| Notice by the State Council of Issuing the Plan for Reforming the State-owned Capital Authorized Operation System | | 国务院关于印发改革国有资本授权经营体制方案的通知 |
| (No. 9 [2019] of the State Council) | | （国发〔2019〕9号） |
| The people's governments of all provinces, autonomous regions, and municipalities directly under the Central Government; all ministries and commissions of the State Council; and all institutions directly under the State Council: | | 各省、自治区、直辖市人民政府，国务院各部委、各直属机构： |
| The Plan for Reforming the State-owned Capital Authorized Operation System is hereby issued to you for your diligent implementation. | | 现将《改革国有资本授权经营体制方案》印发给你们，请认真贯彻落实。 |
| State Council | | 国务院 |
| April 19, 2019 | | 2019年4月19日 |
| Plan for Reforming the State-owned Capital Authorized Operation System | | 改革国有资本授权经营体制方案 |
| In accordance with the decisions and arrangements of the CPC Central Committee and the State Council on deepening the reform of state-owned enterprises, in recent years, the departments and institutions that perform the duties of state-owned capital contributors (hereinafter referred to as the “contributors' representative offices”) have insisted on actively advancing the transformation of functions with a focus on capital management, and developed and strictly implemented the list of supervisory authority and responsibilities, canceled, decentralized and authorized a number of work matters, effectively enhanced supervision efficiency, and the state-owned asset management system has been continuously improved. However, it must be noted that the problems of non-separation of government functions and enterprises and non-separation of government functions and capital still exist. The boundary between powers and responsibilities of contributors' representative offices and state-funded enterprises is not clear enough, there persists an abuse, absence, or misplacement of supervision of state-owned assets, and the operation efficiency of state-owned capital needs to be further improved. The CPC Central Committee and the State Council have attached great importance to this, and it is specified at the 19th CPC National Congress that various state-owned asset management systems shall be improved and the state-owned capital authorized operation system shall be reformed. For the purposes of implementing the spirit of the 19th CPC National Congress, accelerating the reform of the state-owned capital authorized operation system, further improving the state-owned assets management system, promoting the adjustment of the state-owned economy layout structure, and creating modern state-owned enterprises full of vigor and vitality, the following plan is hereby offered. | | 按照党中央、国务院关于深化国有企业改革的决策部署，近年来，履行国有资本出资人职责的部门及机构（以下称出资人代表机构）坚持以管资本为主积极推进职能转变，制定并严格执行监管权力清单和责任清单，取消、下放、授权一批工作事项，监管效能有效提升，国有资产管理体制不断完善。但也要看到，政企不分、政资不分的问题依然存在，出资人代表机构与国家出资企业之间权责边界不够清晰，国有资产监管越位、缺位、错位的现象仍有发生，国有资本运行效率有待进一步提高。党中央、国务院对此高度重视，党的十九大明确提出，要完善各类国有资产管理体制，改革国有资本授权经营体制。为贯彻落实党的十九大精神，加快推进国有资本授权经营体制改革，进一步完善国有资产管理体制，推动国有经济布局结构调整，打造充满生机活力的现代国有企业，现提出以下方案。 |
| I. Overall requirements | | 一、总体要求 |
| (1) Guiding thoughts. Xi Jinping Thought on Socialism with Chinese Characteristics in a New Era shall be taken as the guidance, the spirit of the 19th CPC National Congress and the Second and Third Plenary Sessions of the 19th CPC Central Committee shall be comprehensively implemented, the Party's overall leadership shall be adhered to and strengthened, the socialist basic economic system shall be adhered to and improved, the direction of the socialist market economy reform shall be adhered to, the supervision of state-owned assets shall be strengthened with a focus on capital management, the functions of contributors' representative offices and the form of their performance of duties shall be transformed in an effective manner, authorization shall be integrated with supervision in a flexible and proper manner, the orderly operation of state-owned capital shall be effectively guaranteed, state-owned capital shall be driven to become stronger and bigger, the vitality, controllability, influence and risk resistance capabilities of state-owned economy shall continue to be improved, and world-class enterprises with global competitiveness shall be cultivated. | | （一）指导思想。以习近平新时代中国特色社会主义思想为指导，全面贯彻党的十九大和十九届二中、三中全会精神，坚持和加强党的全面领导，坚持和完善社会主义基本经济制度，坚持社会主义市场经济改革方向，以管资本为主加强国有资产监管，切实转变出资人代表机构职能和履职方式，实现授权与监管相结合、放活与管好相统一，切实保障国有资本规范有序运行，促进国有资本做强做优做大，不断增强国有经济活力、控制力、影响力和抗风险能力，培育具有全球竞争力的世界一流企业。 |
