China United Network Communications Limited(600050)
Report on the work of independent directors in 2021
Gu Jiadan, independent director
I have served as an independent director of the board of directors, director of the remuneration and assessment committee and member of the Audit Committee since the seventh board of directors was elected by the general election of China United Network Communications Limited(600050) (hereinafter referred to as ” China United Network Communications Limited(600050) ,” the company “or” the company “) in March 2021. During the performance of my duties, I strictly abide by relevant laws and regulations, faithfully and diligently, scrupulously perform my duties, earnestly attend the meetings of the board of directors and various special committees, actively perform my duties, make independent decisions, effectively safeguard the interests of the company and all shareholders, and pay special attention to the legitimate rights and interests of minority shareholders. The report on the work of 2021 is as follows:
1、 Basic information of independent directors
(I) personal work experience, professional background and part-time work
Senior economist. Master of business administration, once served as deputy general manager of Shanghai Airlines Co., Ltd., acting general manager of Shanghai Airlines Co., Ltd., deputy general manager and Party member of China Eastern Airlines Group Co., Ltd., Party Secretary (concurrently) of Shanghai Airlines Co., Ltd., China Eastern Airlines Corporation Limited(600115) director, etc. At present, he is also an external director of Shanghai International Airport Co.Ltd(600009) (Group) Co., Ltd.
(II) whether there are conditions affecting independence
During my performance of duties, I have no circumstances that affect my independence as an independent director of the company.
2、 Annual performance of independent directors
(I) attendance at the board of directors and special committees
In 2021, the company convened and held the general meeting of shareholders, the board of directors and the board of supervisors in strict accordance with laws and regulations, the articles of association and relevant rules of procedure; According to the requirements of the working rules of the special committees of the board of directors, meetings of the nomination committee, the audit committee, the remuneration and assessment committee, the development strategy committee and other special committees shall be held; As for the matters to be independently considered by independent directors, the independent directors’ meeting shall be held and various proposals shall be considered in accordance with the working rules for independent directors.
In strict accordance with the requirements of the company law, the working rules of the board of directors of central enterprises (for Trial Implementation) of the SASAC, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the working rules for independent directors of the company, I diligently perform my duties and devote enough time to dealing with the company’s affairs, Actively participate in the meetings of the board of directors and various special committees, carefully review various proposals and express voting opinions.
During the performance of my duties, I personally attended all the meetings of the board of directors and the special committees held by the company, including 9 meetings of the board of directors, 3 remuneration and assessment committees, 3 audit committees and 7 meetings of independent directors. Based on the principles of fairness, impartiality and objectivity, I practiced the decision-making system of collective deliberation, independent voting and individual responsibility, with the goal of maximizing the interests of shareholders. I carefully studied and voted carefully, and voted in favor of the matters proposed for deliberation during the reporting period.
(II) theoretical study and investigation
In 2021, I carefully studied and understood the important speech of Xi Jinping general secretary and the major decisions and arrangements of the CPC Central Committee, deeply understood the three-year action of the state owned enterprise reform of the state owned assets supervision and Administration Commission of the State Council, strengthened the construction of the board of directors and other work requirements, paid great attention to the development of the industry and the company, actively participated in the on-site investigation organized by the company, and continuously improved my understanding of the national strategy, industry development and the company’s business, Continuously improve personal theoretical level and scientific performance ability.
In April 2021, from the beginning of taking office as China United Network Communications Limited(600050) independent director, I actively signed up for the qualification training for independent directors organized by Shanghai Stock Exchange and passed the examination and certification, strengthened the theoretical study of the Listing Rules of listed companies, the operation of listed companies, the rules of information disclosure and the standardized performance of independent directors, and earnestly safeguarded all shareholders, Especially the legitimate rights and interests of minority shareholders. In my daily work, I widely read the policy documents, legal and financial training materials closely related to corporate governance and communication industry, pay attention to the industry media reports and capital market analysis reports, actively participate in relevant training, and perform the duties of independent directors diligently and effectively.
In 2021, I overcame the difficulties of epidemic prevention and control and remote location, and actively participated in the collective research organized by the company, including the research on the digital transformation of Zhejiang Unicom, the research on the industrial Internet of Shanghai Unicom, the special research on “5g industry collaboration” and the research on the theme of ” China United Network Communications Limited(600050) smart Winter Olympics”, and made a study on the company’s digital capacity-building and application, new business development and risk control In terms of the competitive situation and healthy development of the industry, the creation of Winter Olympic business cards and the progress of communication guarantee, I took the initiative to strengthen in-depth communication with the company’s managers, managers and staff of subordinate companies, so as to deepen my familiarity and understanding of the business situation of the enterprise.
