of Directors' Resolution Examination and Inspection and Evaluation Measures", "The Secretary of the Board of Directors" and other related systems, ensure that the board of directors can operate and efficient operations, charter, and well -evident. Essence

02

Take "the reality of the right" as the construction of the board of directors

Core essential

Everything Rouses up from Sleeping

Focusing on the legal functions of "fixed strategy, making decisions, and risk prevention"

On the basis of implementing the "123456" development strategy of the joint -stock company, based on the actual situation, the strategic goal of "one creation, two advances and six" is established, grasped the strategic goal breakdown, and formulated 9 specials in investment, overseas, science and technology, talent, and rule of law. Functional planning.

In 2021, the growth rate of the company's main economic indicators exceeded the "Fourteenth Five -Year Plan". In strict accordance with the board of directors' authority, in 2021, the board of directors was held 10 times to review 145 major business and management matters.

Clarify the risk management responsibilities of the board of directors, the audit and risk committees, the board of supervisors, and the manager. Risks such as financing and other key areas to ensure the smooth operation of the enterprise.

Do a good job of landing

Grasp the management rights of managers, assessment, and salary management, clarify the manager's appointment, performance assessment, salary incentive, adjustment and exit, etc., so as to be 100%of the manager employment rate, the signing rate of the manager's term and annual business performance assessment of 100 %.

Highlight the "value creation", closely linked the results of the manager's performance assessment with the salary, implement differentiated salary, and fully stimulate the entrepreneurial vitality of the manager's officer.

Unified employee compensation composition, link employee income to corporate performance, increase the proportion of floating part, and increase the proportion of employees' floating salary accounts for more than 70%. Regularly review the annual financial budget, financing guarantee, and profit distribution, and implement the management power of major financial matters of the board of directors.

03

Take "run excellent" as the construction of the board of directors

Important support

Stimulate the boundary of the main body of governance

On the basis of the company's articles of association clarifying the authority of various governance subjects, the implementation of the "Three -Herit and One" decision -making system implementation method is formulated, and the decision -making procedures of major business management matters and the key direction of the research decision -making decision -making of different governance subjects. Combining the "List of Decision and Responsibility for major matters" in accordance with the actual situation, the decision -making items of managers accounted for 12%, the party committees' decision -making items accounted for 36%, and the board of directors for reviewing decision -making items accounted for 52%.

1

Standardize the board meeting of the board of directors

Submit the good proposal to the "four musts", that is, the proposal must be complete, the opinions of legal compliance review must be issued, must be fully communicated, and a preliminary meeting must be made. Classify the good proposal, and list the basis for the company's charter and responsibilities in accordance with the company's articles of association and major matters to ensure the integrity of the chain of major matters. In the order of good issues, the major business and management matters are proposed by the manager layer. Implement the follow -up and implementation level, establish a major decision -making tracking and implementing accounts, and regularly listen to the implementation.

2

Improve the operational efficiency of the board of directors

The relationship between the quality and efficiency of the decision -making decision -making, formulated the "Five Board of Directors to Authorization of the Chairman", and awarded the chairman to decide on the chairman of the chairman and regularly report to the board of directors to a certain extent, and report to the board of directors on a regular basis. Adhere to the principles of "non -authorization of statutory matters", "authorization of not responsibility", "not authorized" and other principles, formulate the "Measures for the Management of the Board of Directors to the Management", and grant the manager's "institutional management, asset management, fixed asset investment, infrastructure investment The decision -making power of 4 categories and 5 matters such as the project can better adapt to market changes.

3

Give full play to the scientific decision -making and suggestions of external directors

Implement the pre -reporting mechanism of the board of directors' motion. For some important matters or inadequate information of external directors, we will adopt the methods of telephone, video, on -site or organizing special investigations to ensure that external directors have comprehensively, objective and accurate information, and improve the quality of decision -making. Give play to the role of "think tanks" in external directors, accurately plan external directors to investigate according to the situation and tasks faced by enterprises in different periods, and strengthen the use of research results. More than 20 opinions and suggestions proposed by external directors have rectified and implemented; External directors participated in the entire process, decision -making, bidding, implementation, and exit of major investment and financing projects, and actively reported the progress of the progress. Essence 4

04

Taking "good control" as a standardized funding enterprise management

Important goal

Improving the standards of child enterprise governance

Categorize and formulate the articles of association templates of the sub -enterprise, and guide the three -level company to revise the "three major" decision -making systems and major matters decision lists through video training, pre -review and post -filing. Strengthen the construction of the board of directors of the child enterprise, and the two sub -enterprises of the two boards of directors have achieved their due diligence and external directors. Innovate the "Rules of Executive Directors of Subsidies", clarify the responsibilities, authority, and working procedures of executive directors, and subdivide the power of executive directors into 5 categories of organizational review, the right to decide, supervise evaluation, executive report, shareholder authorization, and other other categories. According to the type of power category, set up differentiated duties to ensure that the executive directors perform their duties in accordance with the law, improve the efficiency of decision -making implementation, and improve the synergy of the governance of parent and subsidiaries.

Improve the level of controlling companies

Strengthen the management of directors and supervisors of shares to perform their duties, and formulate the "Administrative Measures for the Division of Directors and Supervisors of the Supervisors and Supervisors of Stock Participants" to achieve the shares of the company's participating companies and supervisors. Establish a proposal review procedure, and appointed directors and supervisors to propose the intention of the shareholders' meeting, the board of directors, and the supervisory meeting of the company. Organize the "Three Meetings" online review 40 times, more than 170 proposals, and 7 objections. Establish a report mechanism to send directors and supervisors to report personal performance every six months and the management of enterprises; in real time, in real time, in response to matters that may affect the major interests of the enterprise. Establish a performance evaluation mechanism, and adopt written evaluation, telephone, field return visits and other methods to urge the dispatched directors and supervisors to perform their duties.

Editor -in -chief 丨 Li Yuan, Shen Su

Editor -in -chief 丨 Zhang Zhichao, Zhang Qian, Cui Jia (ten innings)

Content source 丨 The Office of the Board of Directors of the joint -stock company, the Department of Planning Development, China Railway 10 Bureau

China China Railway Finance Media Center

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