Great Wall Motor Company Limited(601633)
Commission on strategy and sustainable development
management system
(the system will come into force after being approved and adopted at the 30th meeting of the seventh board of directors on December 31, 2021)
catalogue
Chapter I General Provisions Chapter II strategic planning and sustainable development management organization Chapter III strategic management content requirements Chapter IV preparation of strategic planning and adjustment of time arrangement Chapter V archiving, safekeeping and consulting of strategic planning documents 5 Chapter VI Supplementary Provisions five
Chapter I General Provisions
Article 1 in order to strengthen the strategic management of Great Wall Motor Company Limited(601633) (hereinafter referred to as “joint stock company” or “company”), appropriate
This system is formulated in accordance with the company law of the people’s Republic of China, the articles of association and other relevant provisions to better integrate advantageous resources, obtain competitive advantages, enhance the core competitiveness of the company, improve the efficiency and quality of major investment decisions, and improve the corporate governance structure.
Article 2 the company’s strategic planning in this system refers to the medium and long-term development strategic planning of the company on the premise of fully ensuring the operation autonomy of each business module of the company.
Article 3 the system specifies the process, cycle and content of the company’s strategic planning and sustainable development management, which is the basis of the company
The basis for strategic planning must be followed by the joint stock company and all functional modules.
Chapter II strategic planning and sustainable development management organization
Article 4 the management organization of the company’s strategic planning and sustainable development includes Great Wall Motor Company Limited(601633) the board of directors and the board of directors
Strategic and Sustainable Development Commission, operation and management headquarters.
Article 5 Great Wall Motor Company Limited(601633) the board of directors is the most important part of the following strategic planning and sustainable development of the company’s general meeting of shareholders
A high-level decision-making body whose responsibilities include:
(1) Examine and approve the company’s strategic plan;
(2) Examine and approve the annual adjustment proposal of the company’s strategic planning;
(3) Review the company’s sustainable development and ESG related reports;
(4) Examine and approve the strategic planning of each functional module of the company and form a resolution;
(5) Approve the annual adjustment proposal of the company’s functional module strategic planning and form a resolution;
(6) Examine and approve other major matters related to the company’s strategic planning and form resolutions.
Article 6 the strategy and sustainable development committee is a special working body under the board of directors and is the strategic and Sustainable Development Committee of the company
The deliberative body of the exhibition is mainly responsible for the company’s long-term development strategy, major investment decisions, foreign public policies and sustainable development
And environmental, social and governance policies.
Article 7 the members of the strategy and Sustainable Development Committee shall be composed of three to seven directors, including at least one independent director. The members of the strategy and Sustainable Development Committee shall be the chairman, more than half of the independent directors or three of all the directors
Preside over the work of the strategy and Sustainable Development Committee, which is held by the chairman of the company.
The term of office of the Commission on strategy and sustainable development is consistent with that of the board of directors. Upon expiration of the term of office, members can be re elected. If any member ceases to hold the position of director of the company during the period, he will automatically lose his qualification as a member, and the committee will supplement the number of members in accordance with this article.
Article 8 the main responsibilities and authorities of the members of the Commission for strategy and sustainable development are:
(1) Attend the meeting of the Committee on time, express opinions on the matters discussed at the meeting, and exercise the right to vote;
(2) Propose topics to be discussed at the meeting of the Committee;
(3) In order to perform their duties, they can attend or sit in on the relevant meetings of the company, conduct investigation and research, and obtain the required reports, documents, materials and other relevant information;
(4) Fully understand the responsibilities of the Committee and his own responsibilities as a member of the committee, be familiar with the operation and management status, business activities and development of the company related to his responsibilities, and ensure his ability to perform his duties;
(5) Fully ensure their working time and energy to perform their duties;
(6) Other functions and powers specified in the system.
Article 9 main responsibilities of the strategy and Sustainable Development Committee:
(1) Review the company’s strategic planning and form opinions;
(2) Review the annual adjustment proposal of the company’s strategic planning and form opinions;
(3) Review the strategic planning of each functional module of the company and form opinions;
(4) Review the annual adjustment proposal of strategic planning of each functional module of the company and form opinions;
(5) Major capital operation and asset management projects that must be approved by the board of directors as stipulated in the articles of association
Conduct research and form opinions;
(6) Discuss and form opinions on other major matters related to the company’s strategic planning.
(7) Carry out research, analysis and risk assessment on the company’s sustainable development, environment, society and Governance (ESG) and other related matters, and put forward the system, strategy and objectives of sustainable development;
(8) Organize or coordinate the supervision and inspection of policies, management, performance and target progress related to the company’s sustainable development and ESG matters, and put forward corresponding suggestions
(9) Review reports related to the company’s sustainable development and ESG matters and report to the board of directors;
Article 10 when the Great Wall Motor Company Limited(601633) strategy and sustainable development committee considers the issues of the company’s strategic planning, the relevant principals of each functional module shall attend as nonvoting delegates and participate in the discussion.