(III) scientific decision-making
During the performance of my duties, I actively provided advice for the company from an independent position and professional perspective to promote the board of directors to improve the level of scientific decision-making. Before attending the meeting, fully understand each proposal in advance, carefully read the meeting materials, and learn about the proposal from relevant personnel and intermediaries of the company when necessary. During the meeting, actively participate in the discussion and deliberation of matters, pay attention to the meeting procedures, promote the standardized operation and scientific decision-making of the board of directors and relevant committees, and earnestly safeguard the interests of investors, enterprises, employees and all shareholders. In 2021, it deliberated and approved a number of major issues of the company, including: the first change of the board of directors since the mixed reform and the establishment of a diversified board of directors, the election of the chairman, the appointment of the president and other senior managers, the outline of the company’s strategic planning, the second restricted stock incentive plan, the revision of the company’s system, the repurchase of the company’s shares by auction for the first time since the company was listed in 2002 The first interim profit distribution and the first spin off and listing of subsidiaries; As well as the company’s daily important matters, including: regular reports, daily related party transactions, external guarantees, profit distribution plans, employment of accounting firms, reports of the board of directors, performance assessment and remuneration of the management, payroll management, etc; In addition, I also listened to the company’s reports on production and operation and development ideas, internal control and risk management, annual budget and auditors’ annual audit plan. Give full play to the working experience of enterprise management and the advantages of multiple perspectives outside the communication industry. I carefully study and put forward opinions and suggestions on the matters under consideration.
(IV) communication with other members of the board of directors, management and relevant parties
I actively pay attention to the company’s production and operation, make full use of the opportunities of participating in meetings and research training such as the board of directors, special committees and working meetings of China Unicom Group, have in-depth exchanges with the company’s management and business departments, understand the company’s operation and management, financial status and standardized operation, give full play to my professional expertise and rely on my professional experience, Put forward useful opinions and suggestions.
In November 2021, the company actively learned from the rich management experience of external directors in the operation of the Internet industry and related professional fields, gave full play to the advantages of the diversified board of directors, effectively played the role of the board of directors in leading the company’s development strategy, and held a strategic seminar with the participation of the board of directors, the board of supervisors and the management on the outline of the new strategic plan.
The directors of the company’s war investment expressed their opinions around technological innovation and industrial upgrading, and the independent directors put forward suggestions based on regulatory policies and management and operation, and jointly made suggestions for the iterative upgrading of China United Network Communications Limited(600050) strategy. I attended the meeting and made suggestions for the deepening of the company’s strategy with the help of my long-term work and research experience in the field of enterprise management.
(V) the company’s cooperation with independent directors
In 2021, the company actively supports and cooperates with the work of independent directors. Formulate the China United Network Communications Limited(600050) external director performance support and guarantee work plan, specify the performance support department of the board of directors, and establish an itemized and standardized long-term working mechanism for director performance support. It is the first time to purchase directors’ liability insurance for all directors, protect the legitimate rights and interests of directors and supervisors, reduce the risk of directors and supervisors performing their duties, and provide support and guarantee for directors’ scientific decision-making. Iteratively upgrade the “board library app” to support the electronic information system for directors’ performance of duties, add the “director information” function, open the review authority of the company’s electronic office, data report and other information, smooth the information flow channel between the company and directors, and effectively improve the efficiency of decision-making. In the whole year, 4 issues of the special report of directors and 12 issues of the briefing of directors were prepared, and the important institutional documents issued by the relevant superior regulatory authorities, as well as the industry development, company performance, capital market feedback and other industry dynamic information were submitted in time.
3、 Key matters concerned in the annual performance of independent directors
During the performance of my duties in 2021, I will faithfully and diligently perform my duties. For proposals requiring independent directors to express independent opinions, I will deeply understand the details of the proposals and their impact on the interests of all shareholders, especially minority shareholders. As the director of the remuneration and assessment committee of the board of directors and a member of the audit committee, I pay close attention to the industry situation and development trend and actively participate in the discussion of major issues of the company. At the special committee before being submitted to the board of directors for deliberation, I strictly review the proposal according to the regulatory rules to effectively safeguard the interests of the company and all shareholders. During the performance of my duties, I focus on the following matters:
(I) implementation of important decisions and arrangements
In 2021, the company adhered to the political leadership, consciously put the company’s development into the overall situation of the party and the country, comprehensively promote it, and lead all work to achieve leapfrog development. Actively serve major national strategies, fully implement the construction of network power, digital China and smart society, prepare the 14th five year plan of the company, formulate a new strategic planning outline and clarify the work plan for the new era. Adhere to the people-centered, smooth operation of the whole network, continuously improve customer perception and service level, and fully guarantee the communication maintenance tasks such as the centennial celebration of the founding of the party and the communication tasks of flood control and disaster relief in many provinces. Coordinated development and security, accurate and effective epidemic prevention and control, crack down on Telecom fraud, and solidly promote the “card breaking action”. We will further promote network power, resolutely implement the central government’s deployment on new infrastructure construction, joint construction and sharing, and “carbon peaking and carbon neutralization”, and have opened 6900005g shared base stations in total. Adhere to innovation driven, scientific and technological innovation has made multiple breakthroughs from 0 to 1, and the tackling of core technologies has been fruitful. R & D investment has been continuously increased, and the scale of self-developed products has developed by leaps and bounds, contributing to building the source of original technology and the leader of modern industrial chain. Adhere to the rule of law, implement the deployment for the construction of central enterprises under the rule of law, constantly improve the corporate governance capacity and help realize the modernization of governance capacity.