| (2) Basic principles | | （二）基本原则。 |
| --Adhering to the leadership of the Party. The Party's leadership over state-owned enterprises shall be adhered to and strengthened throughout the entire process and all aspects of the reform of the state-owned capital authorized operation system, and the leading role of Party organizations shall be maximized, so as to ensure that state-owned enterprises implement the policies and major decision-making arrangements of the Party and the state in a more effective manner. | | --坚持党的领导。将坚持和加强党对国有企业的领导贯穿国有资本授权经营体制改革全过程和各方面，充分发挥党组织的领导作用，确保国有企业更好地贯彻落实党和国家方针政策、重大决策部署。 |
| --Adhering to the separation of government functions and enterprises and the separation of government functions and capital. The separation of governments' public management functions and the functions of state-owned capital contributors shall be adhered to, the capital contribution relations between the government and state-owned enterprises shall be straightened out in accordance with the law, the status of state-owned enterprises as market participants shall be established in accordance with the law, and the government's direct intervention in market activities shall be minimized. | | --坚持政企分开政资分开。坚持政府公共管理职能与国有资本出资人职能分开，依法理顺政府与国有企业的出资关系，依法确立国有企业的市场主体地位，最大限度减少政府对市场活动的直接干预。 |
| --Adhering to specific powers and responsibilities and categorized authorization. The government shall authorize contributors' representative offices to perform the duties of capital contributors in state-funded enterprises according to the proportion of capital contribution, and scientifically define the boundary of powers and responsibilities of contributors' representative offices. State-owned enterprises shall enjoy complete legal person property rights and full operation autonomy, and assume the responsibility of maintaining and increasing the value of state-owned assets. According to the actual situation of enterprise development such as function positioning, governance capability, and management level, among others, state-owned enterprises shall be given categorized authorization under the principle of one policy for one enterprise, so as to ensure that rights and responsibilities are equal and dynamic adjustments are made. | | --坚持权责明晰分类授权。政府授权出资人代表机构按照出资比例对国家出资企业履行出资人职责，科学界定出资人代表机构权责边界。国有企业享有完整的法人财产权和充分的经营自主权，承担国有资产保值增值责任。按照功能定位、治理能力、管理水平等企业发展实际情况，一企一策地对国有企业分类授权，做到权责对等、动态调整。 |
| --Adhering to the combination of decentralization with appropriate control and improving the mechanism. The functions of and form of performance of duties by contributors' representative offices shall be accelerated, inventory management and interim and ex post supervision shall be strengthened, and powers shall be delegated adequately and supervision shall be exercised in an effective manner. A uniform and standardized state-owned assets supervision system shall be established, regulatory matters shall be streamlined, regulatory priorities shall be specified, regulatory means shall be innovated on, and supervision shall be improved, so as to prevent the loss of state-owned assets, and ensure the preservation and appreciation of state-owned assets. | | --坚持放管结合完善机制。加快调整优化出资人代表机构职能和履职方式，加强清单管理和事中事后监管，该放的放权到位、该管的管住管好。建立统一规范的国有资产监管制度体系，精简监管事项，明确监管重点，创新监管手段，提升监管水平，防止国有资产流失，确保国有资产保值增值。 |
| (3) Major objectives. Contributors' representative offices shall accelerate the transformation of functions and form of performance of duties, and effectively reduce the administrative intervention in state-owned enterprises. State-owned enterprises shall establish standardized board of directors in accordance with the law, and the functions and powers of the board of directors shall be effectively implemented. More qualified central enterprises shall be included in the pilot program for state-owned capital investment and operation companies, and enterprises shall be granted more operation autonomy. By 2022, the state-owned capital authorized operation system that is compatible with the modern state-owned enterprise system with Chinese characteristics shall be basically established. The rights and responsibilities of contributors' representative offices and state-funded enterprises shall be clearly defined, the authorization and decentralization mechanism shall be operated in an effective manner, and for the supervision of state-owned assets, complete rules, unified standards, and standard, online, precise and powerful management shall be realized, and the vitality, creativity, market competitiveness and risk prevention and control capabilities of state-owned enterprises shall be significantly enhanced. | | （三）主要目标。出资人代表机构加快转变职能和履职方式，切实减少对国有企业的行政干预。国有企业依法建立规范的董事会，董事会职权得到有效落实。将更多具备条件的中央企业纳入国有资本投资、运营公司试点范围，赋予企业更多经营自主权。到2022年，基本建成与中国特色现代国有企业制度相适应的国有资本授权经营体制，出资人代表机构与国家出资企业的权责边界界定清晰，授权放权机制运行有效，国有资产监管实现制度完备、标准统一、管理规范、实时在线、精准有力，国有企业的活力、创造力、市场竞争力和风险防控能力明显增强。 |