Article 11 the Committee on strategy and sustainable development shall hold at least two meetings every year and notify all members seven days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member (independent director) to preside over the meeting.
The meeting of the Commission on strategy and sustainable development shall be held only when more than two-thirds of its members are present; Each member shall have one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 12 the meeting of the Commission on strategy and sustainable development shall be recorded, and the members attending the meeting shall sign on the meeting minutes; The minutes of the meeting shall be kept by the Secretary of the board of directors of the company. The proposals and voting results adopted at the meeting of the strategy and Sustainable Development Committee shall be reported to the board of directors of the company in writing.
Article 13 the operation and management headquarters is the executive body of the company’s strategic planning, and its responsibilities include:
(1) Formulate and explain various strategic planning management systems of the company;
(2) Organize the formulation of the company’s strategic plan and the annual adjustment of the company’s strategic plan;
(3) Organize the research on important issues related to the company’s strategic planning;
(4) Supervise the implementation of the company’s strategic plan and regularly report the implementation progress to the strategy and Sustainable Development Committee.
Chapter III contents and requirements of strategic management
Article 14 the company’s strategic management includes strategic formulation, strategic deployment and strategic adjustment.
Article 15 strategy formulation
(1) The senior leaders of the company form the strategic thought of the company’s development on the basis of collective discussion;
(2) Based on the analysis of the company’s external environment, internal resources and capabilities (the information center, marketing company and product planning department are mainly responsible for external macro environment, industry, competitors, customer market demand and other external analysis, and each functional module is mainly responsible for internal resource capability analysis), Initially put forward the company’s development strategy suggestions;
(3) On the basis of listening to the reports and collective discussions of each module for many times, the decision-making level of the company preliminarily determines the strategic development direction and strategic objectives of the group;
(4) The operation and management department shall formulate several strategic options according to the opinions of the company’s senior management;
(5) The top management of the company makes decisions according to the alternatives;
(6) The operation and management department shall document and issue the company’s strategy according to the senior decision-making;
(7) Strategy making is a complex dynamic process. In the process of formulating the strategic plan, each link may be repeated many times due to the influence of many factors, which is normal. After the strategic decision is determined, the company’s strategy will remain relatively stable for a long time to ensure the effective implementation of the scheme. Unless there is a major change in the situation, the company’s strategy is generally not subject to major adjustment.
Article 16 strategic deployment
(1) The company’s strategic deployment is carried out according to the two main lines of “indicator line” and “planning line”, and the company level
Department level and post level three-level index system;
(2) Each functional module prepares functional strategic plans and short-term and long-term plans such as R & D strategy, production strategy, marketing strategy, supporting strategy, human resources strategy, financial strategy, information strategy, quality strategy and brand strategy according to the strategic requirements of the company;
(3) The Commission on strategy and sustainable development considers the functional strategic plan submitted by each functional module, focusing on its overall, long-term and feasibility;
(4) Each functional module formulates the annual policy objectives and business plan of the module according to the overall policy objectives of the company, decomposes and implements the annual objectives, and ensures the effective implementation of each functional strategy;
(5) The operation supervision department monitors the implementation of the strategy, regularly collects and analyzes relevant information, and timely reports the deviation from the strategy to the strategy and Sustainable Development Committee;
(6) The operation and management department organizes performance analysis meetings every quarter and strategic inquiry meetings every year to conduct phased strategic evaluation and review;
Article 17 strategic adjustment
(1) General adjustment
In order to ensure the adaptability of the company’s strategy to the changes of internal and external environment, the company adjusts the strategy according to the conventional adjustment mechanism
Adjust the strategy and make continuous improvement to form a PDCA cycle of strategic management:
a. When there is a major deviation between the implementation results of the company’s strategic plan and the strategic objectives, it is necessary to correct the strategic deviation in time and adjust the strategic plan or strategic objectives;
b. When the business requirements of the company change and the strategy or goal must be changed, the company can make strategic adjustment as required.
(2) Abnormal adjustment
The operation and management department shall formulate a strategic emergency adjustment mechanism to effectively respond to sudden changes in the internal and external environment. According to the impact of the change on the strategy, the company timely starts the strategic emergency plan, systematically identifies and analyzes the abnormal events and the change points of the external environment, and adjusts the established strategic objectives, strategies and plans.
The information trigger points affecting the strategy are divided into internal and external:
a. Internal trigger points: sudden changes in key operational capabilities (including research, production, supply and marketing) and core resources (human and financial); Major organizational structure adjustment and major personnel changes (such as changes in main technical backbone and important senior executives);
b. External trigger points: major changes in the macro environment, drastic changes in industry dynamics and trends, sudden changes in competitors’ strategies, changes in customers and market demand.
Chapter IV preparation of strategic planning and adjustment schedule
Article 18 the company’s overall strategic plan shall be prepared every five years. The operation and management department will organize the review, report and preparation of each functional module. The specific annual schedule is as follows:
Project name responsible department time
Internal and external environment research institute, information center and sales of the company from March to April
