Zijin Mining Group Company Limited(601899)
2021 annual report of independent directors
The independent company law and the regulations of the stock exchange of Hong Kong (hereinafter referred to as the “independent company law”) require the directors to perform their duties faithfully and strictly in accordance with the independent company law, the regulations of the stock exchange of Hong Kong and other regulations Express opinions independently, objectively and impartially on major matters such as related party transactions, external guarantees, use of raised funds, foreign investment and internal risk control, promote the standardized operation of the board of directors and the continuous improvement of the level of corporate governance, effectively ensure the scientificity and rationality of the company’s business decisions, and effectively safeguard the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
The seventh board of directors of the company consists of 13 directors, including 6 independent directors, accounting for about half of the board seats, including Mr. Zhu Guang, Mr. Mao Jingwen, Mr. Li Changqing, Mr. He Fulong, Mr. Sun Wende and Mr. Bo Shaochuan. Independent directors are senior persons with professional backgrounds in mining, finance, accounting, law and management, including one academician of the Chinese Academy of engineering, one certified public accountant and one Hong Kong lawyer. (see the company’s 2021 annual report for the resume of independent directors)
The company continues to further enhance the independence of the special committee in accordance with ESG international standards and practices. In 2021, the members of the audit and internal control committee of the board of directors of the company were adjusted from 8 to 6, all of which were composed of independent directors and non-executive directors. At present, in the audit and internal control committee of the board of directors and the nomination and Remuneration Committee of the board of directors, independent directors account for the majority and serve as the chairman (convener).
Appointment of independent directors in special committees of the 7th board of directors of the company
Independent director seat / special
Committee member Xi Zhuguang, Mao Jingwen, Li Changqing, he Fulong, sun Wende, Bo Shaochuan
position
Strategy and sustainable development (ESG) 4 / 9 member – member – member
committee
5 / 6 members of audit and internal control committee – Chairman and vice chairman
Committee member
Nomination and Remuneration Committee 4 / 6 chairman – vice chairman –
Committee member
The independent directors of the company meet the independence required by relevant laws and regulations, and there is no situation affecting their independence. Each independent director submitted a confirmation letter to the company on their independence and agreed with their independence. The company continued to implement the requirements of relevant regulatory authorities. In 2021, the company successively organized independent directors to comprehensively strengthen the study and Research on systems and regulations such as the standards for independent directors of listed companies, related party transactions, insider information management and other businesses. In combination with the internationally accepted governance standards, the company deepened its understanding and understanding of the improvement of corporate governance structure and standardized operation of listed companies, and further improved the level of scientific decision-making.
2、 Basic information of annual performance of duties
(I) participation in the meeting
In 2021, the company held 2 general meetings of shareholders, 17 board meetings, 2 Strategic and sustainable development (ESG) committees, 7 audit and internal control committees, and 1 nomination and Remuneration Committee. The independent directors of the company are able to attend the general meeting of shareholders, the board of directors and the meetings of special committees on time, carefully review the meeting materials before the meeting, and take the initiative to investigate and obtain the information and materials needed to make decisions; At the meeting, actively and fully participate in the discussion of topics and put forward reasonable suggestions, strictly exercise the voting right, give full play to the professional and independent role, further improve the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguard the overall interests of the company and the legitimate rights and interests of minority shareholders. In this year, the independent directors did not raise objections or abstain from various topics and other matters of the board of directors and its special committees, and did not propose to convene an extraordinary general meeting of shareholders and the board of directors.
(II) performance of duties in the special committee
1. Strategy and sustainable development (ESG) committee
The company’s strategy and sustainable development (ESG) committee focused on the company’s global development strategy, studied and reviewed the company’s five-year (2 + 3) plan and ten-year plan outline, and proposed to build the company into a world-class metal mining company in three stages (20212022, 20232025 and 20262030), so as to build an advanced global operation and management system and global competitiveness, It also puts forward the key points of the company’s development strategy and main work measures. In the face of the global “double carbon” opportunity and the intensification of the energy crisis, the strategy and sustainable development (ESG) committee proposed to accelerate the entry into the field of new energy and new materials on the basis of focusing on the main minerals, make full use of the industry competitiveness and influence formed by the company in the upper reaches of the industry, expand the company’s development space, strengthen the performance growth points, promote the implementation of the company’s carbon emission reduction measures, and improve the ability of sustainable development.
