Each province、Autonomous Region、The People's Government of the Municipal Government，All ministries and commissions of the State Council、Direct institutions:

    improving the governance structure of state -owned enterprise legal person is comprehensively promoting the rule of law、Internal requirements for modernization of the national governance system and governance capabilities，Is an important task for the reform of the new round of state -owned enterprises。Current，Most state -owned enterprises have initially established a modern enterprise system，But from the perspective of practice，The modern enterprise system is still imperfect，Some companies have not yet formed effective legal person governance structures，Power and responsibility、Not enough constraints、Lack of balances and other issues is more prominent，Some boards are in the same way，Failure to play its role。According to the "Guiding Opinions of the Central Committee of the Communist Party of China and the State Council of the State Council of the Communist Party of China on Deepening the Reform of State -owned Enterprises" and other documents，To improve the governance structure of state -owned enterprises，Improve the modern enterprise system of state -owned enterprises，Agree with the State Council，The following opinions are now put forward:

    1. Overall requirements

    (1) Guidance thought.

    Comprehensively implement the 18th National Congress of the Communist Party of China and the Third Middle School of the 18th Session、Fourth Middle School、5 Middle School、The Spirit of the Sixth Plenary Session，In -depth implementation of the spirit of General Secretary Xi Jinping's series of important speeches and new ideas and new ideas for governing the country，Careful implementation of the Party Central Committee、Decision and deployment of the State Council，Coordinated the overall layout and coordination of the "Five In one" strategic layout，Firmly establish and implement innovation、Coordination、Green、Open、Share development concept，Starting from the actual situation of state -owned enterprises，To establish a sound property right、Determination of power and responsibility、Separation of government and enterprises、The modern enterprise system of management science is direction，Actively adapt to the new situation and requirements of the reform of state -owned enterprises，Adhere to the party's leadership、Strengthen the party's construction，Classification according to function，Regulates rights and responsibilities in accordance with the law，Classification according to function，Grasp the key points，Further improve each other's duties、Each responsibility、Coordinated operation、Effective checks and balanced state -owned enterprise legal person governance structure。

    (2) Basic principles.

    1. Adhere to deepening reform。Respect the position of the company's market entity，Following the laws of market economy and corporate development laws，Focusing on standardized decision -making mechanisms and improving the checks and balance mechanisms，Persevere in the incentive mechanism and constraint mechanism，The principle of efficiency and fairness principle of reflection，Fully mobilize entrepreneurial enthusiasm，Improve the marketization of the enterprise、Modernization operation level。

    2. Adhere to the party's leadership。Implement the strategic deployment of comprehensive and strict party governance，Unifying the party's leadership and improving corporate governance，Clarify the statutory status of state -owned enterprise party organizations in the legal person governance structure，Give full play to the core and political core of the party organization of state -owned enterprises，Guarantee the direction of the party organization、Pipeline、Key implementation。Adhere to the principles of party management cadres and the board of directors to choose operating managers、Combination of human rights in operators in accordance with the law，Actively explore effective implementation forms，Improve the anti -corruption system。

    3. Persist in the rule of law。According to the "Company Law of the People's Republic of China"、"State -owned Assets Law of the People's Republic of China" and other laws and regulations，Taking My stake betting appthe company's articles of My stake betting appassociation as the behavioral code，Standardize the positioning and exercise method of rights and responsibilities; law without authorization，No government departments and institutions may interfere with the normal production and operation activities of the enterprise，Organic unity of deepening reform and governing enterprises according to law。

    4. Persist in power and responsibility, etc.。Adhere to the unity of rights and obligations and responsibilities，Standardized power operation、Strengthening responsibility for power，Reform the authorized business system of state -owned capital，Deepen the reform of power operation and supervision mechanism，Constructing a regulatory system that conforms to the national conditions，Improve the performance of performance evaluation and accountability，Direction of duty、Strict accountability of malfeasance，Establish decision、Lifetime accountability system for execution and supervision link。

    (3) Main goals.

