Chapter One: General Principles
Article 1
To further promote the integrity of company leadership, standardize decision-making behavior, improve decision-making quality, prevent decision-making risks, ensure scientific development of the enterprise, and achieve the preservation and appreciation of state-owned assets, these measures are formulated based on the "Company Law of the People's Republic of China," "Regulations on the Integrity of Leaders of State-owned Enterprises," "Opinions on Further Promoting the Implementation of the 'Three Major Decisions' System in State-owned Enterprises" (Zhongbanfa [2010] No. 17), the Articles of Association of Nanjing Port Co., Ltd., and other relevant laws and regulations, combined with the actual situation of the company.
Article 2
The "Three Major Decisions" refer to significant corporate decisions, important personnel appointments and removals, major project arrangements, and large-scale financial operations. Significant decisions are those that must be made by the shareholders' meeting, party committee, board of directors, general manager's office, or employee representative assembly according to relevant laws, regulations, and the company's articles of association. Important personnel appointments refer to adjustments of middle management and other personnel directly managed by the company. Major project arrangements refer to projects that significantly impact the company's asset scale, capital structure, resource allocation, profitability, production equipment, and technological status.
Article 3
Decisions on "Three Major Decisions" must adhere to the following principles:
- Legal Decision-making: Must comply with national laws, party regulations, and company rules to ensure legality and compliance.
- Standardized Decision-making: Decisions must be made based on responsibilities, authority, and procedural rules, and matters requiring approval by the shareholders' meeting, party committee, board of directors, general manager's office, or employee representative assembly must be studied and decided through the corresponding meeting formats.
- Democratic Decision-making: Fully promote democracy, widely solicit opinions, and prevent arbitrary personal decisions.
- Scientific Decision-making: Sufficient research and demonstration should be conducted before decisions, and expert evaluations, technical consultations, decision assessments, and public announcements should be carried out as necessary.