Article 1 in order to clarify the performance of the general manager of Guangxi Guiguan Electric Power Co.Ltd(600236) (hereinafter referred to as Guangxi Guiguan Electric Power Co.Ltd(600236) or the company), standardize the composition, responsibilities, authorities and operation procedures of the management level, improve the corporate governance structure, ensure the standardized operation of the company according to law, and give full play to the role of seeking business, grasping implementation and strengthening management, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the law of the people’s Republic of China on state owned assets of enterprises These rules are formulated in accordance with the working rules of the board of directors of central enterprises (for Trial Implementation), the opinions on strengthening the party’s leadership in improving corporate governance of central enterprises, the Guangxi Guiguan Electric Power Co.Ltd(600236) articles of Association (hereinafter referred to as the articles of association), the measures for the Administration of authorization by the board of directors of the company (for Trial Implementation), the list of “three priorities and one major” and important decision-making matters of the company (for Trial Implementation).
Article 2 the company shall have a general manager, who shall be appointed or dismissed by the board of directors, preside over the production and operation management of the company, organize the implementation of the resolutions of the board of directors and the Party committee meeting, and organize the operation management to directly study and decide on the production and operation matters within the scope of authority and the decision-making matters authorized by the board of directors.
The general manager is responsible to the board of directors, reports to the board of directors, and accepts the supervision and management of the board of directors and the supervision of the Party committee group of the company.
Article 3 the company has deputy general manager, chief accountant, general counsel and Secretary of the board of directors, who are nominated by the general manager and appointed or dismissed by the board of directors to assist the general manager in his work. The general manager, the deputy general manager, the chief accountant, the general counsel and the Secretary of the board of directors jointly form the operation and management layer.
Article 4 the work of the general manager and the management of the company shall be guided by Marxism Leninism, Mao Zedong thought, Deng Xiaoping theory, the important thought of “Three Represents”, the scientific outlook on development and the thought of socialism with Chinese characteristics in the Xi Jinping new era, and resolutely maintain the core position of the Xi Jinping general secretary as the core of the Party Central Committee and the whole party, and the authority and centralized and unified leadership of the Party Central Committee.
The general manager and the management shall firmly support the Party committee of the company to play a leading role in guiding the direction, managing the overall situation and promoting implementation in the corporate governance structure. Fully implement the party’s basic theory, basic line and basic strategy, based on the new development stage, fully and accurately implement the new development concept, integrate and serve the new development pattern, promote high-quality development, and continuously enhance the competitiveness, innovation, control, influence and risk resistance of enterprises. Article 5 these rules are applicable to the general manager, deputy general manager, chief accountant, general counsel, Secretary of the board of directors and other relevant personnel involved in these rules.
Article 6 the general manager shall be responsible to the board of directors, formulate proposals for major business management matters, exercise the decision-making power of the company’s general business management matters and organize the implementation of the resolutions of the board of directors in accordance with the provisions of the company law, the articles of association, the authorization management measures of the board of directors (for Trial Implementation), the list of “three priorities and one major” and important decision-making matters of the company (for Trial Implementation) and the authorization of the board of directors, Pay close attention to the executive power of daily operation and management. Article 143 of the articles of association stipulates that the general manager shall exercise the following functions and powers:
(I) within the scope of authorization of the board of directors, decide an investment plan with a single amount of no more than 2% of the company’s latest audited net asset value and 5 million yuan, handle business on behalf of the company and sign economic contracts. Unless specifically authorized by the board of directors.
(II) preside over the operation and management of the company, and report the major problems in daily work and the management of its subsidiaries and branches to the board of directors in time or regularly; (III) organize the implementation of the resolutions of the board of directors, the company’s annual plan and investment plan; (IV) draw up the establishment plan of the company’s internal management organization;
(V) draft the basic management system of the company;
(VI) formulate specific rules of the company;
(VII) propose to the board of directors to appoint or dismiss the company’s deputy general manager, chief accountant (financial principal) and general legal adviser;
(VIII) appoint or dismiss management personnel other than those who should be appointed or dismissed by the board of directors;
(IX) formulate the salary, welfare, reward and punishment system of the company’s employees, and decide on the employment and dismissal of the company’s employees;
(x) propose to convene an interim meeting of the board of directors;
（11） Other functions and powers authorized by the articles of association or the board of directors.