    By the end of 2017，State -owned enterprise corporate system reform is basically completed。By 2020，The statutory status of party organizations in the governance structure of state -owned enterprise corporate legal persons is stronger，Give full play to the basic role of My stake betting appthe company's articles of association in corporate governance，So wholly state -owned、A wholly -owned company comprehensively establishes the board of directors of the majority of external directors，State -owned holding enterprises implement an external directors sent system，Completion of the reform of the overseas supervisory office; give full play to the role of entrepreneurs，Create a large number of political firm、Good at business、Vibrant chairman and professional manager，Cultivate a virtue、Business proficiency、Director of the courageous responsibility、Supervisor team; the main responsibility and supervision responsibility of party style and clean government construction are fully implemented，Enterprise democratic supervision and management have improved significantly; follow the laws of market economy and corporate development laws，Make state -owned enterprises operating independently、Self -negative profit and loss、Self -risk、Self -constraint、Self -development market subject。

    2. Standardize the main body and responsibility

    Improve the corporate system with My stake betting appthe company's articles of association as the core，Give full play to the basic role of the company's articles of association in corporate governance，According to laws, regulations and company articles of association，Institutions that strictly regulate the responsibilities of the investor (hereinafter referred to as the investor institution)、Shareholders 'meeting (including shareholders' meeting，Same below)、Board、Manager layer、Supervisory Board、The rights and responsibilities of the party organization and employee congress，Strengthening responsibility for power，Guarantee effective performance，Improve the governance structure of state -owned enterprise legal persons that meet the laws of market economy and my country's national conditions，Further improve the operating efficiency of state -owned enterprises。

    (1) Stimulating the duties of the capital and transforming the supervision method.

    1. The shareholders' meeting is the company's power institution。Shareholders' meetings are mainly based on laws and regulations and company articles of association，Directors through appointment or replacement of directors、Supervisor (excluding employee representatives)，Review and approval of the board of directors、Annual work report of the Supervisory Board，Approve the company's financial budget budget、Methods of profit distribution schemes，For the board of directors、Supervisory Board and Director、The performance of the supervisor is evaluated and supervised。The investor institution enjoys shareholders' rights for the state -funded enterprises in accordance with the law in accordance with the law of the people's government at the same level。

    2. State -owned wholly state -owned companies do not set up shareholders' meeting，The funding agency exercises the authority of the shareholders' meeting in accordance with the law。Reform the management system authorized by state -owned capital with management capital，For a state -owned wholly -owned company that is directly funded，Focus on the funding of the investor institutions will manage the layout of state -owned capital、Standardize capital operation、Strengthen capital constraints、Improve capital return、Maintain capital security。For a wholly -owned company、State -owned Holding Enterprise，Investment institutions mainly pass the shareholders' meeting based on equity share、A review needs to be determined by shareholders、Decision with other shareholders to make resolutions to perform their duties，Except for laws and regulations or My stake betting appthe company's articles of association, there are other regulations，Do not interfere with the independent business activities of the enterprise。

    3. Investment agencies exercise shareholders' rights in accordance with laws and regulations and My stake betting appthe company's articles of association、Performing shareholders' obligations，Relevant regulatory content should be included in the company's articles My stake betting appof stake betting appassociation。According to the requirements based on management capital，Funder institutions must change their work functions、Improve work method，Strengthen the company's charter management，Clean up relevant rules、Normal file，Research proposes a list of approval matters for investors，Establish a compliance review mechanism for major decision -making on the board of directors，Establish the construction of the board of supervisors、Responsibility accountability and other specific measures，Make a timely formulation of state -owned capital priority shares and management measures for special management shares of the state。

    (2) Strengthen the construction of the board of directors and implement the power of the board of directors.

    1. The board of directors is the company’s decision -making agency，Executive shareholders' meeting decision，Executive shareholders' meeting decision，Matters of the company's major matters in accordance with the legal procedures and My stake betting appthe company's articles of association，Receive shareholders' meeting、Supervisory Board Supervision，Careful performance of decision -making、Internal Management、Prevention risk、Deepen reform and other responsibilities。State -owned wholly -owned companies must implement and maintain the board of directors to exercise major decisions、Selecting someone、Salary allocation and other rights，Enhance the independence and authority of the board of directors，Implement the annual work report system of the board of directors;，Eliminate the pilot of the hiring manager of the board of directors of state -owned wholly -owned companies，Strengthen the management and supervision of the manager layer。

