Anhui Xinbo Aluminum Co.Ltd(003038)
Self evaluation report on internal control in 2021
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements (hereinafter referred to as the enterprise internal control normative system), combined with the internal control system and evaluation methods of Anhui Xinbo Aluminum Co.Ltd(003038) (hereinafter referred to as “the company” or “the company”), on the basis of daily and special supervision of internal control, We evaluated the effectiveness of the company’s internal control on December 31, 2021. 1、 Important statement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this report, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
It is the responsibility of the board of directors and management of the company to establish, improve and effectively implement internal control. The objective of the company’s internal control is to reasonably ensure the legal compliance of enterprise operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the realization of enterprise development strategy.
Due to the inherent limitations of internal control, it can only provide reasonable assurance to achieve the above objectives. In addition, as changes in circumstances may lead to inappropriate internal control or reduced compliance with control policies and procedures, there is a certain risk to speculate the effectiveness of internal control in the future according to the internal control evaluation results. The company has an inspection and supervision mechanism for internal control. Once internal control defects are identified, the company will take corrective measures immediately.
2、 Internal control evaluation conclusion
According to the identification of major defects in the company’s internal control over financial reporting, there are no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. The board of Directors believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations. According to the identification of major defects in the company’s internal control over non-financial reports, the company has no major defects in the company’s internal control over non-financial reports on the benchmark date of the internal control evaluation report.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
3、 Internal control evaluation
(I) basis of internal control evaluation
In order to ensure the normal operation of the company’s business activities, protect the safety and integrity of assets and realize the business objectives, the company has gradually established and improved the company’s internal control system in accordance with the requirements of relevant laws, regulations and rules such as the company law, the securities law, the accounting law and the basic norms of enterprise internal control, and in combination with the actual situation of the company, The design and provisions of relevant systems are reasonable and effective. The operation and management of the company has clear authorization and audit procedures, and relevant departments and personnel can strictly follow and implement various systems.
(II) principles of internal control evaluation
1. The principle of comprehensiveness. Internal control shall run through the whole process of decision-making, implementation and supervision, covering various businesses and matters of the company and its subsidiaries.
2. Principle of importance. Internal control should pay attention to important business matters and high-risk areas on the basis of comprehensive control.
3. Principle of checks and balances. Internal control should form the role of mutual restriction and mutual supervision in the aspects of governance structure, institutional setting, distribution of rights and responsibilities, business process, etc., while taking into account the operation efficiency.
4. Principle of adaptability. The internal control shall adapt to the company’s business scale, business scope, competition and risk level, and shall be adjusted in time with the changes of the situation.
5. Cost benefit principle. Internal control should weigh the implementation cost and expected benefits to achieve effective control at an appropriate cost.
(III) scope of internal control evaluation
According to the risk oriented principle, the company determines the units, main businesses and matters and high-risk areas included in the evaluation scope. The units included in the evaluation scope include the company and its wholly-owned subsidiaries. The total assets of the units included in the evaluation scope account for 100.00% of the total assets in the company’s consolidated financial statements, and the total operating revenue accounts for 100.00% of the total operating revenue in the company’s consolidated financial statements.
(IV) internal control environment
1. Organizational structure of the company’s internal control
(1) General meeting of shareholders of the company. In accordance with the company law, securities law and other laws, regulations, normative documents and relevant provisions of the articles of association, the rules of procedure of Anhui Xinbo Aluminum Co.Ltd(003038) general meeting of shareholders are formulated. The rules of procedure clearly stipulate the rights and obligations of shareholders, the functions and powers of the general meeting of shareholders, the convening and notification of the general meeting of shareholders, the proposal of the general meeting of shareholders, the convening of the general meeting of shareholders, the resolutions of the general meeting of shareholders and the implementation of the resolutions, and provide a basis for the standardized operation of the general meeting of shareholders of the company.
