深入推进国企改革三年行动,完善董事会建设是重点,而专职外部董事建设又是落实董事会职权、构建高效董事会的重要抓手。设立和推进专职外部董事对于完善董事会结构、提升董事专业治理能力具有重要意义。本文结合国企已经开展的专职外部董事管理工作,总结提出了国企改革三年行动中形成的专职外部董事管理的“四位一体”组织模式,在该组织模式下电力央企中国华能集团实施了专职外部董事在制度构建、职责定位、选任程序、履职培训、考核激励、退出机制全方位的实践探索内容,为国企集团内部进一步深入推进专职外部董事管理提供参考和有益借鉴。
<<To further promote the three-year action of SOE reform,it is the key to improve the construction of the board of directors. The construction of full-time outside directors is an important grasp to implement the board of directors’ mandate and build an efficient board of directors. The establishment and promotion of full-time external directors is important to improve the structure of the board of directors and enhance the professional governance ability of directors. This article summarizes the “four-in-one” organizational model of full-time external director management developed during the three-year reform of state-owned enterprises,taking into account the management of full-time external directors already carried out by state-owned enterprises,and proposes the “four-in-one” organizational model under which China Huaneng Group,a central power enterprise,has implemented a comprehensive system of full-time external directors in terms of system construction,responsibility positioning,selection and appointment procedures,performance training,evaluation and incentive,and exit mechanism. Under this organizational model,China Huaneng Group has implemented a full range of practical exploration of the system structure,responsibility positioning,selection and appointment procedures,performance training,assessment and incentive,and exit mechanism,which provides a reference and useful reference for further promoting the management of full-time external directors in state-owned enterprises.
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