Sealand Securities Co.Ltd(000750)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Sealand Securities Co.Ltd(000750) (hereinafter referred to as the company), with the strong support of shareholders and the active cooperation of the board of directors and the management of the company, focused on the strategic priorities and tasks of the company in strict accordance with the provisions and requirements of the company law, the standards for the governance of securities companies, the standards for the governance of listed companies and other laws, regulations and normative documents, as well as the articles of association and the rules of procedure of the board of supervisors, Continuously strengthened self construction, improved system norms, integrated and optimized supervision mechanism, solidly carried out various supervision and inspection work, promoted the standardized operation and healthy development of the company, and effectively safeguarded the legitimate rights and interests of the company and shareholders. The main work report of 2021 is as follows:
1、 Work in 2021
(I) conscientiously perform their duties and standardize the meetings of the board of supervisors
All supervisors of the company were diligent and conscientious. During the reporting period, they personally attended all meetings of the board of supervisors, actively expressed their opinions on various proposals submitted to the board of supervisors for deliberation, exercised their voting rights according to law and fully performed their duties as supervisors. During the reporting period, the board of supervisors of the company held 6 meetings and considered and approved 31 topics. The details are as follows: 1 The second meeting of the ninth board of supervisors of the company was held on January 29, 2021 by combining on-site meeting and video conference. The meeting deliberated and adopted the proposal on the company’s compliance with the conditions for non-public offering of shares, the proposal on the consideration of the company’s non-public offering of shares, the proposal on the consideration of the company’s non-public offering of shares, the proposal on the consideration of the feasibility analysis report on the use of funds raised by the company’s non-public offering of shares, and the proposal on the consideration of the report on the use of funds raised by the company in the previous time Proposal on reviewing the related party transactions involved in the non-public offering of shares of the company, proposal on reviewing the signing of conditional and effective share subscription agreement between the company and specific objects, proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares, proposal on reviewing the diluted immediate return and filling measures of non-public offering of shares of the company Proposal on requesting the general meeting of shareholders to approve Guangxi Investment Group Co., Ltd., its holding subsidiary Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) , Guangxi Financial Investment Group Co., Ltd. to be exempted from increasing the company’s shares by offer.
2. The third meeting of the ninth board of supervisors of the company was held on March 18, 2021 by combining on-site meeting and video conference. The meeting deliberated and adopted the proposal on reviewing the work report of the company’s board of supervisors in 2020, the proposal on reviewing the performance appraisal report of the company’s supervisors in 2020, the proposal on the special explanation of the board of supervisors on the performance appraisal and remuneration of supervisors in 2020, the proposal on reviewing the company’s financial final accounts report in 2020 and the proposal on reviewing the company’s financial budget report in 2021 Proposal on reviewing the company’s 2020 annual report and summary, proposal on reviewing the company’s 2020 social responsibility report, proposal on reviewing the company’s 2020 internal control evaluation report, proposal on reviewing the company’s 2020 risk control index report, proposal on reviewing the company’s 2020 risk management evaluation report and proposal on reviewing the company’s 2020 compliance report Proposal on reviewing the company’s 2020 report on Incorruptible employment management, proposal on the change of the company’s accounting policies, proposal on Revising Sealand Securities Co.Ltd(000750) accounting methods, proposal on Revising Sealand Securities Co.Ltd(000750) incorruptible employment system.
3. The fourth meeting of the ninth board of supervisors of the company was held on April 27, 2021 by combining on-site meeting and video conference. The meeting deliberated and adopted the proposal on reviewing the full text and text of the company’s report for the first quarter of 2021. 4. The fifth meeting of the ninth board of supervisors of the company was held on August 19, 2021 by combining on-site meeting and video conference. The meeting deliberated and adopted the proposal on reviewing the company’s 2021 semi annual report and summary and the proposal on reviewing the company’s 2021 interim risk control index report.
5. The sixth meeting of the ninth board of supervisors of the company was held on October 12, 2021 by the combination of on-site meeting and video conference. The meeting deliberated and adopted the proposal on Amending the articles of association and the proposal on reviewing the performance appraisal and salary management system of Sealand Securities Co.Ltd(000750) directors and supervisors (revised in 2021).
6. The seventh meeting of the ninth board of supervisors of the company was held on October 28, 2021 by combining on-site meeting and video conference. The meeting deliberated and adopted the proposal on reviewing the company’s report for the third quarter of 2021.