(II) related party transactions
In strict accordance with the requirements of the listed company governance standards and the stock listing rules of Shanghai Stock Exchange, judge and express opinions on the related party transactions of the company from the perspective of safeguarding the interests of the company, especially from the perspective of protecting the legitimate rights and interests of minority shareholders.
During my performance of duties in 2021, the board of directors of the company considered and approved the proposal on daily connected transactions in August. Related directors abstain from voting at the board of directors. All independent directors, including myself, expressed their prior approval of the above proposal and expressed their independent opinions in agreement with the proposal. They believed that the above transactions were in line with relevant national laws, regulations and policies, conducive to the sustainable development of the company and the interests of the company and all shareholders. (III) external guarantee and fund occupation
In March 2019, the board of directors deliberated and approved the proposal on China Unicom Group Finance Co., Ltd. providing non financing guarantee business to China United Network Communication Co., Ltd. all independent directors, including myself, approved the above proposal in advance and expressed their independent opinions in favor of the proposal, believing that the guarantee is beneficial to the company and its subsidiaries The rapid and efficient business expansion of subsidiaries is conducive to the business development of the company. The approval procedures comply with relevant laws and regulations, and there is no situation that damages the interests of the company and shareholders (especially minority shareholders). During the period of 2021, I will strictly implement the above matters authorized by China Unicom Group Finance Co., Ltd.
In addition to the above matters, there were no other external guarantees and fund occupation during the reporting period.
(IV) use of raised funds
In 2021, the board of directors of the company deliberated and approved the proposal on using idle raised funds to temporarily supplement the working capital of China Unicom operating company and the proposal on adjusting the investment amount of raised funds in investment projects, and all independent directors, including myself, expressed unanimous independent opinions.
In addition, all members of the board of directors of the company listened to, deliberated and approved the company’s special report on the deposit and actual use of the raised funds in 2020 and the first half of 2021 in March and August 2021 respectively, and believed that the company disclosed the deposit and actual use of the raised funds in a timely, true, accurate and complete manner, and there was no illegal use of the raised funds, They have faithfully fulfilled the obligation of disclosure on the investment direction and progress of the raised funds.
(V) change of the board of directors and addition of directors
In 2021, the term of office of the sixth board of directors of the company expired. According to the relevant provisions of the company law and the articles of association, the general meeting of shareholders in March 2021 approved the general election of the board of directors, and four independent directors including myself entered the China United Network Communications Limited(600050) board of directors. Continue the composition of the sixth diversified board of directors, and the seventh board of directors includes three internal directors, five directors of strategic investors and five independent directors. The members of the board of directors come from different fields such as telecommunications and the Internet, with different experience in enterprise management, strategic planning and financial audit, give full play to the governance advantages of the diversified board of directors and lead the deepening of the company’s strategy. Independent directors believe that the nomination, deliberation and voting procedures of candidates in this general election are standardized, and the candidates for directors meet the qualifications of directors required by relevant laws and regulations, and have the qualifications and ability to exercise their functions and powers.
In 2021, Mr. Wang Xiaochu, chairman of the company, resigned as chairman, director and relevant special committees in August due to his retirement age. With the approval of the general meeting of shareholders and the board of directors, Mr. Liu Liehong was elected as the chairman and director of the company, and served as the chairman of the development strategy committee and the nomination committee. Mr. Yin Zhaojun, Mr. Li Fushen and Mr. Liao Jianwen resigned as directors and members of the special committee of the company in February, June and December 2021 respectively. With the approval of the general meeting of shareholders, Mr. Chen Zhongyue, Mr. Wang Junhui, Mr. Wang peinuan and Mr. Tong Guohua were elected as directors of the company and members of relevant special committees.
(VI) nomination and remuneration of senior managers
In 2021, the board of directors of the company deliberated and approved the proposal on performance appraisal and salary payment of senior managers of the company. The salary and appraisal committee of the board of directors reviewed the salary and appraisal results of senior managers of the company in 2020 according to the annual performance appraisal methods of senior managers and the annual objectives determined by the board of directors, If it is considered to be in line with the company’s performance appraisal methods, it shall be issued in strict accordance with the appraisal results. In addition, the board of directors deliberated and approved the proposal on the performance appraisal and salary incentive scheme of the company’s managers in 2021 and the proposal on the performance appraisal and salary incentive scheme of the managers in 2020
