Guiding opinions on promoting information disclosure of central enterprises (gzf [2016] No. 315)

Central enterprises:

In order to implement the guiding opinions of the CPC Central Committee and the State Council on deepening the reform of state owned enterprises (ZF [2015] No. 22), improve the corporate governance system and actively accept social supervision, the following opinions are put forward on promoting the information disclosure of central enterprises.

1、 General requirements

（1） Guiding ideology.

With the goal of promoting the lawful and compliant operation of central enterprises and improving the level of corporate governance, and focusing on establishing and improving the information disclosure system and mechanism of central enterprises, we will actively and steadily promote the information disclosure work of central enterprises, and strive to create a central enterprise under the rule of law and a sunshine central enterprise that meets the needs of marketization, modernization and internationalization.

（2） Basic principles.

——Adhere to laws and regulations. Strictly follow laws, regulations and relevant provisions, establish and improve the information disclosure system of central enterprises, and promote the institutionalization and standardization of the information disclosure work of central enterprises. According to different types of enterprises, the contents, methods, scope and procedures of information disclosure shall be determined according to law, and the security of state secrets and trade secrets shall be strictly protected.

——The content is true and accurate. Ensure that the information disclosed by the central enterprises is true, accurate and timely, without false records, misleading statements or major omissions.

——Positive and steady progress was made. Based on responding to the concerns of regulatory agencies and the public, we will actively explore effective ways of information disclosure for central enterprises, adhere to the principle of piloting first, summing up experience, and making steady progress to ensure effective results.

——Strictly implement responsibilities. In accordance with the requirements of "who forms, who makes public, who makes public, who is responsible", the central enterprise information disclosure responsibility system shall be established. As the main body responsible for the information disclosure of the enterprise, the central enterprise is responsible for organizing the information disclosure of the enterprise and its affiliated enterprises. The state owned assets supervision and Administration Commission of the State Council is responsible for guiding and supervising the information disclosure of central enterprises.

（3） Work objectives.

By 2020, the information disclosure system and working mechanism of central enterprises will be basically sound, the work process of information disclosure will be standardized and orderly, the level of institutionalization, standardization and informatization will be significantly improved, the consciousness of consciously accepting social supervision will be generally strengthened, and the public's right to know and supervise the maintenance and appreciation of the state-owned capital of central enterprises will be guaranteed.

2、 Main tasks

（4） Comprehensively sort out the requirements of enterprise information disclosure. In accordance with the company law, the securities law, the state owned Assets Law of enterprises, the Interim Regulations on enterprise information publicity and other laws and regulations, as well as the reform documents of state-owned enterprises, and in combination with the nature of the enterprise and the characteristics of the industry in which it is located, the regulations and requirements on information disclosure of different enterprises are comprehensively sorted out. Listed companies affiliated to central enterprises shall make information public in accordance with the relevant regulations on information disclosure of listed companies; Non listed enterprises shall disclose the enterprise information that provides social public services and involves the vital interests of the public, as well as the enterprise information that should be disclosed according to laws and regulations.

（5） Determine the content of information that is actively disclosed according to law. The contents of information disclosure of central enterprises shall include: basic information of enterprises such as industrial and commercial registration; Corporate governance and management structure, important personnel changes, and the remuneration level of the company's principals; The main financial conditions and operating results of the enterprise, and the maintenance and appreciation of state-owned capital; The results of major restructuring and reorganization of the enterprise; Transfer enterprise property rights and capital increase through the property rights market; Rectification of supervision and inspection problems, development of major emergencies and emergency response required by relevant departments according to law; The enterprise's performance of social responsibility; Other information that should be actively disclosed according to laws and regulations.

（6） Strictly standardize the working procedures for information disclosure. Establish and improve the information disclosure work system and process of central enterprises, and clarify the work responsibilities and work procedures of relevant departments such as the formation, review and approval of the information disclosed by enterprises; Refine the content, scope, form, time limit and filing requirements of information disclosure, and disclose enterprise information in a standardized and orderly manner.

