National Development and Investment Group Co., Ltd. (hereinafter referred to as SDIC) vigorously promotes the construction of the equity director system, and makes great efforts to improve the system, build a good team and strengthen support, and strive to promote the board of directors of subsidiaries to play a good role in business decision-making and realize the high-quality development of enterprises.
Strengthening top-level design and consolidating the foundation of equity director system
Clarify the reform ideas. Based on the requirements of perfecting the modern enterprise system with China characteristics, combined with the actual management and control of state-owned capital investment companies, this paper explores the overall thinking and implementation path of the "11133" equity director system reform. That is to build a perfect management system of equity directors, build a team of full-time and part-time equity directors with good professional quality, strong decision-making ability and high comprehensive quality, establish a coordinated, professional and efficient support and guarantee mechanism for equity directors to perform their duties, promote the transformation of equity directors to specialization, professionalism and marketization, and be a good proponent of decision-making suggestions, a transmitter of major shareholders’ intentions and a promoter of enterprise development.
Improve the institutional system. According to the structure of "basic system+special system+work guidelines", a management system of equity directors is formed, which takes the Interim Measures for the Management of Equity Directors as the basic specification, the Interim Measures for the Management of Proposals and the Detailed Rules for the Work of Equity Directors as the procedural specification, and takes the Legal Guidelines for Performing Duties, the Compilation of Laws and Regulations for Performing Duties, the List of Legal Rights and Obligations and the Guidelines for Performing Duties as the operational guidance, so as to realize the selection and performance of personnel.
Pay close attention to system implementation. Establish a closed-loop mechanism of "evaluation-feedback-rectification" to ensure the implementation of the system. From the group headquarters, equity directors, subsidiaries and other three dimensions, the evaluation factor tables are compiled respectively. Through consulting the ledger, interviewing one by one, questionnaire survey, discussion and exchange, etc., the implementation of the relevant system of equity directors management in subsidiaries is evaluated regularly, so as to fully understand the performance guarantee of equity directors in subsidiaries, find out the existing problems, and ensure the implementation of the system in place and continuously improve the service level of equity directors’ performance guarantee through feedback notification and supervision and rectification.
Focus on perfecting the mechanism and strengthening the construction of the team of equity directors
Continuously optimize the structure. Adhere to the selection of the best, in accordance with the principles of matching the best, penetrating the post, matching people and posts, being active and steady, based on the functional orientation and business characteristics of state-owned capital investment companies, adhere to the coexistence of full-time and part-time jobs, and gradually form a pattern of full-time as the mainstay and part-time as the supplement. Appropriately increase the number of young, high-quality and compound full-time equity directors, enrich the team of full-time equity directors, reverse the traditional impression that full-time equity directors are old and second-line, and promote the full play of full-time equity directors. Up to now, there are 43 equity directors in the headquarters, including 12 full-time equity directors and 31 part-time equity directors, who are generally transferred from the director-level leaders of the headquarters department or the chairman and general manager of subsidiaries. The average age of full-time equity directors is 54, and the youngest is 45.
Insist on selecting the best and matching the strong. According to the board structure of subsidiaries and the allocation of directors’ seats, and in combination with the actual situation of subsidiaries, the "Selection Scheme for Full-time Equity Directors of the Company in 2021-2022" was formulated to clarify the requirements for the allocation of equity directors. According to their biographical background, equity directors are divided into two categories: business management and professional management. The business management category refers to those who are familiar with and have experience in enterprise operation, while the professional management category mainly refers to those who have experience in strategic investment, operation management, financial auditing, risk compliance and other fields (such as manpower, the party and the masses). On the basis of clarifying the allocation principle of "at least one full-time equity director for each subsidiary", the reform, development and business management needs of subsidiaries are comprehensively considered. In order to give full play to the supporting and empowering role of the headquarters of state-owned capital investment companies, investment enterprises that have strategic support or significant profit contribution to the development of the group are managed as important investment enterprises, and "list management" and dynamic adjustment are implemented. On the premise that the relationship between enterprise equity and management remains unchanged, the headquarters appoints not less than one-third of the directors.
Innovative performance training. In order to improve the performance ability of equity directors, this paper systematically sorts out the eight key qualities that equity directors should possess, and constructs a general competency model composed of four key qualities: cooperative communication, compliance and responsibility, analysis and judgment, and strategic decision-making, and a professional competency model composed of four key qualities: financial analysis, risk control, investment ability and supervision. On this basis, we should adhere to both "going out" and "bringing in", pay equal attention to professional knowledge and practical experience, and synchronize market practices and management requirements, and innovatively design a training course system for improving the performance ability of equity directors, which consists of two modules: theoretical study and performance practice. Theoretical learning modules include professional courses such as strategic development, financial management, risk control, investment merger and acquisition, personnel management, and governance control courses such as corporate governance and state-owned enterprise reform; The practice module of duty performance includes special learning courses such as industry frontier and company system, and experience exchange courses such as directors’ duty performance. Set up a discussion and exchange platform "Directors’ Exchange" for equity directors, organize "face-to-face" discussion and "close communication" between equity directors and outstanding peers outside the group, such as Central Huijin Company, by means of irregular seminars, theme training and internal and external exchanges, and exchange professional experience closely around practical issues, so as to achieve the expected effect of learning from experience, broadening horizons and inspiring ideas, and effectively improve the performance ability of equity directors.