| II. Optimizing the form of performance of duties by contributors' representative offices | | 二、优化出资人代表机构履职方式 |
| The State Council shall authorize the State-owned Assets Supervision and Administration Commission, the Ministry of Finance and other departments and institutions to serve as contributors' representative offices to perform the duties of capital contributors to state-funded enterprises. As the authorization entity, contributors' representative offices must scientifically define functions and position, accelerate the transformation of form of performance of duties, and authorize and decentralize powers to state-funded enterprises according to equity relations. | | 国务院授权国资委、财政部及其他部门、机构作为出资人代表机构，对国家出资企业履行出资人职责。出资人代表机构作为授权主体，要依法科学界定职责定位，加快转变履职方式，依据股权关系对国家出资企业开展授权放权。 |
| (1) Implementing list management. The list of supervisory authority and responsibilities of contributors' representative offices shall be prepared and issued. Enterprises shall independently make decisions on the matters outside the list in accordance with the law, and for the matters on the list, approval or advance recordation shall be significantly reduced. The matters on which independent business decisions shall be made by enterprises in accordance with the law shall be assigned to enterprises, and the management matters extending to subsidiary enterprises shall be assigned to parent enterprises in principle, the management by enterprises' management personnel and functional departments shall not be interfered with in principle, and public administration functions undertaken as cooperators shall be assigned to relevant government departments and entities. | | （一）实行清单管理。制定出台出资人代表机构监管权力责任清单，清单以外事项由企业依法自主决策，清单以内事项要大幅减少审批或事前备案。将依法应由企业自主经营决策的事项归位于企业，将延伸到子企业的管理事项原则上归位于一级企业，原则上不干预企业经理层和职能部门的管理工作，将配合承担的公共管理职能归位于相关政府部门和单位。 |
| (2) Strengthening regulation constraints. Companies' bylaws shall be developed in accordance with laws and regulations under the principle of one policy for one enterprise, the rights and responsibilities of contributors' representative offices, shareholders' meeting, Party organizations, the board of directors, the management and employees' congress shall be regulated, and all governance bodies shall be boosted in exercising rights and performing obligations in strict accordance with the company's bylaws, and the basic role of companies' bylaws in corporate governance shall be maximized. | | （二）强化章程约束。依法依规、一企一策地制定公司章程，规范出资人代表机构、股东会、党组织、董事会、经理层和职工代表大会的权责，推动各治理主体严格依照公司章程行使权利、履行义务，充分发挥公司章程在公司治理中的基础作用。 |
| (3) Playing the role of directors. Contributors' representative offices shall mainly reflect the will of capital contributors through directors, and assign directors to state-funded enterprises or nominate candidates for directors according to equity relations, regulate the rights and responsibilities of directors, specify work objectives and priorities, and establish a communication platform between contributors' representative offices and directors, establish and improve directors' talent pool and the mechanism for the selection and appointment, assessment and training of directors, and improve the systems of reports on directors' performance of duties and annual work reports of the board of directors. | | （三）发挥董事作用。出资人代表机构主要通过董事体现出资人意志，依据股权关系向国家出资企业委派董事或提名董事人选，规范董事的权利和责任，明确工作目标和重点；建立出资人代表机构与董事的沟通对接平台，建立健全董事人才储备库和董事选聘、考评与培训机制，完善董事履职报告、董事会年度工作报告制度。 |
(4) Innovating on supervision methods. Contributors' representative offices shall, based on the classification of enterprises' functions, conduct categorized management of and authorize and decentralize powers to state-funded enterprises in a categorized manner, effectively change the administrative modes of performance of duties, reduce approval items, reinforce interim and ex post supervision, fully utilize information means to reduce enterprises' work burden, and continuously enhance supervision efficiency.
．．．．．． | | （四）创新监管方式。出资人代表机构以企业功能分类为基础，对国家出资企业进行分类管理、分类授权放权，切实转变行政化的履职方式，减少审批事项，强化事中事后监管，充分运用信息化手段，减轻企业工作负担，不断提高监管效能。
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