Article 7 the board of directors may adjust the authorized matters and authorities of the general manager, and the board of directors may delegate some decision-making matters to the general manager.
Article 8 the general manager shall have the duty of loyalty and diligence to the company and the board of directors, safeguard the interests of shareholders and the company, earnestly perform his duties, implement the resolutions and requirements of the board of directors and the Party committee meeting, complete the annual and term business performance assessment indicators and the company’s business plan, and assume the responsibility of the first person responsible for the company’s safe production and environmental protection.
Article 9 the general manager shall abide by the provisions of laws, regulations and the articles of association, and bear the following responsibilities:
(I) bear corresponding responsibilities for the losses caused by the company’s operation and management mistakes;
(II) bear corresponding legal liabilities for the illegal operation of the company;
(III) bear corresponding legal liabilities for acts beyond the scope authorized by the board of directors.
Article 10 the general manager shall perform the following obligations:
(I) report to the board of directors, including the annual work report, the implementation of the resolutions of the board of directors, the implementation of the company’s budget, the implementation of major investment and financing projects and other major matters, and accept the evaluation, assessment, reward and punishment of the board of directors;
(II) provide information or materials to the board of directors or the company’s Party committee according to the requirements of the board of directors or the company’s Party committee to ensure the transparency of the company’s operation to the board of directors and the company’s Party committee; (III) be responsible for the authenticity and accuracy of the company’s internal information provided to the board of directors and the company’s Party committee, and put forward clear evaluation opinions on the reliability of information from outside the company.
Article 11 the general manager and the management personnel of the manager shall timely and actively communicate with the board of directors and directors, and actively answer the consultation and questions of the board of directors and directors.
Article 12 the general manager and the management shall report their work to the employee congress of the company and listen to the opinions of the employee representatives. The general manager and the management shall listen to the opinions and suggestions of the trade union and the employees when drawing up solutions to issues involving the vital interests of the employees, such as wages, welfare, safe production, labor protection, labor insurance and labor contracts.
Article 13 the general manager shall implement the resolutions of the board of directors and the Party committee meeting, deploy the production and operation management, formulate the proposal scheme for major operation and management matters submitted to the board of directors and the chairman for decision-making, and decide on the relevant matters authorized by the board of directors and within the scope of the general manager’s authority. The company shall formulate the list of decision-making items of the general manager and dynamically adjust and improve it according to needs.
Article 14 the general manager’s office meeting shall be convened and presided over by the general manager. If the general manager is unable to preside over the meeting due to special circumstances, he may designate a deputy general manager to preside over the meeting. Article 15 the deputy general manager, chief accountant and general counsel shall attend the general manager’s office meeting. Those who cannot attend the meeting due to special circumstances shall ask for leave in advance.
Due to special needs of work, the chairman and the Secretary of the Party committee may attend the general manager’s office meeting as nonvoting delegates. The full-time Deputy Secretary of the Party committee and the Secretary of the Discipline Inspection Commission may attend or attend the general manager’s office meeting as nonvoting delegates depending on the content of the topic.
The Secretary of the board of directors may attend the general manager’s office meeting as nonvoting delegates according to the content of the topic. The office director shall attend the general manager’s office meeting as a nonvoting delegate. The general manager shall determine other attendants as required. Article 16 the general manager’s office meeting is generally held once a month, and can be held at any time in case of important circumstances.
The general manager’s office meeting shall be specifically organized by the company’s office, and the meeting topics, proposal schemes and decision-making reference materials shall be delivered to the participants in advance. Article 17 for the proposals on the decision-making matters and important business management matters authorized by the board of directors studied and deliberated at the general manager’s office meeting, the opinions of the Secretary of the Party committee and the chairman of the board of directors shall be listened to before deliberation. If there are different opinions, the meeting shall be postponed. For other important issues, we should also pay attention to listening to the opinions of the Secretary of the Party committee and the chairman of the board.
