Dongguan Development (Holdings) Co.Ltd(000828)
Interim management system for professional managers (reviewed and adopted at the 47th meeting of the seventh board of directors of the company)
Chapter I General Provisions
Article 1 Purpose
In order to thoroughly implement the three-year action plan of governments at all levels on deepening the reform of state-owned enterprises and on giving priority to supporting market competitive enterprises, accelerate the implementation of the professional manager system, promote the work deployment of ensuring that professional managers exercise their powers and perform their duties according to law, improve the market-oriented operation mechanism, implement the tenure system and contractual management, and strengthen the construction of the company’s operation and management talent team, Establish a professional manager management mode with “clear responsibilities and rights, clear rewards and punishments, prominent characteristics and orderly flow”, and formulate this system in combination with the actual situation of the company.
Article 2 scope of application
It is applicable to the professional manager management of Dongguan Development (Holdings) Co.Ltd(000828) (hereinafter referred to as “headquarters”) and subordinate units.
Article 3 reference standards and related systems
(I) guiding opinions of the CPC Central Committee and the State Council on deepening the reform of state-owned enterprises
(II) operational guidelines for the implementation of professional manager system in “double hundred enterprises”
(III) operational guidelines for the implementation of professional manager tenure system and contractual management in “double hundred enterprises” (IV) implementation opinions of the CPC Dongguan Municipal Committee and Dongguan Municipal People’s Government on deepening the reform of Municipal State-owned Enterprises
(V) Dongguan Development (Holdings) Co.Ltd(000828) recruitment management system
(VI) Dongguan Development (Holdings) Co.Ltd(000828) cadre management system
Article 4 definition of professional terms
Professional managers refer to senior managers selected and managed in accordance with the principles of “market-oriented selection and employment, contractual management, differentiated remuneration and market-oriented exit”, who rely on professional management knowledge, skills and experience to achieve the business objectives of the enterprise within the scope of full authorization.
Tenure system and contractual management: it refers to the management method implemented for professional managers of the company, which is based on fixed tenure and contractual relationship, carries out annual and tenure assessment according to the employment agreement for professional managers and the letter of responsibility for operation and management objectives, cashes remuneration and implements appointment (or dismissal) according to the assessment results.
Article 5 management principles of professional managers
(I) adhere to the party’s leadership principle. Strengthen the party’s leadership over state-owned enterprises and give full play to the role of Party organizations in the management of professional managers. Adhere to integrity and ability, morality first, career first, fairness and decency, appropriate personnel and posts, and pay attention to actual performance.
(II) adhere to the principle of marketization. The selection and management of professional managers shall be carried out in accordance with the principles of contractual management, differentiated remuneration and market-oriented exit. According to the actual development of the company, internal performance standards and external industry benchmarking methods of the company shall be formulated with reference to the same industry, the same development stage and the same degree of marketization, so as to ensure that the standards are determined by the market and the results are tested by the market.
(III) adhere to the principle of equal rights and responsibilities. Clarify the post responsibilities of professional managers, highlight the rights and responsibilities system with contract as the core, combine legal supervision with independent operation, and ensure that power is on duty, responsibility is in place, rights and responsibilities are matched, and default is prosecuted.
Chapter II Organization and responsibilities
Article 6 organization and responsibilities
(I) the company’s Party committee is the main body of supervision over the tenure system and contractual management of professional managers, focusing on “managing procedures, standards and disciplines” to ensure that the principle of Party managing cadres is implemented in the management of professional managers.
(II) the board of directors is the decision-making body for the selection, appointment, removal, assessment, tenure system and contractual management of professional managers.
Chapter III market-oriented selection and employment
Article 7 selection plan and demand
According to the company’s development strategic planning, business development needs and the flow of professional managers, the human resources department formulates the demand plan for professional managers as required.
Article 8 selection and employment form
The selection and employment of professional managers can be divided into two forms: internal transformation and external recruitment.
If the original senior managers in the company system meet the internal conversion conditions, they can sign the identity conversion agreement and become professional managers after being approved by the superior unit and the company’s board of directors.