（7） We will strengthen the confidentiality review of information disclosure. Attach importance to strengthening the confidentiality review of central enterprises before information disclosure, clarify the responsibilities and procedures of confidentiality review, and properly handle the relationship between information disclosure and confidentiality. The information disclosed by the enterprise shall not involve state secrets, trade secrets and personal privacy, nor endanger national security, public security, economic security and social stability. For those that should be kept confidential according to law, we must do a good job in confidentiality.

（8） Carry out risk assessment of information disclosure. We will conscientiously carry out risk assessment on information disclosure of central enterprises, study and judge the impact and risks of information disclosure in advance, and formulate corresponding prevention, resolution and response plans. In combination with the actual situation of the enterprise, study and determine the boundary and scope of information disclosure and information sharing, and define the information content that the enterprise does not disclose (exempt from disclosure) according to law. If the disclosure may damage the legitimate rights and interests of a third party, the consent of the third party shall be obtained before the disclosure; However, if the non disclosure may have a significant impact on public interests, it shall be made public, and the third party shall be informed in writing of the contents and reasons of the information decided to be made public.

（9） We will improve the carriers and forms of information disclosure. In combination with the actual situation of central enterprises, select appropriate disclosure forms for different information, including the enterprise's website, newspapers, Weibo, wechat, client and other new media, government websites of relevant competent departments, press conferences, corporate social responsibility reports, etc. The portal website of central enterprises shall set up information disclosure columns in a timely manner, link with the government websites of relevant competent departments as required, and enhance the timeliness and authority of information release.

3、 Safeguard measures

（10） Strengthen organizational leadership. We should fully understand the importance and necessity of information disclosure in central enterprises, enhance the awareness of information disclosure, strengthen the organization and leadership, appoint a person in charge of the enterprise to take charge of information disclosure, put information disclosure on the important agenda, regularly study major issues of information disclosure, and actively and steadily deploy and promote relevant work.

（11） Improve the working mechanism. Establish and improve the working mechanism of information disclosure of central enterprises, define the leading departments and main responsibilities, and allocate corresponding staff. The enterprise office, the office of the board of directors, human resources, news and publicity, finance, confidentiality, law, informatization and other departments should cooperate closely, take practical and effective measures, form a working force, and ensure that the work of information disclosure is carried out in a standardized and orderly manner.

（12） Improve the quality of the team. Organize and carry out various forms of information disclosure education and training and business research, constantly enhance the professional quality of information disclosure staff of central enterprises, and cultivate and improve their ability to grasp policies, release information, solve doubts and solve doubts, study and judge public opinions, and respond and guide.

（13） Promote the construction of carriers. We will strengthen the construction of new media such as central enterprise portals, microblogs, wechat, and clients, unblock public information channels, improve functions, and enhance content and technical support; We will improve the press spokesman system and constantly improve the quality and level of the website's active disclosure, press conferences and corporate social responsibility reports.

（14） Attach importance to publicity and guidance. We will strengthen the publicity and guidance of the information disclosure work of central enterprises, organize business training, seminars and exchanges, and enhance the awareness of relevant staff of enterprises to actively disclose information to the public according to law. The state owned assets supervision and Administration Commission of the State Council has strengthened its guidance and guidance on the information disclosure work of central enterprises, organized and carried out pilot projects and experience exchanges on the information disclosure work, guided by typical examples, and led from point to point.

（15） Strengthen supervision and accountability. Supervise the information disclosure work of central enterprises in a timely manner, and severely criticize and publicly notify those who fail to fulfill the obligation of active disclosure or fail to make disclosure as required; Those who practice fraud, conceal the truth and deceive the public, causing serious social impact, shall be ordered to correct, eliminate the negative impact, and the relevant units and personnel shall be investigated for responsibility according to law.

The SASAC of all provinces (autonomous regions and municipalities) may refer to these opinions to guide the funded enterprises to carry out information disclosure.

SASAC

December 30, 2016