    2. Optimize the structure of the board of directors。So wholly state -owned、Chairman of a wholly -owned company、General manager in principle set，It should be all internal executive directors，Report work to the board regularly。The chairman of a wholly state -owned company as the legal representative of the enterprise，Live in the first responsibility for corporate reform and development，It is necessary to report major business problems and business risks to the board of directors and state -owned shareholders in time。Directors of wholly state -owned companies are responsible for the investor institution，Accept the guidance of the investor institution，Among them, the external directors are nominated by the relevant department of the investor institution，and appoint in accordance with the legal procedures。A wholly -owned company、Directors of state -owned holding companies are recommended by relevant shareholders based on equity share，Elected or replaced by the shareholders' meeting，Directors sent by state -owned shareholders must actively protect the rights and interests of state -owned capital; external directors of state -owned wholly -owned companies are recommended by other shareholders of the controlling shareholder，Elected or replaced by the shareholders' meeting; state -owned controlling enterprises should have a certain percentage of external directors，Elected or replaced by the shareholders' meeting。

    3. Standardize the rules of the Directors' Association。The board of directors must strictly implement collective review、Independent voting、The decision -making system is responsible for，Equality Perform opinions，One person per vote，Establish a standardized and transparent information disclosure and disclosure system，Guarantee the completeness of the board of directors and the proposal information，Establishing a board decision to track and implement and post -evaluation system，Do a good job of connecting with other governance subjects。The board of directors should set up a nomination committee、Salary and Evaluation Committee、Audit Committee and other special committees，Provide consultation for the board of directors，Among them, the salary and assessment committee、Audit Committee shall consist of external directors。Improve board and directors' evaluation methods，Improve the annual and term assessment system，Gradually form an assessment and evaluation system and incentive mechanism that conforms to the characteristics of the enterprise。

    4. Strengthen the construction of the director team。Carrying out directors and term training for directors，Do a good job of the Directors' sending and term management。Establish and improve the selection and management system of external directors，Strict qualification identification and examination inspection procedures，Greed up the source channel of external directors，Expand the full -time external director team，Select a group of current state -owned enterprises in charge and transfer to full -time external directors，Regular reports of external directors performed their duties。State -owned wholly -owned companies must improve the system of external directors' convener，The convener is regularly selected by external directors。Foreign directors must strengthen communication with the investor institution。

    (3) Maintain the autonomy of operation and stimulates the vitality of the manager.

    1. The manager layer is the company's execution agency，Railway or dismissal Stake Sports Bettingby the board of directors in accordance with the Stake Sports Bettinglaw，Accept the supervision of the board of directors and supervisors。The general manager is responsible for the board of directors，Exercise the management of production and operation in accordance with the law、Organize and implement the power of the board of directors，Report to the board of directors，Report work to the chairman during the closing meeting。

    2. Establish a standardized manager -level authorization management system，Matching the manager layer member matching the method of selection、Adapt to the nature of the enterprise、Differential salary distribution system linked to operating performance，The manager of the wholly -owned company of state -owned company gradually implements the term system and contract management。According to the corporate property structure、Marketization and other different situations，Orderly promote the construction of professional manager system，Gradually expand the professional manager team，An orderly market -based salary，Explore and improve the medium and long -term incentive mechanism，Research and issued relevant guidance。State -owned wholly -owned companies should actively explore and implement the professional manager system，Combination of internal training and external introduction，Changing the identity conversion channel of members and professional managers of enterprise managers and professional managers。Carry out the pilot pilot of the general accountant assigned by the funding agency。

    (4) Give play to the role of supervision and improve the accountability mechanism.

    1. The Supervisory Committee is the company's supervision agency，Established in accordance with the relevant laws and regulations and My stake betting appthe company's articles of association，For the board of directors、Supervision of the post of manager layer members。To increase the proportion of full -time supervisors，Enhance the independence and authority of the Supervisory Committee。Enterprises invested by state -owned asset supervision institutions shall implement the system of foreign -assigned supervisors in accordance with the law。Foreign Supervisory Board sent by the government，Responsible for checking the company's finance，Supervise the major decisions and key links of the enterprise and the board of directors、Manager layer performance status，No participation、No intervention in business management activities。

    2. Improve the corporate democratic management system with the employee congress as the basic form，Support and guarantee the employee congress to exercise power in accordance with the law，Strengthen the democratic management and supervision of employees，Maintain the legitimate rights and interests of employees。So wholly state -owned、The Board of Directors of a wholly -owned company、The board of supervisors must have employee directors and employee supervisors。Establishing information disclosure and disclosure system for major issues of state -owned enterprises。

