At present, the construction contracts for the main parts of large and extra-large hydropower projects in China are basically won by the joint ventures of major hydropower construction enterprises in China. These joint ventures are usually managed in a close joint venture mode (for example, the right bank project management department of Three Gorges 378, Longtan 1478 joint venture, Xiaowange 78 joint venture, etc.). ), the close joint venture has become the most active subject in the current hydropower project contracting market. Only within the framework of the joint venture articles of association, this paper makes some thoughts on the specific management of materials, equipment, employees, subcontracting and finance.
1 Concept and advantages of compact joint venture
1. 1 The concept of compact joint venture is a performance industry activity unit established according to the model of first-level external, first-level accounting and second-level management. Specifically, the first-level external means that the joint venture is responsible for the external affairs related to the performance of the contract, such as the owner, supervision, etc. First-class accounting refers to the establishment of accounting system only at the level of joint venture; Secondary management means that a joint venture is divided into two management levels: the joint venture and the operation layer, and the joint venture directly manages the operation layer and subcontractors.
1.2 Advantages of a compact joint venture
1.2. 1 is conducive to giving full play to the advantages of all parties to the joint venture. Each party to the joint venture has its own advantages and disadvantages. Hydropower projects require high construction technology and management level, especially with the application of new technologies, new materials and new equipment, the construction is becoming more and more specialized, and the scientific and technological content in the construction will be higher and higher. Only close joint ventures can give full play to their respective advantages.
1.2.2 is conducive to stopping vicious competition and meeting the challenge of WTO entry. Since the oo era of the last century, the competition in China's hydropower project contracting market has become increasingly fierce, and the overall economic benefits of the industry have been declining. At the same time, with the approaching date of national treatment for international contractors, it will definitely have an impact on China's hydropower construction market. Joint venture bidding is an effective means to stop the current vicious competition and meet the future challenges.
1.2.3 is conducive to increasing the sense of identity of employers. The employer always hopes to reduce the risks that may be encountered in engineering construction, and there are more subjects capable of taking responsibility, which is convenient for timely execution of the instructions of the employer and the supervisor, and the performance will be more guaranteed. The joint venture just meets the needs of employers and greatly increases their sense of identity with contractors.
1.2.4 is conducive to saving management expenses and improving performance efficiency. Because there is no intermediate management in the working area of the close joint venture, the expenditure of management expenses is greatly saved, the role of the staff of the joint venture project management department can be fully brought into play, and the instructions of the joint venture employer, supervisor and decision-making layer can be directly communicated to the management layer in time, thus improving the performance efficiency in an all-round way.
2 articles of association of close joint venture
2. 1 General clauses The main contents of the general clauses shall include: joint venture purpose, members and their shares, name, nature and mode of operation, accounting and settlement methods, registered capital and its proportional distribution.
2.2 The organizational structure is T-shaped, and the board of directors is the highest authority and decision-making body of the joint venture company, leading and supervising the specific work of the project management department. The board of directors shall be composed of members of the joint venture according to the corresponding shares. The responsibilities of the board of directors specifically include: formulating or amending the articles of association of the joint venture; To appoint, dismiss and examine the general manager, deputy general manager, chief engineer and chairman of the board of supervisors, and decide their rights and responsibilities; Review the business plan of the joint venture; To formulate the annual financial statements of the joint venture; To formulate the profit distribution plan and loss compensation plan of the joint venture; To examine and approve the annual working capital plan and relevant major lending matters; To decide on the management measures of the joint venture company on employee management, equipment depreciation and expense refund; Listen to and consider the work report of the general manager; Review and approve the report of the board of supervisors or supervisors; To examine and approve the annual final accounts report of the chief accountant; Announce the dissolution of the joint venture company; Other important matters that need to be decided by the board of directors. The board of directors shall be convened and presided over by the chairman; When the chairman is unable to perform his duties due to special reasons, he shall be convened and presided over by the designated vice chairman or other directors; The board of directors shall vote on the principle that the minority is subordinate to the majority. The general manager is responsible for the construction period, technology, quality, cost, safety and civilized construction of all contract projects of this project. Responsibilities: Implement the decisions of the board of directors; Exercise the power of the general manager within the scope authorized by the board of directors; Contact with the owner, supervisor and other parties on behalf of the joint venture company; Responsible for the implementation of the winning project according to the contract requirements and exercise the unified management right of the project; Preside over and lead the daily work of the project management department; In the process of performing their duties, they have the right to take emergency measures under special critical circumstances (but report to the board of directors in time afterwards); Pay various fees to the parties to the joint venture according to the fee standards approved by the board of directors; Organize the formulation and implementation of various management measures of the project; Manage the construction period, technology, quality, cost, safety and civilized construction by objectives. The Board of Supervisors is the permanent supervisory organ of the joint venture, which performs the functions of internal supervision and inspection. The board of supervisors shall have a chairman and several supervisors according to 1, generally consisting of 1 to 3 persons. The board of supervisors is responsible to the board of directors and reports on its work.
