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Notice on Printing and Distributing the "Measures on the Selection and Engagement of Outside Directors of Beijing Municipal State-owned State-owned Companies" (Jing Guozi Dang Fa [2016] No. 8)

Measures for the Selection and Appointment of Outside Directors of Beijing Municipal State-owned Sole Proprietorship Companies

Chapter I General Provisions

Article 1 In order to improve the supervision and management system of state-owned assets, establish a standardized corporate governance structure, enhance the decision-making effectiveness of the board of directors, standardize the selection and employment of external directors, and strengthen the management of external directors. Relevant laws, regulations, and provisions such as the Assets Law, combined with the actual work, formulated these measures.

Article 2 These Measures are applicable to wholly state-owned companies (hereinafter referred to as companies) authorized by the Municipal Government to perform the duties of investor as the investor.

Article 3 The term "outside directors" as mentioned in these Measures refers to non-full-time directors appointed by the Municipal SASAC in accordance with the law and who are not employees of the company.

Article 4 The selection of outside directors shall follow the following principles:

(1) The principle of having both morality and talent, and the principle of putting morality first;

(2) Principles of openness, fairness, competition, merit selection, and suitability of personnel and positions;

(3) the principle of combining investor recognition, social recognition, and market recognition;

(4) the principle of unifying the legitimate rights and interests of the investor and the independent performance of duties;

(5) Principles of unity of rights and responsibilities, and of equal emphasis on incentives and constraints;

(6) Principles of selection and contracting management according to law.

Chapter II Qualifications

Article 5 Outside directors shall meet the following basic requirements:

(1) Possessing high political quality and good professional accomplishment, strong sense of enterprise and responsibility, able to faithfully represent and safeguard the legitimate rights and interests of state-owned assets, and earnestly perform economic, political and social responsibilities.

(2) Strong strategic consciousness and development vision, strong decision-making ability, risk prevention ability, ability to recognize and employ people, and strong innovation ability.

(3) Familiar with national macroeconomic policies and related laws and regulations, familiar with domestic and foreign markets and related industry conditions, familiar with modern enterprise operation and management, understand the main business of the incumbent company, and have the necessary professional knowledge to perform job duties.

(4) Compliance with laws and regulations, integrity and pragmatism, diligence and due diligence, good performance record and professional credibility.

(5) Possessing good psychological and physical qualities and being able to guarantee sufficient time and energy to perform duties.

Article 6 Outside directors shall have the following qualifications:

(1) Have more than 10 years of working experience or related professional expertise in business management or capital operation, accounting, auditing, law, human resources management, etc.

(2) Generally have a college degree or above.

(3) Generally should have relevant professional vocational qualifications or senior professional technical titles.

(4) Generally, the age for initial selection shall not exceed 60 years.

Article 7 As an outside director, the consent of the work unit must be obtained, and a written recommendation shall be issued by the superior supervisory unit or industry association.

Article 8 The system of banning outside directors is implemented. In any of the following circumstances, he shall not be an outside director:

(1) I and my immediate family members have held middle-level or higher positions in the company or its wholly-owned and holding subsidiaries in the past 2 years.

(2) I, his or her immediate family members or individuals who have worked with the company to be employed within the past two years have business connections and business contacts.

(3) I hold equity in the enterprise invested by the company.

(4) I work part-time in an enterprise that competes with or has a potential competitive relationship with the company.

(5) Restrictions on serving as directors under relevant laws, regulations, rules and the company's articles of association such as the Company Law.

Chapter III Selection

Article 9 The external directors shall be selected and recruited by the Municipal SASAC.

Article 10 The selection and employment of external directors is generally carried out by means of organizational selection and market-based selection. Explore the recommendation of hiring outside directors by entrusting talent intermediaries.

Article 11 Organizational selection refers to the selection and employment of external directors by non-public enterprise entrepreneurs or management personnel, universities or scientific research institutes, experts, scholars, intermediary agencies, and industry organizations through certain methods and procedures. .

Article 12 The market-based selection and employment refers to the public recruitment of the State-owned Assets Supervision and Administration Commission to the society or the selection of outside directors in a competitive manner within a certain range.

Article 13 Organizational selection generally goes through the following procedures:

(1) Position proposal. According to the construction of the company's board of directors, the State-owned Assets Supervision and Administration Commission of the State Council proposed vacant positions and qualification requirements for outside directors.

(2) Organization recommendation. The State-owned Assets Supervision and Administration Commission of the Municipality provides vacant positions and qualifications for external directors of the company, and coordinates organizations such as the Municipal Federation of Industry and Commerce, relevant industry associations, colleges and universities, and Zhongguancun Science and Technology Park Management Department to recommend external director talent.

(3) Selection of interviews. The State-owned Assets Supervision and Administration Commission of the State Council conducted interviews and selections on the talents of external directors recommended by the organization, and selected them for inclusion in the talent pool of external directors.