    3. Strengthen the sense of responsibility，Clear the boundary of power and responsibility，Establishing a system of accountability for the main body of the main body of governance。Director、Supervisor、Members of managers shall abide by laws and regulations and company articles of association，It has loyal and diligent obligations to the company; it is necessary to incorporate its credit records into the national credit information sharing platform，The breach of breach of trust is open on the "Credit China" website.。Directors should attend the board meeting，Responsible for the decision of the board of directors; the board of directors decided to violate laws and regulations or My stake betting appthe company's articles of association、Shareholders' meeting resolution，What caused the company to suffer serious losses，It should be held responsible for directors in accordance with the law。Members of managers violate laws and regulations or company articles of association，What caused the company to suffer losses，The responsibility of the relevant manager members should be investigated in accordance with the law。Members of executive directors and managers did not report major business issues and business risks to the board of directors or state -owned shareholders in time，Responsibility for relevant personnel should be investigated in accordance with the law。Members of corporate party organizations have major mistakes and misconduct、Activity of malfeasance，Strict accountability shall be strictly held in accordance with the relevant regulations of the party organization。According to the requirements of "three distinguished"，Create the necessary reform fault tolerance and error correction mechanism，Inspiring corporate leaders officers to start a business。

    (5) Adhere to the party's leadership and play political advantages.

    1. Adhere to the party's leadership、Strengthening the construction of the party is the unique advantage of state -owned enterprises。It is necessary，Incorporate the overall requirements of party building work into the state -owned enterprise charter，Clarify that party organizations in corporate decisions、Execution、Supervise the power, responsibility and working method of all aspects，Make party organizations into an organic component of corporate legal person governance structure。To give full play to the core and political core of the party organization，Leading corporate ideological and political work，Support the board of directors、Supervisory Board、The manager performs responsibilities in accordance with the law，Ensure that the implementation of the party and the state stake sports betting apppolicy and policies。

    2. Give My stake betting appfull play to disciplinary inspection and supervision、Patrol、Audit and other supervision functions，Director of State -owned Enterprises、Supervisor、Party members in the manager layer regularly report to the party group (party committee) regularly to personal performance and integrity and self -discipline。The superior party organization implements the appointment system and regular rotation system for the leader of the disciplinary inspection team (secretary of the disciplinary committee) of the state -owned enterprise，Leader of the Discipline Inspection Team (Secretary of the Discipline Inspection Commission) must adhere to the principle、Strengthen supervision。Leader of the Discipline Inspection Team (Secretary of the Discipline Inspection Commission) can attend the meeting of the board of directors and the board of directors。

    3. Actively explore the channels and methods of organizing the organic combination of party management cadres with the board of directors and the board of directors。Persevere and improve two -way entry、Cross -term leadership system，Members of the leadership team of eligible state -owned enterprise party group (party committee) can enter the board of directors through legal procedures、Supervisory Board、Manager layer，Board、Supervisory Board、Eligible party members among the members of the manager can enter the party group (party committee) in accordance with relevant regulations and procedures;、Chairman is generally as one person，Promote the full -time deputy secretary of the Central Enterprise Party Group (Party Committee) to enter the board of directors。In the work of members of the board of directors，higher -level party organization and its organization department、The party committee of state -owned asset supervision agencies shall give play to determining standards、specification program、Participate in the inspection、Recommended candidates and other functions。Actively explore the board of directors to select the manager layer member。

    3. Do a good job of organizing the implementation

    (1) Summary experience in time，Organized implementation。Based on the pilot of the State -owned Enterprise Construction Standard Board，Summary experience、Perfect system，Central enterprises supervised by the State -owned Assets Supervision and Administration Commission of the State Council shall be restructured to a wholly state -owned company or state -owned holding company，Comprehensively establish a standardized board of directors。State -owned Capital Investment、The legal person governance structure of the operation company should be refined in My stake betting appthe company's articles of association。Other central enterprises and local state -owned enterprises must be based on their own actualities，It is responsible for improving the governance structure of state -owned enterprise legal person。

    (2) Carefully regulate operation，Do a good job of connecting each other。State -owned enterprises should follow the requirements of improving the legal governance structure，Comprehensively promote the company in accordance with the rule of law，Improve the Articles of Association，Clarify the rights of internal organizations、Obligation、Responsibility，Realize each responsibility、Specification Operation、Connecting each other、Effective checks and balances。The State -owned Assets Supervision and Administration Commission of the State Council shall, in conjunction with relevant departments and units, quickly formulate the regulations for review and approval management of state -owned enterprise companies。

Finance、Reform of state -owned enterprises such as culture，Another provision of the central government shall be implemented in accordance with its regulations。

General Office of the State Council

April 24, 2017

(Published this piece)