2.3 Other liabilities for breach of contract: any party to the joint venture fails to perform its obligations in accordance with the articles of association and management system of the joint venture, which affects the performance of the project and causes losses; Or fails to perform the agreed responsibilities, and fails to correct or perform the responsibilities within the specified date after receiving the written notice from the project management department, it is regarded as a breach of contract and bears the liability for breach of contract. The breaching party shall compensate the other party of the joint venture for the losses caused by the breach of contract. Provisions on the date of establishment and dissolution of joint ventures.
3 Joint venture operation management
3. 1 basic principles the joint venture company shall implement the general manager responsibility system under the leadership of the board of directors. The project team headed by the general manager shall exercise unified leadership over the performance projects in accordance with the principles set out in the articles of association of the joint venture company and be responsible to the board of directors; All kinds of resources needed for the performance (including manpower, equipment, materials and funds, etc.). ) by the project management department unified distribution and dynamic management.
3.2 Material management Material management is divided into material procurement management, material storage and use management.
3.2. 1 Material procurement management Material cost (including accessories) is the most important part of construction cost, and material procurement (especially the three main materials) is an important way to control costs and increase benefits. The bulk materials of the joint venture shall be subject to public bidding, and the evaluation results shall be approved by the board of directors. Specific procurement activities should have an internal control system to avoid excessive concentration of power, and all parties to the joint venture should supervise each other.
3.2.2 Management of Material Storage and Use The management of material storage and use is as follows: First, establish a material accounting system. Formulate specific accounting methods for picking, picking, returning materials and internal allocation between different accounting entities, in which the material consumption of the operation layer should be contracted or shared according to the material consumption adjusted by the project management department according to the bidding price and actual construction situation. The second is to standardize the use of materials. Establish strict construction technology specifications and site material management system, which must be observed in the construction process. Third, strict material quality control. Establish a material quality control system according to the contract requirements, and resolutely put an end to unqualified materials flowing to the construction site.
3.3 Equipment management Equipment management is divided into investment management, procurement management, use management and exit management.
3.3. 1 Equipment input management equipment is an important guarantee for performance. According to the equipment configuration plan promised in the bid, combined with the construction organization design and annual construction plan approved by the supervisor, and fully considering the variables in the construction process, the project manager department puts forward the overall equipment demand plan and annual plan, which will be implemented after being approved by the board of directors. Each joint venture invests in equipment as a resource investor (generally based on the original value of the equipment, generally in line with the shareholding ratio). According to the plan approved by the board of directors, combined with the actual progress of the project construction, the project manager puts forward the equipment entry list and work arrangement plan to the joint venture company in some stages. For the equipment that some affiliated companies fail to fully invest, other affiliated companies can make up for it and increase the proportion owed to investors in future equipment investment; When other joint ventures cannot make up for it and other channels are difficult to solve, the joint venture with insufficient capital shall purchase the investor.
3.3.2 Equipment Procurement Management Project Management Department strictly regulates the equipment procurement right within the scope authorized by the board of directors, and determines the corresponding decision-making subject according to the equipment value. No department or employee may purchase equipment beyond his authority.
3.33 Equipment Use Management Project Management Department shall formulate specific equipment use rules and strict operation specifications for some large-scale, professional and high-value construction equipment, which shall be supervised by the corresponding departments in the construction process. The equipment shall be uniformly insured by the joint venture company. The joint venture company shall bear the part that the insurance company fails to pay for the major mechanical accident within the insurance scope during the use of the equipment; The losses caused by accidents other than insurance shall be borne by the corresponding responsible subjects.
3.3.4 Management of Equipment Entry and Exit Each joint venture company must organize the equipment entry in time according to the equipment plan approved by the board of directors, and the equipment exit shall be carried out according to the requirements of the project management department. The determination of equipment entry and exit costs is not affected by the actual transportation distance.
