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【Management Topics】STRENGTHEN LEGAL AND COMPLIANCE MANAGEMENT PROMOTE THE VALUE OF COMPANY ——ZHAO K

Standard Operation as the Base  Personally Practice Legal Compliance

"For listed companies, compliance management has long been beyond its literal meaning, it is closer to a broad sense of value management, compliance is the foundation or means, but not the ultimate goal, what is more important is to promote development and create values by compliance." Manager Zhao tells us that in the year of management, internally, the company has formulated management system and delivered the latest market trends, supervise the compliance of strategy programs and scientific of strategy contents and prevent risks with various measures to continuously enhance internal values of the company; eternally, the company ensures the communications with regulatory agencies such as CSRC and exchanges, follow the latest regulatory news and correct potential risks in time, at the same time, communicate with investors actively and share enterprise information to the market timely and rationally to give investors an accurate understanding of the company's real information and continuously enhance the company's market value.

Good System Raises Efficiency  Scientific Decision-Making Adds Value

"Nothing can be accomplished without norms and standards, good corporate governance, first of all, depend on a good system design." Manager Zhao mentions that after the Development Conference, the company has set up a modern corporate governance system and an internal control system, as well as a sound board system, and an institutional system with "Articles of Association" as the core, three-session discussion rule, detailed implementation rules of board special committees, independent directors, general manager, secretaries working rules and other systems as the support, related transactions, external guarantees, foreign investment and information disclosure as the focus, it has been clarified that the authority and management requirements of corporate governance, operation, management and other aspects to ensure the operation of the board is evidence able and standardized operation. The formulation of all systems, after being approved by the board of directors or the competent authority and came into implementation, the board of directors will supervise the implementation of the system with relevant departments of the company to improve the quality and efficiency of corporate governance.

Three-session operation is the base.

"We are urging board of directors and each special committee of board of supervisors to play the role as the bridge and the link between board of directors and executive level to realize governance information sharing by delivering the intention of board, supervising executive level to implement the decision of board and revealing risks," Manager Zhao indicates, "members of the board are constructed rationally so that independent directors can voice for minority shareholders and prevent insiders controlling the situation. "

Investment strategy is the core.

"At the institutional level, we have established 'Corporate Investment and Asset Disposal Management System' to unified plan, classified manage and step-by-step authorize investment and asset disposal and set up different approval processes and decision-making authority according to the nature and quota of investment and asset disposal projects." Manager Zhao adds, after the acquisition of Sylvania, the company the company adopted a line control mode for overseas business, asking overseas companies must report investment decisions to the headquarters and strictly following the company's decision-making process before the specific implementation. In this way, it not only ensures the consistency of the overall strategy of the company, but also helps the company timely disclose the major business situation of the overseas companies and avoid the omission of information disclosure.

Introduce "Regulations" and "System"   Prevent Compliance Risks

In the year of 2014 and 2016, the company successively completed two major asset restructuring and was facing the integration problems of state versus private capital and local versus international, "Effective compliance management will help the merged enterprises to quickly adapt to the company's various systems, rules and processes and speed up the company's integration progress to play a synergistic effect as soon as possible after mergers and acquisitions." Manager Zhao remarks that the company has continuously deepened cognition in relation transactions and inside information management this year and has developed countermeasures to prevent the occurrence of compliance risks.

"In order to strengthen the compliance management of related transactions, we have formulated and improved 'Related Transactions Regulations'." The "Related Transactions Regulations", Manager Zhao mentions, stipulates the identified standards of related parties and related transactions, related personnel reporting procedures, the disclosure and decision-making procedures of related transactions, related transaction pricing, what contents should be disclosed of related parties and related transactions and so on, and to ensure the legality and compliance of relevant transaction procedures and the fairness of prices by managing the classification of related transactions which are essential for the company's daily necessities, preparing related transaction budget every year and carrying out annual special audit of related transactions.

Inside information management is also an important aspect of preventing corporate compliance risks, the company has formulated and improved "Feilo Acoustics Inside Information and Insider Management System", making registration and record while relevant personnel learning the inside information, after the registration materials are verified by manager sectaries, they should be submitted to regulatory authorities in accordance with the regulations. In order to prevent the company from disclosing insider information in external propaganda, enhancing the audit of company news report and brokerage research report to prevent sensitive information and inside information from being disclosed by public notice in the form of news report and effectively avoid the occurrence of "news report instead of information disclosure".

Information Disclosure "Has Temperature"  External Relations Heats Up Again

"We need to communicate with investors, researchers, exchanges, regulators, media and related institutions to help the market and investors find the company's potential value and future prospects and enhance the company's market value."

How to implement this kind of external relations?

In the year of management, the company has adopted a variety of ways to maintain market value and relations with investor, including daily information disclosure, regular reporting and performance communication, reverse road show, media promotion, participation in industry seminars, institutional strategy and so on. After releasing important reports like annual report and semi-annual report, the company will take the initiative to invite institutional investors, researchers for buyers and sellers, fund managers to take part in meetings of exchange to conduct face-to-face communication on issues of general concern.

"Information disclosure is the most important window for investors to understand listed companies and also the most important bridge for listed companies to release information."

Manager Zhao compares information disclosure as the window and bridges for listed companies, but at the same time, she also believes that although information disclosure of listed companies is subject to various rules and guidelines, it is not rigid or vapid, information disclosure, is more like an art. "In the year of management, we have adopted a voluntary information disclosure approach, which is seizing the key after fully digesting the company's various complicated information and quickly responding to market and business concerns, to do the information disclosure 'with temperature' and help investors understand the Feilo Acoustics behind stock code." Manager Zhao says, "This approach can convey the company's information to investors more comprehensively and clearly, which will enhance the transparency of the company's business information and boost investor confidence."

In the meanwhile, the company also strengthened management of media relations, to control the guidance of public opinion through maintaining good communication with the media, when the company has negative reports, we can communicate with the media initiatively and effectively to defuse the crisis, maintain company image and stabilize the market value; the company attaches great importance to the maintenance of the relationship between regulators and maintains effective communication with the SFC, the SASAC and other regulators to lay the foundation for the successful approval and implementation of the major investment matters of the company.

In the year of management, the vitality of Feilo Acoustics is constantly bursting and the normative requirements of corporate governance will continue to improve. However, it is far more than enough if compliance management only relies on Secretary Office, Strategy & Investment Department and Legal Department, This management concept must be penetrated into all aspects of company business, starting from the source to enhance the consciousness of standard operation and strictly enforce rules and regulations, important matters are timely reported, inside information is stringent confidentiality and major decisions are severely following procedures, on the basis of compliance, constantly practice internal strength of the company and in virtue of external capital market to achieve the overall value of the company.


Note:

1, According to "Investment and Asset Disposal Management System", all foreign investment projects (including overseas) can only be implemented after the agreements of shareholders' general meeting, the board of directors and the general managers within their respective powers. The relevant project leaders shall submit project reports, feasibility study reports and other materials to Strategy & Investment Department in time to carry out relevant approval processes.

2, According to "Information Disclosure Management Measures", when it is appearing or occurring or will occur matters that have great impact on company, the relevant personnel who have the obligation to report shall promptly report relevant information to the office of the board and the secretary to the.

3, According to "Legal Disputes Management Regulations", the major cases of subsidiaries should promptly report to the headquarters and the progresses should be reported in a timely manner.