For external recruitment of professional managers, the human resources department will select qualified candidates according to relevant selection procedures.
Article 9 selection and employment procedures
(I) screening
After receiving the application materials, the human resources department shall screen them according to the appointment conditions of professional managers. The human resources department shall send an interview notice to the qualified candidates.
(II) interview
The interview shall be conducted according to their work qualifications and professional abilities, and the personnel to be employed shall be determined according to the principle of merit based admission.
(III) background investigation
For the external recruitment of professional managers, the background investigation method shall be adopted for the candidates to verify the basic information such as personal education, understand their personal past work background, professional ability and work performance, and form a comprehensive evaluation of the investigated personnel. If personal information is found to be false or other circumstances that do not meet the requirements, his employment qualification shall be cancelled.
Article 10 employment and probation management
(I) after determining the personnel to be employed, complete the employment approval of the professional managers to be recruited according to the relevant approval process.
(II) the company shall sign labor contract, employment agreement of professional managers, letter of responsibility for operation and management objectives and other documents with the professional managers determined to be employed. A probation period shall be set for external recruitment of professional managers. If they fail to pass the examination during the probation period, the employment relationship can be terminated.
Chapter IV tenure management
Article 11 term management
The company implements tenure management for the selected professional managers. In principle, the term of appointment shall not exceed 3 years. If it is added during the term, the first term of appointment shall not exceed the term of office of the current board of directors.
Article 12 clear responsibilities
By signing the employment agreement for professional managers, clarify the term of office, post responsibilities and term salary of professional managers.
Chapter V contractual management
Article 13 contractual management
The company implements contractual management for the selected professional managers, signs the employment agreement of professional managers and the letter of responsibility for operation and management objectives, and evaluates the business performance.
Article 14 signing of agreement
The company shall sign an employment agreement and a letter of responsibility for operation and management objectives with professional managers. The employment agreement includes but is not limited to the appointment position, appointment period, performance objectives, etc. The statement of responsibility for operation and management objectives includes but is not limited to assessment cycle, assessment standards, etc.
Article 15 renewal
When the term of office of a professional manager expires, it shall conduct annual and term assessment and evaluation in accordance with laws and regulations, the articles of association and the enterprise management system, determine the results of annual and term assessment and evaluation according to the completion of the letter of responsibility for business management objectives, performance of duties and integrity of morality and talents, and re perform the appointment procedures if it is decided to renew the appointment, Sign the employment agreement of professional managers and the letter of responsibility for operation and management objectives.
Article 16 conditions for withdrawal and dismissal
If a professional manager is under any of the following circumstances or is not suitable for continuing his post, his term of office shall be suspended and his current post shall be removed:
(I) the results of annual business performance assessment for two consecutive years are incompetent.
(II) the result of comprehensive business performance assessment during the term of office is incompetent.
(III) those who are mainly responsible for the loss of state-owned assets caused by illegal operation and investment.
(IV) for other reasons, the company considers that it is not suitable to continue working in this position.
Article 17 withdrawal and dismissal methods
Professional managers who are incompetent or unfit for the current position shall not continue to serve on the grounds that their term of office has not expired, and shall be dismissed in time. If it is decided to dismiss or the professional manager proposes to resign, the employment shall be terminated according to the procedures specified in the labor contract law and the employment agreement. When a professional manager dissolves (terminates) his employment relationship, if there is any party organization, he shall be removed at the same time.
Chapter VI market based salary management
Article 18 salary management
Professional managers implement a market-oriented salary distribution system. The total salary is in line with the market with reference to the same level of the industry. According to their post responsibilities, risk-taking and other factors, according to different post responsibilities, job nature and the implementation of differentiated salary mechanism, the gap can be widened reasonably. The total salary consists of three parts: basic annual salary, performance annual salary and tenure incentive salary (medium and long-term incentive). Of which:
(I) the basic annual salary is the annual basic income, which is paid on a monthly basis to meet the needs of daily life. (II) annual performance salary is the salary linked with annual economic benefits, work performance and other indicators in the same direction. It is a floating salary, which is subject to quantitative assessment and determined according to the results of annual business performance assessment. (III) term incentive salary is the income linked to the results of term business performance assessment. The company will set up a diversified term incentive mechanism according to the situation.
