(two) adhere to the "three major issues" principle of collective decision-making. 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. Decision-making bodies such as party committees (party groups), boards of directors and managers without boards of directors of state-owned enterprises should collectively discuss and decide on "three majors and one big one" in accordance with their respective functions and powers and rules of procedure to prevent individuals or a few people from acting arbitrarily. We must persist in being pragmatic and efficient to 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, internal party regulations and relevant policies to ensure that decisions are legal and compliant.
Second, the main scope of the "triple one big" problem
(3) Major decision-making matters refer to major measures taken by enterprises to implement the line, principles, policies, laws and regulations of the Party and the state, and important decisions made by superiors in accordance with the Company Law of People's Republic of China (PRC), the Law of the People's Republic of China on Industrial Enterprises, the Law of People's Republic of China (PRC) on State-owned Assets, the Law of People's Republic of China (PRC) Commercial Bank, the Securities Law of People's Republic of China (PRC) and the Securities Law of People's Republic of China (PRC). Major decision-making of enterprise development strategy, bankruptcy, restructuring, merger and reorganization, asset adjustment, property right transfer, foreign investment, interest distribution and institutional adjustment, enterprise party building, security and stability and other major decision-making matters.
(4) Important personnel appointment and dismissal matters refer to the post adjustment matters of the leaders and other management personnel directly managed by the enterprise. It mainly includes the appointment, removal, appointment and dismissal of middle-level managers and members of the leading bodies of subordinate enterprises and units, the determination of backup candidates, the appointment of shareholder representatives to holding and shareholding enterprises, the recommendation of members of the board of directors, the board of supervisors, managers and financial officers, and other important personnel appointment and dismissal matters.
(5) Major project arrangement refers 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 conditions. It mainly includes the annual investment plan, financing and guarantee projects, financial derivatives such as options and futures, introduction of important equipment and technology, procurement of bulk materials and services, major construction projects and other major project arrangements.
(6) Large-sum capital operation refers to the transfer and use of funds beyond 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-sum funds in the annual budget, the mobilization and use of extra-budgetary funds, large-sum donations and sponsorships to foreign countries and other large-sum fund operation matters.
Third, the "big three" decision-making basic procedures
(seven) before the "three major issues" are submitted to the collective decision of the meeting, they should be carefully investigated and studied, and the opinions of all parties should be fully absorbed through the necessary investigation and demonstration procedures. 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 enterprise trade unions, and listen to the opinions and suggestions of employees through employee congresses or other forms.
(eight) decision-making matters should be informed to all decision makers in advance, and provide relevant materials for all decision makers. If necessary, you can listen to feedback in advance.
(nine) the party committee (party group), the board of directors and the management team without the board of directors make collective decisions on the "three majors and one big" issues within their functions and powers in the form of meetings. Decisions shall not be made in the form of personal opinions. 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 the board of directors in time afterwards; The temporary decision-maker is responsible for making decisions, 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 procedures afterwards. Authorized by the board of directors, if the management team makes the decision of "three majors and one big one", it shall be implemented in accordance with this opinion.
(ten) the decision-making meeting can only be held when the number meets the requirements. Participants should fully discuss and express their opinions respectively, and the main person in charge will make a concluding speech at last. When the meeting decides on a number of matters, it shall study and decide one by one. If there are serious differences, the decision should generally be postponed.
(eleven) the matters decided by the meeting, the process, the participants and their opinions and conclusions shall be recorded in a complete and detailed manner and filed for future reference.
(twelve) after the decision is made, the enterprise shall promptly report the relevant decision to the institution that performs the duties of the investor of state-owned assets; The person in charge of the enterprise should organize the implementation according to the division of labor, and clarify 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 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 content, and the decision-making procedure should be re-performed according to regulations.
(thirteen) the board of directors and the management team without the board of directors should communicate with the party Committee (party group) in advance and listen to the opinions of the party Committee (party group) when studying the "three majors and one big" problem. Members of the Party Committee (Party Group) who join the board of directors and the management team without the board of directors shall implement the opinions or decisions of the Party organizations. Party organizations in enterprises should unite and lead all party member and the broad masses of workers to promote the implementation of decision-making, and put forward opinions in a timely manner on situations that do not conform to the principles, policies, laws and regulations of the party and the state and are divorced from reality. If it is not corrected, it should be reported to the superior.
(fourteen) the establishment of a "three big" decision avoidance system; Establish a decision-making evaluation and post-evaluation system, and gradually improve the decision-making error correction mechanism and accountability system.
Four, organize the implementation and supervision and inspection
(15) The party secretary, chairman and general manager (president) of state-owned enterprises without a board of directors are the main responsible persons for implementing this opinion.
(sixteen) state-owned enterprises shall formulate specific implementation measures according to this opinion, and report to the institutions that perform the duties of state-owned assets investors for examination and approval. When formulating or approving the articles of association of state-owned enterprises, institutions that perform the duties of investors of state-owned assets shall clarify the relevant requirements according to this opinion.
(seventeen) institutions that perform the duties of state-owned assets investors shall 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 approved, the implementation shall be supervised after approval.
(eighteen) the discipline inspection and supervision organs should supervise and guide the discipline inspection and supervision institutions that perform the duties of state-owned assets investors, and earnestly strengthen the supervision and inspection of the state-owned enterprises under their jurisdiction to implement the "three majors and one big" decision-making system.
(19) The discipline inspection and supervision institutions of state-owned enterprises shall supervise, inspect and evaluate the implementation of the "three majors and one big" decision-making system by the leaders of state-owned enterprises in accordance with the provisions of "Several Provisions on the Integrity of Leaders of State-owned Enterprises" and combined with the annual assessment, and report to the party organizations of enterprises and the discipline inspection and supervision institutions at higher levels.
(twenty) to take the implementation of the "triple one big" decision-making system as an important part of the inspection and assessment of the responsibility system for building a clean and honest government, and as a key issue in 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 an appropriate scope except for matters that should be kept confidential according to national laws, regulations and relevant policies.
(21) Organizations and personnel departments, institutions and audit institutions that perform the responsibilities of investors in state-owned assets shall regard the implementation of the "three majors and one big" decision-making system as an important part of the inspection and assessment of enterprise leaders and an important basis for the audit evaluation of the performance of economic responsibilities.
(22) The 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 the Integrity of Leaders of State-owned Enterprises" and relevant laws and regulations, and the illegitimate economic benefits obtained in violation of regulations shall be ordered to be retired; If economic losses are caused to state-owned enterprises, they shall be liable for economic compensation.
(twenty-three) this opinion applies to state-owned and state-controlled enterprises (including state-owned and state-controlled financial institutions).