2. Audit and internal control committee
The company’s audit and Internal Control Committee regularly and irregularly listened to the report of the company’s management on the company’s annual production and operation, investment and financing activities and other major matters, and communicated with the company’s internal control and risk management. At the same time, according to the implementation rules of the audit and internal control committee, carefully and prudently review the company’s financial information (including the draft of annual report, semi annual report and quarterly report) and its disclosure, and put forward improvement opinions.
3. Nomination and Remuneration Committee
According to the company’s external business environment and business performance in 2020, the nomination and Remuneration Committee of the company put forward the opinions on the remuneration of the executive director, the chairman of the board of supervisors and senior executives of the company, and submitted them to the board of directors and the general meeting of shareholders for deliberation respectively. It is considered that the remuneration of the above personnel follows relevant laws and regulations and complies with the company’s systems and procedures. It is required that the remuneration of senior executives in 2021 should not only strictly implement the company’s remuneration system, The linkage with ESG performance should be strengthened.
(III) investigation and investigation
In combination with the concerns of the market and the board of directors and the responsibilities of special committees, the independent directors of the company continue to strengthen communication with other directors, the board of supervisors and the management, deeply understand the company’s strategic implementation and production and operation, and put forward constructive opinions and suggestions with an independent, rigorous and scientific attitude and keen risk awareness to help the steady development of the company.
First, during the period of attending the general meeting of shareholders, the board of directors and the special committee, continuously understand the production, operation and financial status of the company, and listen to the work reports of the company’s management on the production, operation and standardized operation of the company. Second, continuously enrich the smooth channels, and understand them through on-site research, video research, individual interviews and reading the regular and irregular reports and documents on the work of the board of directors.
Independent directors Zhu Guang, Li Changqing, he Fulong and Bo Shaochuan went deep into Heilongjiang Duobaoshan Copper Co., Ltd. and Heilongjiang Zijin Copper Co., Ltd. in July 2021 to have a detailed understanding of the project production and operation, legal compliance, safety and environmental protection, ESG construction and sustainable development, and put forward guiding opinions and suggestions for the future work of the project; In November, he participated in the production and operation analysis meeting of Xinjiang Habahe Ashele Copper Co., Ltd., and had an in-depth understanding of the production and operation analysis of the ownership enterprises. Mao Jingwen, an independent director, has visited Tibet Julong Copper Co., Ltd. and Shanxi Zijin Mining Group Company Limited(601899) Co., Ltd. for many times to guide the green exploration of mines and promote the coordinated development of mining development and environmental protection. Sun Wende, an independent director, has repeatedly informed the executive director and the Secretary of the board of directors about the work of corporate governance and ESG through telephone and email, and guided the company to continuously improve and strengthen the quality of information disclosure.
(IV) cooperation of the company with independent directors
The company provides necessary working conditions for independent directors to perform their duties, ensures that independent directors can effectively exercise their functions and powers, carefully listens to the professional opinions put forward by independent directors, and carefully studies and implements them; Timely submit relevant documents and materials to independent directors to ensure that independent directors enjoy the same right to know as other directors; Relevant personnel actively cooperate with independent directors in exercising their functions and powers and do not interfere with their independent exercise of functions and powers; Actively organize and coordinate independent directors to carry out field visits to the company and ownership enterprises, and provide necessary services and assistance. The company provides fixed allowances and attendance subsidies to independent directors in accordance with norms and procedures, and purchases liability insurance for directors, supervisors and senior executives including independent directors.
3、 Key concerns and work
(I) related party transactions
The independent directors of the company attach importance to the related party management, review the related party transactions in the company’s daily production and operation activities in accordance with the requirements of relevant regulations, evaluate whether the related party transactions are objective, whether the pricing is reasonable, and whether they will damage the interests of the company (especially minority shareholders), make independent judgments and express independent opinions.