If it is still difficult to reach a consensus after repeated communication, it shall report to the superior party organization or the board of directors in time when necessary.
Article 18 the general manager’s office meeting can be held only when more than half of the members of the management are present. The general manager should be good at promoting democracy, concentration and responsibility. Other members of the business management shall actively put forward opinions and suggestions on the matters considered at the general manager’s office meeting.
Article 19 on the basis of widely listening to opinions, the chairman of the general manager’s office meeting shall make a final statement and form a meeting resolution. If the meeting studies and decides on multiple matters, it shall form resolutions one by one.
Members of the operation and management must resolutely obey the resolutions of the general manager’s office meeting. If they have different opinions, they can declare their reservations or report them to the Party committee and the board of directors of the company on the premise of resolute implementation, but they shall not express different opinions on other occasions.
Article 20 the general manager’s office meeting shall be truthfully recorded by a specially assigned person arranged by the office. The matters decided shall be compiled and issued with meeting minutes, which shall be filed for future reference in accordance with the regulations. The minutes of the general manager’s office meeting shall be signed and issued by the general manager, copied to the board of directors of the company, and reported to the Secretary of the Party committee, the chairman, the full-time deputy secretary, the Secretary of the Discipline Inspection Commission and the members of the management who did not attend the meeting. Article 21 the decision of the general manager’s office meeting has been made, and the company’s management and senior management shall organize and implement it according to the division of labor and resolutely implement it.
The company’s office is responsible for supervising the resolutions of the general manager’s office meeting, and regularly feeding back the situation to the management to ensure the implementation of the decisions of the general manager’s office meeting.
Article 22 according to work needs, the general manager can organize and hold special office meetings, listen to work reports, study and deploy other relevant work.
Article 23 the company shall establish and improve the supervision, evaluation and feedback mechanism for decision implementation. If problems are found in the implementation of the decision-making matters of the general manager’s office meeting, relevant departments, units and personnel shall feed back to the general manager in time, and the general manager shall coordinate and solve them. The general manager’s office meeting shall be held to study and discuss major issues, and individuals shall not decide and deal with them without authorization.
The company’s office is responsible for the supervision of the matters decided by the general manager’s office meeting, and regularly feed back the situation to the general manager to ensure the implementation of the decision-making matters.
Article 24 the general manager shall report to the board of directors regularly or irregularly according to the requirements of the board of directors, including:
(I) implementation of resolutions of the board of directors.
(II) implementation of matters authorized by the general manager by the board of directors.
(III) implementation of the company’s annual plan and problems and Countermeasures in daily operation.
(IV) annual budget implementation of the company.
(V) major investment projects and progress of the company.
(VI) handling of emergencies of the company.
Article 25 the general manager shall timely communicate with the Secretary of the Party committee and the chairman of the board of directors on the implementation of the decisions of the Party committee meeting and the board of directors and the production and operation, and actively accept the work guidance. Members of the Party group entering the management level shall report to the Party group on the implementation of the work in their respective fields in time. The general manager’s annual work report shall listen to the opinions of the company’s Party committee in advance.
Article 26 the company’s internal audit supervision, financial and accounting supervision, internal control and risk management shall be reported to the company’s Party committee and copied to the office of the company’s Discipline Inspection Commission. The Secretary of the Commission for Discipline Inspection has the right to attend other meetings of the operation and management to study and decide major matters concerning the production, operation and management of the enterprise as required.
Article 27 in accordance with relevant laws, regulations and rules and the relevant provisions of SASAC, the general manager is responsible for establishing a timely reporting system for production safety accidents and emergencies, ensuring that once they occur, they will report to the board of directors, SASAC and other relevant state departments, the people’s Government of the place where the incident is located, and report the implementation of emergency rescue and disposal. Article 28 the office of the company shall be responsible for the interpretation of these rules.
Article 29 these Rules shall come into force from the date of deliberation and adoption by the board of directors.
Attachment: Guangxi Guiguan Electric Power Co.Ltd(600236) general manager’s decision-making list (Trial)
