Xinjiang Tianshan Cement Co.Ltd(000877)
Report on the work of independent directors in 2021
As independent directors of Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as “the company”), in strict accordance with the provisions of the securities law, the company law, the guidelines for the governance of listed companies and other laws and regulations, as well as the articles of association, we carefully reviewed the proposals of the board of directors based on the principles of loyalty, good faith, diligence and conscientiousness, expressed prior approval and independent opinions on major issues, and actively participated in the development strategy, operation and management of the company As well as the supervision of the legitimate rights and interests of small and medium-sized shareholders and the protection of the company’s remuneration and audit. The performance of duties in 2021 is reported as follows:
1、 Election of independent directors and change of board of directors
Due to the expiration of the term of office of Mr. Gao Yunfei and Ms. Li Wei, the independent directors of the seventh board of directors, the company held the third extraordinary general meeting of shareholders in 2021 on June 10, 2021, and elected Mr. Kong Xiangzhong and Mr. Lu Zhengfei as independent directors.
On December 9, 2021, the company held the sixth extraordinary general meeting of shareholders in 2021 to elect the board of directors of the company. Mr. Kong Xiangzhong, Mr. Lu Zhengfei and Mr. Zhan Lei were elected as independent directors of the eighth board of directors of the company.
2、 Attendance at meetings
1. Attendance at the board of directors
In 2021, the company held 18 meetings of the board of directors. During the performance period, as independent directors, we earnestly performed our duties, took the initiative to understand the situation and obtain the information required before making decisions before the board of directors, carefully reviewed the relevant materials of the meeting, attended the board of directors on time, reviewed various proposals of the meeting, and expressed prior approval and independent opinions on relevant proposals.
2. Attendance at the general meeting of shareholders as nonvoting delegates
In 2021, the company held 9 shareholders’ meetings, and independent directors attended all shareholders’ meetings as nonvoting delegates.
3、 Giving prior approval and independent opinions
During the reporting period, as an independent director of the company, we faithfully performed our duties, conscientiously and diligently performed our duties in accordance with relevant laws, regulations and provisions, paid close attention to major matters such as the company’s standardized operation, operation and management, financial status, profit distribution, guarantee to subsidiaries, related party transactions and the change of the board of directors, strengthened full communication with the company’s management and relevant departments before the meeting, and carefully reviewed the proposal, Put forward constructive opinions and suggestions for the company’s business development and standardized operation, gave full play to the role of independent directors in corporate governance, and effectively safeguarded the interests of the company and minority shareholders. On the basis of careful deliberation, we have issued 48 prior approval and independent opinions.
4、 Work of special committees of the board of directors
1. Audit Committee
The audit committee of the board of directors of the company held a total of 8 meetings during the year. During the audit, we earnestly performed our duties, paid attention to major issues, maintained the independence of the audit process, and ensured the authenticity, objectivity and fairness of the audit report.
2. Strategy Committee
The strategy committee of the board of directors of the company held a total of one meeting in the year to review the company’s development strategic plan, actively discuss the company’s development strategy, major investment direction and other issues, and provide opinions and suggestions for the formulation of the company’s “14th five year plan” strategy, which is conducive to promoting the healthy and stable development of the company.
3. Remuneration and assessment committee
The remuneration and assessment committee of the board of directors of the company held four meetings in total during the year to review the term of office business performance assessment measures for senior managers of the company, term system and contractual management measures for members of the management, Xinjiang Regional excess profit sharing scheme and allowance standard for independent directors. After forming written opinions, it was submitted to the board of directors of the company for consideration.
4. Nomination Committee
The nomination committee of the board of directors of the company held two meetings in total during the year, carefully considered the general election of the board of directors, the adjustment and appointment of senior executives, reviewed the qualification of personnel, and played the role of the nomination committee.
5、 Work on protecting the legitimate rights and interests of public shareholders
1. Supervision of the company’s information disclosure
During the reporting period, we paid close attention to the company’s information disclosure, carefully reviewed the meeting materials before each board meeting, and signed various opinions at the meeting. We believe that the company has fulfilled the necessary approval and submission procedures, and the information disclosure is true, accurate, complete and timely, without any false records, misleading statements or major omissions, which can effectively protect the rights and interests of investors, especially small and medium-sized investors.
2. Supervision of corporate governance and operation management
In accordance with relevant laws and regulations, the rules for independent directors of listed companies and the articles of association, we faithfully perform the duties of independent directors. In order to better protect the interests of all investors, especially small and medium-sized shareholders, we uphold the objectivity and scientificity of independent directors’ decision-making, carefully review the proposals that need to be considered by the board of directors, exercise our voting rights independently, objectively and prudently, and actively promote the standardized operation of the company.
3. Improve the compliance ability to protect the shareholders’ rights and interests of the public
We pay close attention to the latest changes in macro policies and industry situation, constantly strengthen learning, actively participate in various trainings, pay attention to the latest changes in relevant laws, regulations and rules, timely grasp relevant policies, improve knowledge reserves and improve the compliance ability to protect public shareholders.
6、 Independence statement
As of the date of issuance of this report, we have maintained the status of independent director and the independence conditions for performing our duties. The statements and commitments of independent director candidates have not changed, and are not affected by the major shareholders, actual controllers or other units or individuals with interests in the listed company. 7、 Other working conditions
In 2021, as independent directors, we did not independently or jointly exercise the special functions and powers of proposing to convene the board of directors, proposing to convene an extraordinary general meeting of shareholders to the board of directors, and independently hiring external audit institutions and consulting institutions to audit and consult the specific matters of the company.
In 2021, we actively participated in the company’s development strategy, operation and management, financial management, capital operation, risk control and other aspects, made use of professional knowledge to provide advice for the company, and promoted the scientific and efficient decision-making of the company’s board of directors; In the process of performing our duties as an independent director, the board of directors, the management and relevant personnel of the company have given us active and effective cooperation and support. I would like to express my gratitude.
In 2022, as an independent director, we will continue to seriously study laws, regulations and relevant provisions in strict accordance with the attitude of being responsible to the company and all shareholders, continue to strengthen communication and cooperation with the directors, supervisors and management of the company, and provide more constructive opinions and suggestions for the development of the company based on the principles of loyalty, diligence, independence and impartiality and professional knowledge and experience, Give full play to the professional advantages and independent judgment of independent directors, promote the continuous improvement of corporate governance, and effectively safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
Reported by: Kong Xiangzhong, Lu Zhengfei, Zhan Lei
February 21, 2023