(2) The board of directors of the company. The Anhui Xinbo Aluminum Co.Ltd(003038) rules of procedure of the board of directors are formulated in accordance with the requirements of the company law, the securities law, the guidelines for the governance of listed companies, other relevant laws, regulations and the articles of association. The rules of procedure clarify the powers and obligations of the company’s directors, the board of directors, the chairman, the convening and notification of the board of directors, the meetings and records of the board of directors, and ensure the standardized operation of the board of directors. The board of directors has set up special committees and formulated working rules including strategy committee, nomination committee, audit committee and remuneration and assessment committee. These rules stipulate the composition and responsibilities of each special committee. In addition, the company has also formulated the Anhui Xinbo Aluminum Co.Ltd(003038) working rules for the Secretary of the board of directors and the Anhui Xinbo Aluminum Co.Ltd(003038) appointment and discussion system for independent directors, which stipulate the appointment, powers and obligations of the Secretary of the board of directors and independent directors. The formulation and effective implementation of these systems ensure the standardized operation of the board of directors and improve the legitimacy, compliance and rationality of the decision-making behavior of the board of directors. (3) The board of supervisors of the company. In accordance with the provisions of the company law, the securities law, the guidelines for the governance of listed companies and the articles of association, the company has formulated the rules of procedure of the Anhui Xinbo Aluminum Co.Ltd(003038) board of supervisors. The rules of procedure clearly stipulate the responsibilities of supervisors, the functions and powers of the board of supervisors, the functions and powers of the chairman of the board of supervisors, the meetings of the board of supervisors, the convening and notification of meetings, resolutions and records, etc. The formulation and effective implementation of the rules have standardized the establishment of internal institutions and discussion procedures of the board of supervisors, clarified the responsibilities and authorities of the board of supervisors, ensured the independent exercise of the functions and powers of the board of supervisors according to law, and improved the work efficiency and scientific level of decision-making of the board of supervisors.
(4) Management of the company. The Anhui Xinbo Aluminum Co.Ltd(003038) general manager’s work rules are formulated in accordance with the company law and other laws and regulations as well as the relevant provisions of the articles of association. The system makes clear provisions on the functions and powers of the company’s general manager, general manager meeting, approval authority, etc. in order to further standardize the functions and powers of the company’s general manager, standardize the company’s operation and management, ensure that the company’s general manager exercises the management functions and powers according to law, promote the company’s managers to improve the level of operation and management, and protect the rights and interests of shareholders The interests of the company and the legitimate rights and interests of employees are protected from infringement.
(5) Independent directors. According to the relevant requirements of China Securities Regulatory Commission, the company has formulated the Anhui Xinbo Aluminum Co.Ltd(003038) independent director appointment and discussion system, which specifies the qualifications, terms of reference and functions to be performed by independent directors in detail.
The independent directors of the company have the necessary knowledge base to perform their duties, comply with the relevant provisions of the China Securities Regulatory Commission, and can perform the duties of independent directors in the decisions of the board of directors, including expressing independent opinions on major related party transactions and external guarantees, the company’s development strategy and decision-making mechanism, the appointment and dismissal of senior managers and other matters, Play the role of independent directors.
2. Internal audit supervision system
The board of supervisors of the company shall exercise its functions and powers in accordance with the rules of procedure of the Anhui Xinbo Aluminum Co.Ltd(003038) board of supervisors, be responsible for the general meeting of shareholders, and supervise the directors, managers and other senior managers to perform their duties in accordance with the law. In accordance with the audit law, the provisions of the National Audit Office on internal audit, the auditing standards of the Ministry of central China, the basic norms of enterprise internal control and other relevant laws and regulations, and the requirements of the standardization of joint-stock companies, the company has established an audit committee under the board of directors and formulated the working rules of the audit committee of the board of directors, Clarify that the audit committee is mainly responsible for the communication, supervision and verification of the company’s internal and external audit, and strengthen the decision-making function of the board of directors; Prior audit and special audit have been carried out to ensure the effective supervision of the board of directors over the management and improve the internal control of the company.
The audit committee of the company has an audit department and formulated the Anhui Xinbo Aluminum Co.Ltd(003038) internal audit system, which clearly stipulates the audit scope, audit procedures, audit authority and professional ethics of the audit department. In particular, it emphasizes that the head of the internal audit institution should be a person with corresponding independence, good professional ethics and professional competence; Regular and irregular verification shall be adopted, and the work of the audit department shall not be interfered by other departments or individuals; The internal audit institution shall report the internal control defects found in the supervision and inspection in accordance with the internal audit procedures of the enterprise; Have the right to report directly to the board of directors on the major defects of internal control found in the supervision and inspection. The formulation and implementation of the above system has laid a foundation for preventing internal control risks and improving management efficiency from the system level. Through independent and objective supervision and evaluation activities of internal audit, review and evaluate the soundness and effectiveness of the company’s internal control system, effectively reduce internal control risks, effectively improve management efficiency and operation efficiency, and provide a strong guarantee for preventing asset loss, resource waste and optimizing organizational structure and process.
3. Human resource management
According to the basic norms of enterprise internal control and its supporting guidelines, labor law, labor contract law and other relevant provisions, and in combination with the actual situation of the company, the company has formulated the human resources management control procedure, guiding principles for salary design, recruitment management system, training management system Performance appraisal management system, attendance management system and other human resource management systems define the employment, training, dismissal and resignation of the company’s employees, employee salary, assessment, promotion and reward, employee leave methods, etc.
