On October 28, 2022, Mr. Sun Yanhui, Senior Partner and Managing Partner of Corporate and Compliance Department of King&Capital Law Firm, was invited to conduct a special training on "Corporate Compliance Management" for Datang International Power Generation Co. --(stock code: 601991, hereinafter referred to as "Datang Power Generation") on the topic of "Corporate Compliance Management".
The training was held in an "online" interactive mode, in which Mr. Sun Yanhui discussed seven aspects, including introduction to the standardized operation of the board of directors, major compliance risks in the standardized operation of the board of directors, clarification of the responsibilities and authorities of the board of directors of state-owned enterprises, the boundaries of the powers and responsibilities of the board of directors of an enterprise, the shareholders' meeting and the managerial level, the improvement of the board of directors' structure and the board's operation system, and the enhancement of the performance capability of directors and supervisors. The conference shared seven aspects, including the ability of directors and supervisors to fulfill their duties.
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On September 8, 2021, the State-owned Assets Supervision and Administration Commission of the State Council ("SASAC") issued the "Working Rules for the Board of Directors of Central Enterprises (for Trial Implementation)" (hereinafter referred to as the "Working Rules"), which puts forward that "the board of directors is the main body of the enterprise's operation and decision-making, setting strategies, making decisions, preventing risks, and exercising its decision-making power over major issues of the enterprise in accordance with the statutory procedures and the articles of association". The Board of Directors is the main body of the enterprise's operation and decision-making, setting strategies, making decisions and preventing risks, and exercising its decision-making power on major issues in accordance with legal procedures and the articles of association. It also provides standardized guidelines on the composition of the board of directors of a central enterprise, its function and position, duties and powers, operation mechanism, decision-making procedures, support and guarantee, management and supervision, as well as the duties, rights and obligations of board members.
According to the requirements of the Work Rules, the compliance management and construction of the board of directors, facing the change of thinking of the state-owned assets regulators around the world, need to fulfill the representative body of the capital contributors to introduce a list of supervisory powers and responsibilities, a clear list of decision-making matters of the board of directors, and to improve the supporting system of board of directors' operation. For the standardized operation of the board of directors, it is recommended to focus on the construction of institutional compliance, and to promote the synergistic advancement of institutional construction and mechanism construction. The core of the mechanism construction is to "implement the power, clarify the responsibility, rights and responsibilities".
Mr. Sun Yanhui pointed out that the core of the reform of modern enterprise system of state-owned enterprises led by SASAC is the establishment of modern director and supervisor system, especially emphasizing the ability of directors and supervisors to perform their duties. Improving the ability of directors and supervisors to perform their duties is the key to standardizing the rights of shareholders and management rights, realizing the separation of the rights of shareholders and the management rights of the enterprise, maximizing the potential of the enterprise, as well as the responsibility of capital preservation and appreciation of the value of the capital, and it is an effective means to implement the independent autonomy of the enterprise and to give full play to the overall effectiveness of the enterprise. The directors and supervisors are elected by the contributors in accordance with the articles of association and investment agreement, and represent the interests of all shareholders to enter the corporate governance organization, and have important entrusted agency responsibilities, and improving the performance of directors and supervisors is conducive to the democratic decision-making, supervision and management of the enterprise, as well as the long-term and sustainable development of the enterprise.
King&Capital Law Firm, as the legal advisor of Datang International Power Generation Co., Ltd, provided professional and efficient legal services during the training process, and actively implemented the series of deployment requirements of the State-owned Assets Supervision and Administration Commission (SASAC) for recommending the construction of boards of directors of subsidiaries of central enterprises. Meanwhile, King&Capital Law Firm is willing to work together with Chinese state-owned enterprises to continuously open up a new realm of improving the corporate governance of state-owned enterprises.
Translated with DeepL.com (free version)
