Report on the work of independent directors in 2021
As the sole representative of Guangdong Provincial Expressway Development Co.Ltd(000429) (hereinafter referred to as “Guangdong Expressway“, “company”)
In 2021, we strictly followed the company law and the guidance on establishing independent directors in listed companies
Opinions, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares and the articles of association
In accordance with the provisions and requirements of laws and regulations, the company has been diligent and conscientious, and has effectively safeguarded the company and all shareholders, especially minority shareholders
The legitimate rights and interests of.
The performance of the duties of independent directors in 2021 is reported as follows.
1、 Attendance at company meetings in 2021
In 2021, Guangdong Expressway held 11 board meetings and 4 general meetings of shareholders. We attended the board of directors
The meetings of the board of directors and the general meeting of shareholders are as follows:
Attendance at board meetings
Name and position during the reporting period, he / she shall attend the meeting on site, whether he / she has been absent for two consecutive times as entrusted by the communication voting party, and the number of times of attending the meeting in person
Gu Naikang is currently 10 1 9 0 0 no
Bao Fangzhou is currently 10 1 9 0 0 no
Zhang Hua is currently 10 1 9 0 0 no
Liu Zhonghua is currently 10 1 9 0 0 no
Zeng Xiaoqing is currently 10 1 9 0 0 no
Attendance at the general meeting of shareholders
Gu Naikang is currently 4 4 0 0 0 no
Bao Fangzhou is currently 4 400 no
Zhang Hua is currently 4 4 0 0 0 no
Liu Zhonghua is currently 4 4 0 0 0 no
Zeng Xiaoqing is currently 4 400 no
We have carefully considered all the proposals submitted to the board of directors, actively participated in the discussion of various topics and made suggestions
Make reasonable suggestions and play a positive role in the correct decision-making of the board of directors. We believe that the directors of the company in 2021
The convening and convening of the board of directors and the general meeting of shareholders comply with legal procedures, and major business decisions have been reviewed and approved
Batch procedure, legal and effective. The proposals of the board of directors and the general meeting of shareholders did not harm all shareholders, especially the shareholders
The interests of minority shareholders, so we all voted in favour, and there was no objection or abstention.
2、 Independent opinions
In 2021, as an independent director, we conducted pre audit on 4 related party transactions and 2 matters of the company and expressed independent opinions on 16 matters. The details are as follows:
(I) at the 15th (Interim) meeting of the ninth board of directors of the company on January 18, 2021, we issued pre examination opinions and independent opinions on the related party transactions of the proposal on signing the supplementary agreement of financial service agreement with Guangdong Communications Group Finance Co., Ltd.
(II) at the 16th meeting of the ninth board of directors of the company on March 25, 2021, we made comments on two proposals: the proposal on hiring the audit institution of financial report in 2021, the proposal on hiring the audit institution of internal control in 2021 and the proposal on the expected daily connected transactions of the company in 2021 The related party transactions of the proposal on signing the 20212023 entrusted operation and management contract between Guangzhu section Co., Ltd. of Beijing Zhuhai Expressway and Guangzhu north section Co., Ltd. of Guangdong Beijing Zhuhai expressway have been reviewed in advance; On the company’s external guarantees and funds occupied by related parties in 2020, the proposal on changes in accounting policies, the proposal on the profit distribution plan in 2020, the proposal on the internal control evaluation report in 2020, and the proposal on hiring an audit institution for the financial report in 2001 The proposal on employing the internal control audit institution in 2001, the proposal on confirming the risk assessment report of Guangdong Communications Group Finance Co., Ltd., the proposal on adding the candidates for directors of the ninth board of directors, the proposal on the company’s expected daily connected transactions in 2020 Independent opinions were expressed in the proposal on signing the entrusted operation and management contract for 20212023 of Guangzhu north section of Guangdong Jingzhu Expressway between Guangzhu section of Beijing Zhuhai Expressway Co., Ltd. and Guangzhu north section of Guangdong Jingzhu Expressway Co., Ltd. and the proposal on preparing Guangdong Provincial Expressway Development Co.Ltd(000429) the shareholder return plan for the next three years (20212023).
(III) at the 19th (Interim) meeting of the ninth board of directors of the company on June 28, 2021, we expressed independent opinions on the proposal on changes in accounting estimates.
(IV) at the 20th (Interim) meeting of the ninth board of directors of the company on July 30, 2021, we respectively issued pre review opinions and independent opinions on the related transactions of the proposal on increasing capital to Guangdong Jiangzhong Expressway Co., Ltd. to participate in the investment in the reconstruction and expansion project of Zhongshan Xinlong Jiangmen Longwan section of Shenzhen Cenxi expressway.
(V) at the 21st (Interim) meeting of the ninth board of directors of the company on August 25, 2021, we expressed independent opinions on the external guarantees of the company and the funds occupied by related parties in the first half of 2002.
(VI) on December 23, 2021, the employee directors of the ninth board of directors of Guangdong Expressway were elected at the first temporary meeting of the ninth workers’ Congress of the company. We expressed independent opinions on the proposal.
3、 Work done in protecting the legitimate rights and interests of public shareholders
We pay attention to implementing the protection of the legitimate rights and interests of public shareholders into our daily work. On the one hand, we carefully reviewed the materials provided by the company for the proposals to be considered by the board of directors, and conducted investigation and research according to our professional background, which played a positive role in improving corporate governance and strengthening corporate management. On the other hand, for the company’s production and operation, financial management, capital exchanges and other situations, we will carefully study the “Guangdong Expressway information briefing” sent by the company every week, timely listen to the reports of relevant personnel, timely understand the company’s daily business conditions, and express our opinions and exercise our powers at the board of directors.
4、 Other work performed by the independent director
In 2021, we earnestly performed the duties of independent directors and attended the board meeting on time; For the major matters decided by the board of directors, carefully review the information introduced and provided by the company in advance, ask the management of the company in time, and approve the necessary proposals in writing in advance according to the requirements of the rules; At the same time, he can use his knowledge background in finance, accounting and management to provide constructive suggestions for the company’s development strategy research, internal control construction and standardized operation.
During the reporting period, the audit committee, remuneration and assessment committee, strategy committee and risk management committee under the board of directors of the company reviewed matters in their respective fields and operated normally.
To sum up, this is the report on the performance of our five independent directors in 2021. In the future, we will continue to work hard for the interests of the company and the majority of shareholders, adhere to a scientific and rigorous attitude, fulfill our duties, fulfill the obligations of independent directors, and resolutely safeguard the legitimate rights and interests of all shareholders, especially minority shareholders.
Independent directors: Gu Naikang, Bao Fangzhou, Zhang Hua, Liu Zhonghua and Zeng Xiaoqing March 15, 2022
