Report on the work of independent directors in 2021
In September 2021, the board of directors of Cnfc Overseas Fisheries Co.Ltd(000798) (hereinafter referred to as “the company”) completed the change of office. During the performance of duties in 2021, Mr. Xiao Jinquan, Mr. Zheng Hongtao, Ms. Zhou Junli and Mr. Xiao Jinquan, Mr. Ma Zhankun and Mr. Gu Ke, the independent directors of the seventh board of directors and the eighth board of directors, were in strict accordance with the company law, the listing and trading rules of Shenzhen stock exchange, the articles of association and the relevant rules and regulations of independent directors In accordance with the principle of independence and impartiality, he attended relevant meetings of the company on time, carefully considered various proposals of the board of directors, actively performed regulatory responsibilities, gave full play to his professional knowledge and expressed objective and impartial independent opinions when considering major matters of the company, which played an important role in protecting the interests of shareholders and improving the value of the company. The performance of duties in 2021 is briefly reported as follows:
1、 Annual performance
1. Participation in the meeting
During the reporting period of 2021, the company held 11 meetings of the board of directors and 4 meetings of the general meeting of shareholders. The attendance of independent directors at the board meeting is as follows:
The name of the director shall participate in the actual participation. Is there two consecutive absences
No. of meetings no. of seats no. of meetings not attended in person
Xiao Jinquan 11 0 0 0 no
Zheng Hongtao 8 8 0 0 no
Zhou Junli 8 800 no
Ma Zhankun 3 300 no
Gu Ke 3 0 0 0 no
During the performance of their duties, the independent directors carefully reviewed all the proposals considered at the meeting of the board of directors, exercised their voting rights independently, objectively and prudently, and voted in favour of all the proposals. At the same time, combined with its own professional knowledge, it puts forward reasonable suggestions for the development of the company, which improves the scientificity of the strategic decision-making process of the board of directors.
2. Expression of independent opinions
During the performance of duties in 2021, the independent directors carefully listened to the reports of the company’s management and relevant personnel on the company’s operation and management, the construction and implementation of internal control system, fully communicated and exchanged according to the relevant materials provided by the company, put forward professional opinions and suggestions, and exercised their voting rights independently, objectively and prudently, and made comments on the company’s annual report, semi annual report The company’s funds occupied by the controlling shareholders and other related parties, the special description of the company’s external guarantees, the company’s related party transactions, the renewal of loans from the controlling shareholders, the general election of the board of directors, the appointment of senior managers of the company, the non-public offering of shares and related matters have expressed independent opinions and prior approval opinions.
The company’s decision-making procedures comply with the relevant provisions of the company law, the articles of association and the stock listing rules of Shenzhen Stock Exchange, and safeguard the interests of shareholders and investors.
2、 Performance of professional committees of the board of directors
Since the board of directors of the company completed the change of office in September 2021, the changes of the members of the special committee of the board of directors are as follows:
Members of the 7th special committee of the board of directors of the company:
Strategy Committee: Xiao Jinquan, Zheng Hongtao, Zhou Junli, Zong Wenfeng, ye Shaohua
Audit and risk control committee: Xiao Jinquan, Zheng Hongtao, Zhou Junli, Liu Zhenshui
Remuneration and assessment committee: Xiao Jinquan, Zheng Hongtao, Zhou Junli, ye Shaohua
Nomination Committee: Xiao Jinquan, Zheng Hongtao, Zhou Junli, Zong Wenfeng, ye Shaohua
Members of the 8th special committee of the board of directors of the company:
Strategy Committee: Xiao Jinquan, Ma Zhankun, Gu Ke, Zong Wenfeng, ye Shaohua
Audit and risk control committee: Xiao Jinquan, Ma Zhankun, Gu Ke, Liu Zhenshui
Remuneration and assessment committee: Xiao Jinquan, Ma Zhankun, Gu Ke
Nomination Committee: Xiao Jinquan, Ma Zhankun, Gu Ke, Zong Wenfeng, ye Shaohua
In accordance with the relevant provisions of the company law, the guidelines for the governance of listed companies, the articles of association and the detailed rules for the implementation of the professional committees of the board of directors, the specific work of the two special committees during the performance of their duties in 2021 is as follows:
1. Strategy Committee
The strategy committee of the board of directors of the company actively discussed the company’s development strategy, major investment direction and other issues, and provided suggestions for the optimization decision of the company’s 14th five year plan strategy, which is conducive to promoting the healthy and stable development of the company.
2. Audit and risk committee
The audit and risk committee of the board of directors of the company made comments on the related party transaction proposal on replacing the financial audit institution and internal control audit institution, renewing the funds from the controlling shareholders, the annual report and semi annual report, the company’s internal control evaluation report, the internal control audit report, the annual work plan of internal control The company’s proposal on renewing the appointment of an accounting firm and other proposals were specially communicated with the audit institution, carefully deliberated and unanimously adopted.
3. Salary and assessment committee
Of the remuneration and assessment committee of the board of directors on the senior management of the company in 2021
The performance and salary were reviewed and considered to be in line with the relevant provisions of the company’s performance assessment and salary management.
4. Nomination Committee
The nomination committee of the board of directors of the company conducted a prior review on matters such as the election of non independent directors and independent directors and the appointment of senior managers of the company in 2021, and the independent directors expressed independent opinions.
3、 Work on protecting the rights and interests of investors
The independent directors of the company give full play to their role in corporate governance. In order to better protect the interests of all investors, especially small and medium-sized shareholders, uphold the objectivity and scientificity of independent directors’ decision-making, carefully review the proposals that need to be considered by the board of directors, exercise their voting rights independently, objectively and prudently, and actively promote the sustainable and healthy development of the company. Meanwhile, the company’s independent directors attach great importance to the company’s major investment and other issues, pay attention to the needs of minority shareholders, respect the opinions and suggestions of minority shareholders, and promote the company to further improve the standard operation level. In addition, the independent directors of the company also timely grasp the regulatory dynamics and continuously improve the ability to protect the interests of investors by participating in training and learning.
4、 Other
During the performance period of independent directors in 2021, there is no independent director proposing to convene the board of directors or the extraordinary general meeting of shareholders, and there is no independent engagement of external audit institutions and consulting institutions.
The independent directors of the company will, in strict accordance with their duties required by laws and regulations, continue to perform their duties diligently, adhere to the principles of independence, objectivity and impartiality, earnestly safeguard the legitimate rights and interests of all shareholders, especially minority shareholders, and continue to make positive contributions to the compliant operation and stable development of the company. It is hereby reported.
Xiao Jinquan, Zheng Hongtao, Zhou Jun, Lima Zhan Kun, Gu Ke, February 9, 2022