Strengthen the performance of duties. On the basis of clarifying the rights and responsibilities of equity directors, we will explore the "2+2+1" working mechanism that runs through the decision-making process to further standardize the rights and responsibilities of equity directors. Establish two mechanisms: communication and coordination between the leaders before decision-making and regular meetings of equity directors, with full-time equity directors as the leaders to do internal communication, and organize equity directors to understand the company’s requirements, exchange their performance experiences and study major issues through regular meetings. Improve the two mechanisms of full-time equity directors’ participation and investigation in decision-making, clarify the requirements of participation scope, quantity and quality of investigation reports, and promote full-time equity directors to understand the enterprise situation in a timely and in-depth manner. Improve the reporting mechanism after decision-making, clarify the submission process and specific requirements of special reports, research reports, research reports and debriefing reports, smooth reporting channels, and protect the company’s right to know.
Strengthen incentives and constraints. Improve the assessment indicators of full-time equity directors, refine the performance tasks of full-time equity directors into assessment contents, expand the assessment subjects, optimize the assessment weights, and highlight performance orientation. The assessment subjects include the relevant leaders of the party group (with a weight of 20%), the centralized management department of equity directors (with a weight of 15%), the human resources department and other five related departments (with a weight of 15%), the board members of the subsidiaries (with a weight of 30%), the members of the board of supervisors (with a weight of 10%) and the members of the management team (with a weight of 10%). Adhere to tolerance and correction at the same time, set up a fault-tolerant mechanism, clarify the circumstances of lighter, mitigated or exempted treatment while strictly investigating the responsibility, and create a good environment for equity directors to actively perform their duties.
Highlight system linkage and strengthen the performance guarantee of equity directors
Standardize the management of bills. Prepare the reference list and proposal document template for consideration by the board of directors of subsidiary enterprises, and promote the standardization of proposal management of subsidiary enterprises. Through the pilot of state-owned capital investment companies, we will vigorously promote the classification and authorization of "one enterprise and one policy" and clarify the boundaries of powers and responsibilities between parent and subsidiary companies. On this basis, further standardize the motion management process of the board of directors of subsidiaries. Divide the motions of the board of directors of subsidiaries into major issues and general issues. For major issues (that is, the matters involved in the motions need to be reported to the headquarters for decision-making), embed full-time equity directors into the company’s OA approval process. While ensuring the company’s decision-making power on major issues, the full-time equity directors are guaranteed to express their independent opinions in the company’s approval process, and the full-time equity directors are fully mobilized to perform their duties. The full-time equity directors participate in the voting according to the final decision of the headquarters. For the general matters proposal (that is, the matters involved in the proposal authorize the subsidiary enterprises to make decisions), the professional role of full-time equity directors should be given full play, and they should make decisions independently and be responsible for themselves, thus shortening the decision-making chain and improving the decision-making efficiency.
Strengthen support and guarantee. To achieve "three clarifications", that is, to clarify the responsibilities of the relevant functional departments of the company to provide professional support, to provide a path for equity directors to seek professional support, and to carry out timely publicity training for important systems or major special actions that need to be implemented by equity directors in performing their duties; Clarify the scope, requirements and specific processes of information sharing between companies and subsidiaries to equity directors, and share information on the operation and management of subsidiaries with equity directors through e-mail and opening information system accounts, so as to fully protect equity directors’ right to know; It is clear that the subsidiaries submit the important meeting plan of this year to the equity directors in the first quarter of each year, assist the full-time equity directors to formulate the annual research plan, designate special departments and personnel to provide service guarantee for the equity directors to perform their duties, timely implement the work requirements put forward by the equity directors, and do a thorough, detailed and practical job of supporting and ensuring the performance of the equity directors.
Facilitate the performance of duties. The information system for the management of equity directors is developed, which includes six modules: duty management, training management, investigation management, report management, board attendance management and professional support. It comprehensively covers management services such as duty performance, attendance, training, investigation, reports, proposals and professional support of equity directors, and realizes timely updating of duty performance information, checking duty performance data at any time and online handling of duty performance matters, thus promoting the information management of the whole process of duty performance of equity directors. In order to make it easier for equity directors, especially newly-appointed equity directors, to quickly understand and master the management requirements of the company and enter the state of performing their duties as soon as possible, the Guide for Equity Directors’ Performance of Duties was compiled, and at the same time, the relevant system documents and auxiliary materials for equity directors’ performance of duties were summarized and formed, making it convenient for equity directors to refer to and use at any time, realizing "one box in hand and performing their duties without worry", which greatly facilitated the effective work of equity directors.
[Editor: Wang Zhanchao]