In 2021, independent directors expressed independent opinions on the following related party transactions:
On January 29, 2021, the seventh interim meeting of the board of directors deliberated and adopted the proposal on the sale of copper concentrate from Ashele copper to Wuxin copper to constitute a continuous connected transaction. The independent directors believe that the voting procedure of the board of directors is legal and effective when considering the connected transaction; The above connected transactions are conducted in accordance with the general commercial terms. Compared with the supply contracts such as key customers, the price is based on the market pricing principle, and the transaction terms are fair and reasonable, reflecting the principle of fairness and justice. There is no behavior damaging the interests of the company and shareholders, which is beneficial to both parties to the transaction and all shareholders of the company.
(II) external guarantee and fund occupation
As of December 31, 2021, the cumulative balance of external guarantees actually incurred by the company was 30343711640 yuan (including 28072001940 yuan for wholly-owned subsidiaries and holding subsidiaries), accounting for 42.72% of the company’s audited net assets attributable to the parent company in 2021. There was no overdue external guarantee. The guarantee has fulfilled relevant deliberation procedures and has not harmed the interests of the company and shareholders. In 2021, there was no non operational occupation of funds by the controlling shareholders and their related parties.
(III) use of raised funds
With the approval of China Securities Regulatory Commission, the company publicly issued A-share convertible corporate bonds to the public in November 2020, and the net amount of funds actually raised was RMB 597028506725; The raised funds shall be stored in a special account. As of December 31, 2021, the company has used a total of 45449383 million yuan of raised funds, and the balance of the special account is 14629642 million yuan. The company has set up a special account for the raised funds to implement centralized storage and management of the raised funds. There is no violation of relevant laws and regulations and the company’s measures for the management of raised funds, such as changing the purpose of the raised funds, occupying and misappropriating the raised funds.
(IV) share grant and repurchase reserved in restricted stock incentive plan
The company granted 2.51 million reserved restricted shares to 39 incentive objects, and repurchased and cancelled 800000 restricted shares granted to incentive objects who did not meet the incentive conditions but not lifted the restriction. The independent directors of the company issued written independent opinions on the above matters.
(V) performance forecast and performance express
In 2021, the company issued the announcement of pre increase of performance in 2020, the announcement of pre increase of performance in the first quarter of 2021 and the announcement of pre increase of performance in the half year of 2021. The disclosure procedures of the company’s pre increase announcement comply with relevant regulations, and there is no significant difference between the financial data and indicators involved and the actual data and indicators disclosed in the periodic report.
(VI) appointment or replacement of accounting firms
According to the resolutions of the sixth meeting of the seventh board of directors and the 2020 annual general meeting of shareholders of the company, it is agreed to renew the appointment of Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution of the company in 2021. The resolution procedures for the company to appoint an audit institution comply with relevant laws and regulations, the articles of association and other relevant provisions.
(VII) cash dividends and other investor returns
In 2021, the company implemented the profit distribution plan for 2020 and distributed a cash dividend of 1.20 yuan (including tax) to all shareholders for every 10 shares, with a total cash dividend of 3.159 billion yuan (including tax). The cash dividend accounted for 49% of the net profit attributable to the shareholders of the parent company in that year. The profit distribution plan implemented by the company complies with the relevant provisions on cash dividends in the articles of association and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, which not only ensures the continuity and stability of the company’s profit distribution policy, but also takes into account the long-term interests of the company, the overall interests of all shareholders and the sustainable development of the company.
(VIII) performance of commitments of the company and shareholders
In 2021, the company and its shareholders did not violate their commitments.
(IX) implementation of information disclosure
In 2021, independent directors continued to pay attention to the company’s information disclosure and urged the company to fulfill its information disclosure obligations in accordance with relevant laws and regulations at home and abroad and the company’s system. At the same time, the independent directors actively performed the responsibilities related to the preparation and disclosure of the annual report, and fully communicated and discussed the annual audit with the external auditors.
(x) implementation of internal control
The company has established a relatively perfect internal control system, which basically covers the key links of the company’s operation and management activities, and all internal control management systems have been effectively implemented.
4、 Overall evaluation and work outlook
In 2021, the independent directors of the company conscientiously fulfilled the relevant laws and regulations, the articles of association, the independent director system and other provisions, faithfully, diligently and prudently performed their duties, continuously improved the scientific decision-making level of the board of directors and various special committees, continuously promoted the improvement of the level of corporate governance, and effectively safeguarded the company and the whole society