The guiding ideology of the company’s human resources planning is to improve the quality of all employees through training, improve and optimize the personnel structure at all levels by establishing a scientific and effective recruitment, competition and elimination mechanism, and gradually increase the income of employees by improving work and labor efficiency. According to the overall human resources planning and in combination with the actual needs of production and operation, each department shall formulate the annual human resources demand plan and salary (performance) decomposition scheme, establish the post skills and qualification management system, evaluate and manage the ability of employees, set posts and responsibilities, select people according to their posts, and open them through open recruitment, competition, etc Select and employ excellent talents through strict procedures, take professional ethics cultivation and professional competence as important standards for selecting and employing employees, establish and improve the incentive and restraint mechanism of human resources, constantly improve the target performance management system, stimulate the enthusiasm of employees through the training, guidance, assessment and evaluation of personnel at all levels, and establish a salary system linked to performance, Continuously improve the quality of employees and provide strong support and guarantee for the development of enterprises.
(V) main control activities
1. Establish and improve the internal control system
(1) Corporate governance
According to the company law, securities law and other relevant laws and regulations, the company has formulated a corporate governance system with the articles of association and the rules of procedure of the “three meetings” as the core, including the rules of procedure of the Anhui Xinbo Aluminum Co.Ltd(003038) general meeting of shareholders, the rules of procedure of the Anhui Xinbo Aluminum Co.Ltd(003038) board of directors, the rules of procedure of the Anhui Xinbo Aluminum Co.Ltd(003038) board of supervisors, the rules of procedure of the Anhui Xinbo Aluminum Co.Ltd(003038) general manager The Anhui Xinbo Aluminum Co.Ltd(003038) appointment and discussion system of independent directors and Anhui Xinbo Aluminum Co.Ltd(003038) information disclosure management system, etc. to ensure the standardized operation of the company and promote the healthy development of the company.
(2) Daily operation and management
In accordance with the provisions of the company law, the securities law, other relevant laws and regulations and the articles of association, the company has formulated job descriptions covering procurement, production, sales, fixed assets management and Finance Based on the basic system, in accordance with the principles of comprehensiveness, importance, checks and balances, adaptability, cost-effectiveness and the requirements of establishing a modern enterprise system, The contents and responsibilities, work authority, job requirements and assessment items of each post are clearly specified. At the same time, the company has formulated sound management procedures to ensure that all work has rules to follow and orderly management, forming a standardized management system, which provides institutional guarantee for the standardized and efficient operation of the company. ① Internal control of R & D
The company is a national high-tech enterprise, and the technology center is the core functional department of the company. It is mainly responsible for the development, testing and certification of the company’s new products and samples, provides necessary technical support for the enterprise, and plays an important role in the development of the enterprise. In order to make the enterprise’s technical management more standardized, systematic and complete, and improve the operation efficiency of various technical work, the company has successively issued a series of management systems, which are standardized from the aspects of product development, project management and technical data management, including new product development management measures, patent management measures, technical data management system, etc, The company’s technical activities are included in the categories of basic research projects, product development projects and continuous improvement projects, and the development procedures, fund management, achievement recognition and incentive measures of each type of project are clearly stipulated.
② Internal control of procurement
Procurement is an important part of the enterprise’s “real logistics”. According to the relevant requirements of the basic norms of enterprise internal control and its supporting guidelines, the company has formulated the procurement management system and defined the relevant process norms and control requirements, mainly including procurement plan management, supplier management, procurement price, contract, payment review and approval management, etc. The company prepares the purchase plan in strict accordance with the market sales demand and storage scale, strictly controls the purchase cost, and ensures that the purchased materials meet the market sales demand on time according to the quality and quantity.
The company has established the procurement management process, improved the warehouse management system, improved the supply chain management and control level, improved the logistics speed and enhanced the market adaptability and competitiveness of the enterprise through the improvement of business process and logistics. The Audit Department of the company conducts random inspection and audit on major procurement from time to time, and the internal control of procurement business management is effective.
③ Internal control of production process
From the two aspects of management standard and technical standard system, the company has established a detailed and standardized production technology and quality assurance management system, defined the post responsibilities of production technology and quality assurance department, standardized the internal control standard of production management, daily maintenance and management of equipment, normal circulation of materials, control of nonconforming products, treatment of quality feedback information, etc; The production internal control system maintains the integrity, unity and synergy of the company’s production system. Manufacturing and product management of the company
