Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd
Report on the work of independent directors in 2021
Ping An Insurance (Group) Company Of China Ltd(601318) insurance (Group) Co., Ltd. (hereinafter referred to as "the company") has 6 independent directors on the 12th board of directors, who are professionals with rich experience in finance, accounting, law, science and technology, enterprise management, etc. Independent directors have the obligation of good faith to the company and its shareholders. In particular, they are entrusted to protect the rights and interests of all shareholders. They play an important role of checks and balances in the decision-making process of the company and are the key link of corporate governance. In 2021, the independent directors of the company performed their duties prudently, conscientiously and diligently in strict accordance with the company law of the people's Republic of China, the measures for the administration of independent directors of insurance institutions issued by Bank Of China Limited(601988) Insurance Regulatory Commission, the rules for independent directors of listed companies issued by China Securities Regulatory Commission, the guidelines for the work of independent directors and other relevant laws, regulations and systems, And gave objective and impartial independent opinions on relevant matters of the company as required. Now, the performance of independent directors of the company is reported as follows:
1、 Basic information of independent directors
The resumes of the current six independent directors of the company are listed in the 2021 annual report of the company. All independent directors comply with the independence guidelines contained in the regulatory rules of the place where the company is listed and have submitted an annual confirmation of their independence to the company. The company continues to believe that they are independent.
2、 Attendance and voting
In 2021, all independent directors strive to attend the general meeting of shareholders, the board of directors and all professional committees of the board of directors in person. All independent directors made objective decisions on the basis of in-depth understanding of the situation. After careful consideration, all Independent Directors voted in favour of all matters under consideration, and there was no abstention or opposition. The attendance of independent directors at each meeting is as follows:
Related party transactions
Date of appointment as director nomination salary audit and risk control and consumption strategy and investment member committee of the board of directors of the general meeting of shareholders (4) insurance management committee fee holder equity and capital decision-making committee Protection Committee (5)
Ouyanghui August 6, 2017 1 / 1 7 / 7 6 / 6 4 / 4 - 3 / 3
Wu Chengye July 17, 2019 1 / 1 7 / 7 6 / 6 4 / 4 4 / 4-
Chu Yiyun July 17, 2019 1 / 1 7 / 7 6 / 6 4 / 4 --
Liu Hong July 17, 2019 1 / 1 7 / 7 6 / 6 -- 4 / 4
Wu Gangping (1) August 20, 2021 - 3 / 3 - 2 / 2 2-
Jin Li (2) August 20, 2021 - 3 / 3 - 2 / 2-
Ge Ming (retired) June 30, 2015 1 / 1 4 / 4 - 2 / 2 2 2 / 2 1 / 1 (3)
Note: (1) Mr. Wu Gangping has been an independent director of the company since August 20, 2021, and served as the chairman of the audit and risk management committee and the member of the related party transaction control and Consumer Protection Committee on the same day.
(2) Mr. Jin Li has served as an independent director of the company since August 20, 2021, and as a member of the nomination and Remuneration Committee and the related party transaction control and Consumer Protection Committee on the same day.
(3) Mr. Ge Ming retired as an independent director of the company on August 20, 2021 due to the expiration of the six-year term of office of the independent director, and ceased to serve in the professional committee of the board of directors on the same day.
(4) The original Nomination Committee and the original remuneration committee were merged into the nomination and Remuneration Committee on March 25, 2021. Before the merger, the original Nomination Committee and the original remuneration committee held one meeting respectively during the reporting period, and all members at that time attended in person.
(5) The former connected transaction control committee and the former consumer protection committee were merged into the connected transaction control and Consumer Protection Committee on March 25, 2021. Before the merger, the former connected transaction control committee and the former consumer rights and Interests Protection Committee held one meeting respectively during the reporting period, and all members at that time attended in person.
