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This article is about words and takes minutes to read.
In the construction of the corporate governance system, a key aspect of the reform of state-owned enterprises, there are clear provisions on the authority of the "basic management system":
- The Company Law clearly stipulates that the manager is responsible for "formulating the company's basic management system" and "formulating the company's specific regulations", and the board of directors is responsible for "formulating the company's basic management system";
-- The model list of pre-research items of the Party committee of state-owned enterprises clearly requires that "the formulation and revision of the basic management system" belongs to the pre-research and discussion items of the Party committee, and belongs to the category of three major matters;
-- The model rules of procedure of the board of directors of state-owned enterprises also clearly require that "the formulation of the company's basic management system" is one of the important contents of the board of directors' exercise of its powers.
It can be seen that the authority and procedures for the management of the basic management system are very clear in terms of policy requirements: the managers draft and draft, the party committee pre-research and discussion, and the board of directors makes decisions.
△图/Bethany Add
However, in practice, the problem is that which systems should belong to the "basic management system" is in an embarrassing situation of lack of clear standards - there is no clear standard for the scope of the basic system, and there is a lack of models and lists for the scope of the basic system, and the boundaries of the basic system actually directly affect the boundaries of what managers can make decisions. Therefore, many state-owned enterprises often go to two extremes in their specific operations:
Either for the sake of prudence, almost all systems are included in the scope of the pre-study and discussion of the party committee, which greatly increases the workload of the party committee and the board of directors;
Either only a few are included in the basic system, leaving loopholes and risks in the company's internal control system.
Therefore, objectively and relatively accurately giving the scope boundaries of the basic system is a key small matter for state-owned enterprises that seems to be small, but in fact has a great impact. In this article, we summarize our past experience and refine the concept and scope of the basic system for the reference of state-owned enterprises.
Conceptual analysis of the basic system
The difference between the basic system and the general system lies in two points.
The first point is principle, the matters stipulated in the basic system are the most basic skeleton of the company's management system, just like the status of the constitution in the legal system. Generally speaking, these systems are long-term, mandatory, and bottom-line.
The second point is materiality, the areas involved in the basic system are major events in the company's management functions, which are generally of an overall nature, involving the company's survival and key risk points.
In contrast to the above two points, the general system tends to target individual areas of the company's management, short-term or temporary management measures, and has little impact on the company when violated.
The scope of the basic system is enumerated
Based on two points in the concept of basic regimes, we can list the areas that basic regimes should generally cover:
The first category is the mandatory requirements of laws and regulations and competent and regulatory authorities, especially the systems involved in the various guidelines and rules issued by the China Securities Regulatory Commission and the stock exchange, including:
1. Articles of Association;
2. Various rules of procedure and working systems of the corporate governance layer, such as the rules of procedure of the shareholders' meeting, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the rules of procedure of the special committees of the board of directors, the working rules of the chairman, the working rules of the general manager, the working system of independent directors, the working system of the secretary of the board of directors, etc.;
3. Supervisors and regulators have mandatory requirements for risk control and normative management, such as material information disclosure, internal audit system, compliance management guidelines, external guarantee management, major investment management, etc., and for listed companies, investor relations management, raised funds management, directors, supervisors and senior executives holding and trading of the company's stock management, related party transaction management, financial assistance management, etc.;
4. Various systems required by the SASAC for the reform of the corporate governance mechanism in the reform of state-owned enterprises, such as the relevant systems of party building, the rules of procedure of the party committee, the three-fold and one-big decision-making system and the list of matters, the list of major business management matters and the negative list of pre-research and discussion, the list of rights and responsibilities of each governance entity or the list of rights and responsibilities, the work report system of the board of directors, the work report system of the general manager, the management system and the list of authorization of the board of directors, etc.;
5. SASAC's important deployment and policy requirements for the reform of state-owned enterprises, such as total salary management, managerial contract and tenure management, salary management and performance appraisal management of managers and directors, overall budget management of the company, employee compensation and welfare management, etc.;
The second type is the management system that makes comprehensive and systematic provisions for the overall and basic management relationships involving corporate governance structure, business decision-making, personnel compensation, financial management, risk management and control, etc., especially the implementation of the leadership core role of the Party committee in setting the direction, managing the overall situation, and promoting the implementation, and the relevant systems for implementing the strategic decision-making authority of the board of directors, including:
6. Company strategy, planning and management related systems, such as strategic management, annual plan, annual budget, medium and long-term planning, industrial adjustment, restructuring and integration, etc.;
7. Management systems or systems related to corporate risk, internal control, compliance, and audit supervision;
8. The company's investment management system, such as equity investment, infrastructure investment, investment project approval, post-investment management, etc.;
9. The company's asset management system, such as fixed assets, intangible assets, financial assets, asset disposal, asset inventory, asset scrapping and write-off, asset purchase, asset trading, asset allocation, etc.;
10. The company's safety, environmental protection, health, social responsibility and other systems;
11. The company's financial management and capital management system mainly involve large related systems, rather than detailed rules for some specific matters;
12. The operation and management system involving the company's main value chain, including operation management, plan management, R&D, procurement, production, logistics and warehousing, service, marketing or market management, etc.;
13. The main management system involving the company's basic support functions, including human resources, quality management, informatization, etc.
Among them, the 11th, 12th, and 13th types of systems are more likely to cause confusion, and in actual operation, attention should be paid to only involving the top-level large system or the functional policy and basic system of this type, and not involving various specific operational methods and rules. In other words, if a company's system can be divided into five layers, such as "articles of association, rules", "management system/regulations", "management measures", "management rules", and "manuals (guidelines/guidelines)", generally only the first two categories of the three types of systems in 11, 12, and 13 can be divided into basic management systems.
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Author/Editor: Heyeehrm
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