(4) Candidate nomination. According to the needs of the company's board of directors, the State-owned Assets Supervision and Administration Commission of the State Council studied and proposed candidates for appointment of external directors from the talent pool of external directors.

(5) Communication of situation. The Municipal State-owned Assets Supervision and Administration Commission communicated with external directors about the company to be hired and external directors about the appointment of candidates, and related matters such as duties, rights and obligations of external directors.

(6) Investigation and understanding. According to the actual situation of the candidates for the appointment of external directors, the Municipal SASAC may obtain information from its current unit (or the original unit), relevant departments or relevant organizations, and publicize it within a certain range if necessary.

(7) Decision of the meeting. The Municipal SASAC has adopted a voting method to study and determine candidates for appointment of outside directors.

(8) Signing an agreement. The Municipal SASAC signed an employment agreement with outside directors.

(9) Appointment. The State-owned Assets Supervision and Administration Commission of the People's Republic of China issues letters of appointment to outside directors.

Article 14 Market-based selection and employment generally goes through the following procedures:

(1) Post job information. According to the construction of the company's board of directors, the State-owned Assets Supervision and Administration Commission of the State Council proposes vacant positions and qualification requirements for outside directors, which are announced to the public or within a certain range.

(2) Registration and qualification review. The Municipal State-owned Assets Supervision and Administration Commission accepted the application and carried out the qualification review.

(Three) test evaluation. The Municipal SASAC conducts tests on knowledge, experience, ability, quality, and mental health.

(4) Propose preliminary candidates. The State-owned Assets Supervision and Administration Commission of the People's Republic of China has determined candidates for inclusion in the talent pool of external directors and preliminary candidates for appointment of external directors based on the results of the test and evaluation.

(5) Communication of situation. The Municipal State-owned Assets Supervision and Administration Commission and the external directors intend to hire the company, and the external directors intend to hire preliminary candidates to communicate on the related work of the external directors and related matters such as duties, rights and obligations.

(6) Investigation and understanding. According to the actual situation of the initial appointment of the external directors, the Municipal SASAC shall, in an appropriate manner, understand the situation of its current unit (or the original unit), relevant departments or relevant organizations, and make public announcements within a certain range if necessary.

(7) Propose candidates for appointment. The State-owned Assets Supervision and Administration Commission of the Municipality comprehensively analyzes the qualification review, test evaluation, situation communication, and inspection and understanding, and puts forward proposals for the appointment of candidates for external directors.

(8) Decision of the meeting. The Municipal SASAC has adopted a voting method to study and determine candidates for appointment of outside directors.

(9) Signing an agreement. The Municipal SASAC signed an employment agreement with outside directors.

(10) Appointment. The State-owned Assets Supervision and Administration Commission of the People's Republic of China issues letters of appointment to outside directors.

Article 15 The term of employment of outside directors in state-owned enterprises in the same city shall not exceed 6 years.

Article 16 In principle, not more than two municipal state-owned enterprises engaged by outside directors.

Chapter IV Dismissal

Article 17 If one of the following situations occurs during the term of office of an outside director, he shall be dismissed by the municipal SASAC after communication with the enterprise:

(1) Those who have reached the highest age limit for employment are generally 65 years old.

(2) I applied for resignation and was approved.

(3) It is unsuitable to continue to serve as an outside director due to health reasons.

(4) In the course of performing his duties, any dishonesty or adverse consequences were caused to the Municipal SASAC or the incumbent company.

(5) The number of board meetings attended by the same company within one year is less than two-thirds of the total number of board meetings.

(6) The results of annual evaluation or term evaluation are incompetent, or the results of two consecutive annual evaluations are basically competent.

(7) Being held accountable for disciplinary or law violations.

(8) Where there is job default as stipulated in Article 20 of the "Interim Measures for the Administration of External Directors of Sole State-owned Companies"

(9) Occurrence of forbidden positions.

(10) Other circumstances that are not suitable for continuing to serve as directors as stipulated in the Company Law and the Articles of Association.

Article 18 Outside directors may submit a written resignation application to the Municipal SASAC. Until the resignation is approved, the outside directors shall continue to perform their duties. Those who leave without authorization shall be investigated for corresponding responsibilities according to law.

Article 19 After the dismissal of an outside director, he shall continue to have the obligation to keep confidential the business secrets of the former company. If it fails to fulfill its obligation of confidentiality, the company may pursue its responsibilities according to law. The confidentiality period shall be implemented in accordance with the confidentiality agreement signed between the outside director and the incumbent company.

Chapter V Supplementary Provisions

Article 20 The selection and employment of external directors dispatched to municipal state-owned capital holding companies and municipal state-owned capital shareholding companies shall be implemented with reference to these Measures.

Article 21 These Measures shall be implemented as of the date of issuance. The "Measures for the Selection and Appointment of Outside Directors of Beijing Municipal State-owned State-owned Companies" issued by the Party Committee of the State-owned Assets Supervision and Administration Commission of the Municipality on December 6, 2012 shall be repealed simultaneously.



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