Professional managers enjoy subsidies, social insurance, housing provident fund, travel and other benefits according to their rank and with reference to the standards specified by the company.
Article 19 payment
(I) implement differentiated distribution. According to the results of business performance assessment, reasonably open the salary gap of professional managers. The annual and term salary shall be assessed and cashed according to the relevant provisions of the letter of responsibility for annual and term operation and management objectives.
(II) after the professional manager is removed from office or subject to administrative dismissal, during the period when he has not been reappointed, the salary management shall not be implemented according to the original position. His salary income shall be determined by the company according to his actual work and salary management system, and the employment agreement of relevant professional managers shall be automatically terminated.
(III) if a professional manager leaves the company due to work or injury and is approved by the organization, he shall be paid according to the actual working time.
(IV) in principle, the proportion of salary structure during the term of office shall not be adjusted, but if there are significant changes in various factors affecting salary during the term of office, the company will re approve the proportion according to the actual situation.
Chapter VII assessment and evaluation
Article 20 assessment form and requirements
The business performance assessment of professional managers can be divided into annual assessment and term assessment. The annual assessment focuses on the completion of annual business performance objectives, adheres to the combination of quantitative and qualitative, and focuses on quantitative. Term assessment focuses on the long-term development of the enterprise and mainly assesses the operating performance of each year during the term of office.
The business performance assessment indicators follow the principles of giving priority to benefits, paying attention to quality and quantitative assessment, focusing on the assessment of work performance and the completion of key tasks.
Article 21 assessment cycle
The annual business performance assessment is carried out in the accounting year, generally at the beginning of the next year. The business performance assessment of the term of office can be carried out together with the assessment of the year when the term of office expires and the third year.
Chapter VIII Supervision and restraint and accountability
Article 22 implement various supervision responsibilities
The company shall supervise professional managers and their performance of duties in accordance with laws and regulations, scientifically and standardized, build a supervision system that meets the supervision requirements of the Party committee and the board of directors, give full play to the role of internal and external supervision subjects of the company, and strengthen the supervision and control of internal processes.
Professional managers shall truthfully report major personal matters in accordance with the relevant provisions and requirements of the company. During the term of office, routine audit shall be conducted according to the regulations, and departure audit shall be conducted when leaving office.
Article 23 establishment of restraint mechanism
Establish a behavior restraint mechanism for professional managers and investigate the responsibilities of those who violate national laws and company management regulations, mainly including:
(I) part time employment is prohibited. Without the approval of the company, professional managers shall not work part-time in other enterprises or social organizations.
(II) confidentiality obligation. Professional managers shall strictly abide by and perform the rights and obligations stipulated in the employment agreement of professional managers, and shall not violate laws and regulations and damage the interests of the company. After leaving the company, the professional manager shall continue to keep confidential the company’s trade secrets, core technologies and patents, and the confidentiality period shall be implemented in accordance with the provisions of the state and the company.
(III) honest practice. During the period of employment, professional managers shall maintain the safety of the company’s state-owned assets, prevent the loss of state-owned assets, and shall not misappropriate, embezzle, transport or squander state-owned assets or evade financial debts.
(IV) accountability. In case of any of the above circumstances, they will be investigated for responsibility according to the management authority. If the problem is serious, they will be transferred to the judicial organ for handling.
Chapter IX supplementary provisions
Article 24 the right to amend and interpret the system belongs to the board of directors of the company, and the specific interpretation shall be authorized by the board of directors to the human resources department.
Article 25 this system shall be implemented on a trial basis from the date of promulgation. In case of any conflict with the newly promulgated laws and regulations of the state, the relevant provisions of the State shall prevail.