(II) strictly perform the supervisory duties of the board of supervisors
1. In accordance with the provisions of the articles of association, the members of the board of supervisors attended the 2020 annual general meeting of shareholders, the first and second extraordinary general meetings of shareholders in 2021, and attended all 9 meetings of the board of directors in 2021 as nonvoting delegates. By attending and attending the above meetings, they supervised the attendance of directors and senior executives at the general meeting of shareholders and the meeting of the board of directors, reviewed various work reports and special reports of the company, and discussed the procedures, methods and contents of the meeting Supervise the legality and compliance of the process made by the resolution, express opinions on relevant matters, and earnestly safeguard the interests of the company and the rights and interests of all shareholders. 2. The board of supervisors paid active attention to all the work of the company’s operation and management. The chairman of the board of supervisors participated in the important operation and management meetings and regular office meetings of the company, put forward supervision opinions and suggestions from the standpoint of the company and employees, and exercised supervision responsibilities on the relevant procedures and operation management of the company’s operation and decision-making according to the regulations and requirements.
4. The Committee for Discipline Inspection shall continue to improve the company’s “new style of work” and help the Committee for Discipline Inspection to make progress. In the internal inspection of the Party committee, we will combine political inspection with business inspection, comprehensively govern the party strictly with honest employment, continue to play the role of the “1 + n closed-loop supervision” system, complete the internal inspection of the two units throughout the year, do a good job in supervising the rectification work of the inspected units, and give full play to the role of inspectors. Strengthen the supervision of daily key links. Carry out special inspections on bus management on holidays, bus refueling card management, accountability for illegal operation and investment, standardized operation and investment, special treatment of corruption and style problems in financial enterprises, and carry out supervision and inspection on key personnel and important links, epidemic prevention and control, three-year action of company reform, township and Village revitalization, meeting style and discipline, “three public” funds, bidding and procurement, etc.
4. With the help of the audit department, compliance management department, legal affairs department, risk management department and other departments of the company, the board of supervisors strengthened and improved compliance and risk management. First, with the help of the audit department, 72 projects such as special audit, leaving audit / leaving review, leaving audit, routine audit and internal control evaluation were organized and implemented throughout the year, and the tasks of annual audit projects were successfully completed.
Second, relying on the strength of the compliance management department, 319 systems were issued (including 85 new systems and revised systems)
(234) and abolish 15 systems; 35403 audit documents and 109 compliance review opinions were issued to ensure the compliance and effective operation of various businesses. Third, with the help of the legal affairs department, 8233 audit items were completed, 14934 contracts, agreements, legal documents and company systems issued externally, and 21032 opinions were issued. Fourth, with the help of the strength of the risk management department, actively do a good job in risk prevention and resolution, adhere to the prevention and resolution of risks as the core, improve the top-level design, further improve the standardization, informatization and specialization level of risk management, continue to build a first-class risk management ability, ensure that all kinds of risks of the company can be measured and borne, and promote the steady development of the company’s business.
5. Strengthen cooperation with trade unions and actively participate in the management of the company on behalf of employees. The employees and the trade union are always an important and positive force in the company. The employee supervisors are elected by the employee congress, actively participate in the management of the company on behalf of the employees, and participate in the discussion and express their opinions on major matters related to the vital interests of the employees. At the same time, the board of supervisors and the labor union of the company work closely together to carry out research and employee care, listen to the suggestions and opinions of employees, and convey the general demands of employees to the company in various forms. The chairman of the board of supervisors went deep into the grass-roots level of the company. In 2021, he successively went to many branches and grass-roots units in Shandong, Shenzhen, Shanghai, Guangxi and other places to investigate and understand the development of grass-roots business and the ideological trends of employees. In order to promote the performance of the employee supervisors, the employee supervisors of the company report to the employee congress and accept democratic evaluation.
6. The board of supervisors pays attention to supervising the performance of directors and senior managers. In 2021, the board of supervisors performed the duty of supervising the incorruptible employment management responsibilities of the company’s directors and senior managers by regularly reviewing the audit report and incorruptible employment management report. After the senior managers leave office, they all organize and carry out the departure audit in time according to the regulatory requirements and the company’s system regulations. They have successively hired an external audit firm to carry out the departure audit of senior managers for three times, and the relevant audit reports are submitted to the regulatory department in time according to the procedures.
2、 During the reporting period, the board of supervisors paid continuous attention to the company’s legal operation, financial status, preparation of periodic reports, internal control and other aspects. On this basis, the board of supervisors issued the following opinions on the company:
(I) opinions on the legal operation of the board of directors of the company
During the reporting period, the board of supervisors strictly implemented the company law, securities law and other laws and regulations, as well as the articles of association, rules of procedure of the board of supervisors and other relevant provisions, and supervised the operation of the board of directors according to law. The members of the board of supervisors of the company attended all the meetings of the board of directors as nonvoting delegates, and supervised and inspected the convening procedures of the board of directors, the voting procedures of resolutions, and the implementation of the resolutions of the general meeting of shareholders by the board of directors. The board of supervisors believes that the board of directors of the company can operate in strict accordance with the company law, securities law and other laws and regulations, as well as the articles of association and other relevant provisions; The company’s major business decision-making procedures are compliant and effective; The board of directors earnestly implemented the resolutions of the general meeting of shareholders and faithfully performed its duties. During the reporting period, the directors did not violate relevant laws and regulations, the articles of association or damage the interests of the company and shareholders when performing their duties.