3、 Independent opinions
The independent directors of the company earnestly exercise the powers conferred by the articles of association, timely understand the important business information of the company, pay full attention to the development of the company, and actively participate in various meetings during the reporting period. During the reporting period, the board of directors of the company deliberated on matters such as profit distribution, changes in accounting estimates, repurchase of shares of the company, remuneration of senior executives, recommendation of candidates for directors, appointment of senior managers of the company, major connected transactions, etc., and the independent directors carefully deliberated and expressed their agreed independent opinions.
4、 Master the daily operation and management of the company in multiple ways
In 2021, all independent directors actively participated in previous meetings of the board of directors and professional committees to understand the operation and management of the company. At the same time, they timely obtained the main operation and management information and external information of the company through the directors' and supervisors' newsletter, internal newspapers and analyst reports regularly sent by the company to the directors every month. Independent directors also maintain daily contact with the company through e-mail or telephone, and raise relevant questions and request relevant information at any time.
In addition, in order to ensure and deepen the independent directors' understanding and understanding of the company's operation and management, the company continued to improve the grass-roots inspection mechanism of directors and supervisors. During this year, the company organized field investigation and Research on Dalian and Harbin branches of Ping An Bank Co.Ltd(000001) , Ping An Life Insurance, Ping An Property Insurance, Ping An Securities and other subsidiaries, listened to the implementation of the company's policies and the opinions and suggestions on the company's business development of front-line cadres and employee representatives, and formed an investigation report combined with the opinions of grass-roots employees and submitted it to the company's management. The management attaches great importance to relevant issues and implements them one by one, forming a written feedback report to all directors and supervisors. In addition, according to the specific requirements of independent directors, the management of the company also made special reports on the business problems or business development concerned at the board of directors. The above series of measures not only further enhance the transparency of the company's operation and management and form an effective benign communication mechanism between the company's management and the board of directors, but also more conducive to the scientific decision-making of independent directors.
All independent directors agree that there are many ways to understand the operation and management of the company
5、 Play an important role in the preparation of annual reports
During the preparation of the 2021 annual report of the company, all independent directors earnestly perform their duties and obligations. Before the annual audit certified public accountant entered the company, all independent directors listened to the arrangement of the company's financial director on the audit work of this year and the audit plan of the annual audit accounting firm on the financial report of 2021. In addition, all independent directors listened to the 2021 annual business report and other relevant business conditions of the company's management, and carefully reviewed the relevant annual audit materials submitted by the company's financial director and the annual audit certified public accountant. Without the participation of any personnel of the company, the independent directors also had independent communication with the company's annual audit certified public accountant to fully and deeply understand the true and accurate situation of the company's audit and whether there were any problems in the audit process. Independent directors play an important role in supervising and reviewing the preparation of the company's annual report.
6、 There are no obstacles in the performance of duties
In 2021, all independent directors were able to understand the important business information of the company in a timely manner, and their right to know was fully guaranteed. They did not receive any interference or obstruction in the process of performing their duties. All independent directors have fulfilled their duties and expressed constructive opinions and suggestions on a number of matters related to shareholders and the company as a whole, including but not limited to corporate governance, reform and development, business operation, risk management, related party transactions and internal control. In the decision-making process, they pay attention to safeguarding the interests of the company and all shareholders, especially the legitimate rights and interests of minority shareholders. The company actively adopts all opinions and suggestions put forward by independent directors.
7、 Annual self-evaluation
In 2021, there was no failure of independent directors to perform their duties.
During the reporting period, under the arrangement of the company, all independent directors actively participated in continuous professional training, continuously expanded and updated their knowledge and skills by attending external training or seminars on several topics, participating in internal training or reading materials on several topics, so as to ensure that they always have comprehensive and relevant information to contribute to the board of directors.
8、 Work outlook for the new year
In 2022, all independent directors will strictly abide by laws and regulations and other relevant regulatory requirements, continue to strengthen communication and cooperation with the company's board of directors, board of supervisors and management, faithfully, diligently and conscientiously perform the duties of independent directors, and effectively safeguard the interests of the company and all shareholders, especially minority shareholders.
It is hereby reported
independent director:
Ou Yanghui, Wu Chengye, Chu Yiyun, Liu Hong, Wu Gangping, Jin Li
March 17, 2022