3.4 The leadership team of the employee management project manager shall be recommended by the parties to the joint venture through consultation and appointed by the board of directors. Other employees required to perform the contract are mainly invested by the parties to the joint venture. The project management department shall ensure that the number of employees other than the joint venture company does not exceed a certain proportion (external employees do not include employees invested by other units through subcontracting and equipment leasing). Staff and salary management measures formulated by the project management department shall be submitted to the board of directors for approval. In terms of employee employment, the project manager department will put forward specific plans including the demand quantity, selection conditions, entry time and employment period of various types of jobs and managers in a certain period according to the actual situation of project progress, and make overall distribution among the parties to the joint venture according to the proportion of shares. After the project management department decides the plan, it shall notify the parties to the joint venture to send laborers to the site as required by the plan. In actual construction, if the use plan changes, the project manager department is responsible for timely notifying the relevant joint venture. All labor services can only be hired after passing the test. All parties to the joint venture must unconditionally accept the returned unqualified labor services and bear the corresponding expenses. According to the actual needs in the construction, the project management department shall, in principle, be integrated into the corresponding team or ZuoYeDui according to the overall staffing. Specify the captain and crew randomly entered. In principle, it should be the matching of the original machine and the unit. However, the project management department can randomly allocate employees in the same type of equipment or arrange other jobs suitable for them when necessary.
3.5 Subcontract Management Project Management Department should make full use of some risks in the subcontract transfer master contract, and ensure that such transfer will not induce engineering quality and safety accidents. Subcontracting mainly uses the advantages of subcontractors to perform contracts (such as subcontractors' rich professional construction experience and low human resource prices), and subcontracting management is an important part of contract management. In the bidding stage, the project management department shall formulate specific management measures and annual subcontracting plan for subcontracted projects and submit them to the board of directors for approval. In actual implementation, we should actively accept the supervision of the board of supervisors. The management method should clearly adhere to the principle of open bidding and fair and just selection of subcontractors, and require the subcontractors participating in the bidding to have complete and effective licenses, and their performance can meet the needs of subcontracted projects and their ability to perform the contract. All subcontracts shall be approved by the owner and the supervisor. All parties to the joint venture may participate in the subcontracting of the joint venture, and priority shall be given to the subcontracting team of the joint venture under the same conditions. In the process of subcontracting, the project intends to manage the subcontractors in a unified way, monitor the process, and regularly assess the time limit for a project, technology, quality, safety and civilized construction. If the above subcontracting behavior is unqualified, it shall be decided whether to rectify within a time limit or terminate the subcontracting immediately according to the specific circumstances, so as to ensure that the objectives in the subcontracting contract can be achieved. After the subcontractor's subcontracting project is completed, the joint venture shall evaluate the subcontracting effect. The subcontractor with good effect will be given priority in the subsequent subcontracting.
3.6 Financial Management Financial management includes fund management, cost management and financial final accounts.
3.6. 1 Fund management includes the source of funds, the use of funds and the supervision of joint venture operation. The sources of funds are mainly the funds invested by the parties to the joint venture in proportion, the funds borrowed from the joint venture, the project settlement funds, the loan from the employer and the project advance payment. The source management of joint venture funds should choose funds according to the use cost, and try to ensure that the project funds can be recovered in time; The management cost part should realize comprehensive rigid budget management; Major loans and capital expenditures must be supervised by the board of supervisors, and plans must be submitted to the board of directors before they can be carried out.
3.6.2 As the cost control center, the cost management project management department conducts comprehensive evaluation and unit price balance based on the construction cost in the contract, and takes the adjusted feasible price as the actual construction cost control standard and the control standard value. The project management department shall formulate specific contracting (or "responsibility") management measures, and implement the specific control indicators in the assessment to every operation team and employee at the grass-roots level. In addition to material management, the project management department should also pay attention to: first, improve the feasible original record system of statistics and accounting. The second is the combination of cost control and contract management. Each grass-roots accounting unit fills in the construction daily report according to the construction situation of the working face in charge, and generates a large database of claims and cost accounting through accumulation, providing the most important original basis for the contract management department and the cost control department.
3.6.3 Financial Final Accounts Project Management Department is responsible for formulating specific financial management measures and final accounts system suitable for this project, and preparing quarterly and annual financial accounting reports (including balance sheet, income statement, cash flow statement, financial statements and other relevant accounting materials). Quarterly accounting statements shall be submitted to the parties to the joint venture, and the annual accounting report shall be published after examination and approval by the board of directors. In principle, the assets, liabilities, owners' equity, profits and losses of a joint venture in each accounting year shall be included in the financial accounts of the parties to the joint venture in proportion to the shares. According to the total profit and loss, the final accounts of the project share profits or bear losses according to shares. All accounting activities of the Project Management Department must follow the Accounting Law of People's Republic of China (PRC), the Accounting System for Enterprises and other relevant rules and regulations.
3.7 Other management modes of other well-managed joint ventures, such as construction technology, construction quality, construction safety, civilized construction, contract management, claim management, scientific and technological innovation, defect elimination, completion settlement management, etc., are not obviously different from other types of project management modes, and will not be discussed in this paper.
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