(II) opinions on the performance of duties by the company’s management
During the reporting period, the chairman of the board of supervisors attended the company’s office meeting as nonvoting delegates and timely grasped the process and implementation effect of various decisions of the company.
In 2021, facing the severe and complex situation intertwined with the epidemic situation of the century and the changes of the century, the company accurately grasped the essential connotation of the high-quality development of the industry, adhered to the main line of high-quality development, solidly promoted three major projects, four major plans and improved five capabilities, closely focused on the main responsibility and main business, made great efforts to be professional, excellent, refined and strong, and achieved new results in high-quality development. The total assets, net assets and consolidated revenue of the company reached a record high, and the payment of taxes and fees reached the second highest in history.
The board of supervisors was concerned that the company received the prior notice of administrative punishment and market prohibition from the CSRC on December 2, 2021 for providing services for the issuance of corporate bonds by Shandong Shengtong Group Co., Ltd. from 2015 to 2017. The company actively cooperated with the investigation work of the regulatory authorities, fulfilled the obligation of information disclosure in strict accordance with the regulatory requirements, started and completed the special evaluation of internal control of investment banking business, deployed continuous standardized rectification and improvement, and continuously strengthened the quality control ability of investment banking business.
The board of supervisors believes that in 2021, the management can strictly abide by the relevant laws and regulations and the provisions of the articles of association, pay close attention to the start of the company’s “14th five year plan”, work diligently, forge ahead, unite and pragmatic, seriously implement the resolutions of the board of directors, actively carry out work in strict accordance with the resolutions and authorizations of the board of directors, and the important decision-making procedures made by the management in 2021 are legal and standardized, And be able to take the lead in abiding by and implementing various internal rules and regulations of the company. The regular reporting and assessment system of the management formulated by the board of directors is scientific and effective. The board of supervisors did not find that the senior managers of the company violated relevant laws and regulations, the articles of association or damaged the interests of the company and shareholders when performing their duties.
(III) opinions on the company’s financial situation
The board of supervisors actively pays attention to the company’s financial situation and supervises and inspects the company’s financial situation and operation with the help of the audit department, compliance management department and risk management department. The board of supervisors carefully reviewed the company’s 2021 annual report, accounting statements and relevant financial data. Deloitte Touche Tohmatsu (special general partnership) audited the 2021 financial report prepared by the company in accordance with the accounting standards for business enterprises and relevant regulations, and issued a standard unqualified audit report. The board of supervisors believes that the procedures for the preparation and deliberation of the 2021 annual report by the board of directors of the company comply with laws, administrative regulations and the provisions of the CSRC; The contents of the annual report can truly, accurately and completely reflect the actual situation of the company’s operation, management and financial status in 2021, and there are no false records, misleading statements or major omissions.
(IV) opinions on the management of the company’s information disclosure
In accordance with relevant laws, regulations and regulatory requirements, the company establishes and improves the management system of information disclosure and strictly implements it. In 2021, the company disclosed 61 temporary announcements and 4 periodic reports. The board of supervisors believes that the company’s financial information can be disclosed in a timely and accurate manner in accordance with the requirements of laws and regulations, and the board of supervisors can ensure that the company’s financial results and major matters can be disclosed in a timely manner and in strict accordance with the requirements of laws and regulations.
(V) opinions on compliance management
In 2021, focusing on the main line of high-quality development, the company focused on the strategic goal of “building first-class compliance risk control management ability”. By establishing and improving the compliance management system and system, the company realized the effective identification, prevention and resolution of compliance risks, cultivated the active compliance culture of all employees, enhanced the ability of self-discipline, and ensured that the behavior of the company and all staff in the process of operation, management and practice complied with laws, regulations and norms. First, organize all units and subsidiaries of the company to sort out the system, check omissions and fill vacancies, constantly improve the system construction, and strengthen the system publicity and learning. Second, continuously improve the efficiency of compliance review, control the front-end gateway of compliance management, and continuously promote the standardization of compliance review of various businesses. Third, establish a “compliance integrity day”, strengthen the construction of compliance risk control culture and create a compliance risk control culture for all employees. Fourth, taking the Classified Supervision Review as an opportunity, the company conducted a comprehensive self-assessment on the effectiveness of the company’s compliance management. According to the self-assessment, the corporate governance structure of the company is sound, and the general meeting of shareholders and directors
