Yunnan Aluminium Co.Ltd(000807)
Yunnan Aluminium Co.Ltd(000807)
Report on the work of independent directors in 2021
(Yang Jiwei)
As an independent director of Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as " Yunnan Aluminium Co.Ltd(000807) " or "the company"), in strict accordance with the provisions of the company law, the securities law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies and other laws and regulations and the articles of association, during my tenure in 2021, I earnestly and responsibly exercised the rights and obligations conferred by the company, and fully mastered the development status of the company, Actively attended the meetings of the board of directors, special committees and general meeting of shareholders held by the company in 2021, expressed independent opinions on various matters considered by the board of directors with a cautious attitude, wholeheartedly performed the duties of independent directors, gave full play to the role of independent directors, and earnestly safeguarded the interests of the company and shareholders, especially small and medium-sized shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance at meetings
(I) attendance at the board of directors
During the reporting period, I actively fulfilled the obligations of independent directors. In 2021, the company held a total of 10 board meetings. My attendance at the board of directors is as follows:
This year shall be entrusted by the on-site communication party
Whether the absence of independent directors has not been for two consecutive times
Attending the board meeting
Name of the person (Times) attending the meeting in person
Number of meetings (Times) (Times) (Times)
Yang Jiwei 10 1 9 0 0 no
In my opinion, the convening and convening of the board of directors in 2021 comply with the provisions of the company law and the articles of association. Before the meeting of the board of directors, I carefully considered the company's proposals, carefully reviewed the relevant materials provided by the company, and made sufficient preparations for attending the meeting. At the meeting, each topic was carefully considered, actively participated in the discussion, and put forward reasonable suggestions from the perspective of finance, which played a positive role in making scientific decisions for the board of directors of the company. During the reporting period, I voted in favour of the relevant proposals considered at all previous board meetings, and there was no negative vote or abstention. (II) attendance at the general meeting of shareholders
During the reporting period, the company held two general meetings of shareholders, of which I should have attended twice and actually attended twice.
2、 Performance of duties
As an independent director of the company, the chairman of the audit committee of the board of directors and the chairman of the remuneration and assessment committee,
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807) and the members of the strategy committee and Nomination Committee of the board of directors, as the accounting professionals in the independent directors of the board of directors of the company, I have been diligent and conscientious, and made use of rich financial and economic expertise and practical experience to focus on the verification of the main financial reports (quarterly report, semi annual report and third quarterly report) during the reporting period, focusing on whether the changes of the company's main financial indicators are consistent with the actual situation, The company made prior approval on major matters of the company and expressed independent opinions on the following matters of the company:
1. At the first meeting of the 8th board of directors held on January 8, 2021, independent opinions were expressed on the proposal on the renewal of the company's senior managers, the proposal on the short-term use of some temporarily idle raised funds to supplement working capital, and the proposal on the formulation of China's futures hedging plan from January 11, 2021 to March 31, 2021.
2. At the second meeting of the 8th board of directors held on March 16, 2021, independent opinions were expressed on the proposal on Yunnan Aluminium Co.Ltd(000807) 2020 plan for non-public development of shares (the second revision), the proposal on signing Yunnan Aluminium Co.Ltd(000807) supplementary contract of share subscription contract with entry into force conditions for non-public offering of shares with Aluminum Corporation Of China Limited(601600) and other matters.
3. At the third meeting of the eighth board of directors held on March 22, 2021, the proposal on profit distribution in 2020, the proposal on the self-evaluation report on internal control in 2020, the proposal on the provision for credit impairment and asset impairment in 2020, the proposal on confirming the implementation of daily connected transactions in 2020, the proposal on the expected daily connected transactions in 2021 Proposal on the special report on the deposit and use of raised funds in 2020, proposal on the risk assessment report of Chinalco Finance Co., Ltd., plan on the renewal of financial service agreement and related party transactions between the company and Chinalco Finance Co., Ltd Independent opinions were expressed on the plan for the company and its subsidiaries to continue to purchase power from Yunnan Huineng Power Sales Co., Ltd. and related party transactions.
4. At the fourth meeting of the 8th board of directors held on April 26, 2021, independent opinions were expressed on the proposal on the change of the company's accounting policies and the proposal on the company's proposed implementation of tenure system and contractual management. 5. At the 5th meeting of the 8th board of directors held on July 27, 2021, independent opinions were expressed on the proposal on formulating the foreign futures hedging plan, the proposal on cashing in the remuneration of the company's senior managers in 2020, and the plan on renewing the appointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the company's financial audit institution and internal control audit institution in 2021.
6. At the sixth meeting of the eighth board of directors held on August 23, 2021, independent opinions were expressed on the proposal on the provision for asset impairment, the proposal on the special report on the deposit and use of raised funds in the half year of 2021, the proposal on the risk assessment report of Chinalco Finance Co., Ltd., and the plan on adjusting the estimated amount of daily connected transactions in 2021.
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807)
7. At the seventh (Interim) meeting of the eighth board of directors held on September 7, 2021, he expressed independent opinions on the proposal on changing the president of the company.
8. At the 8th meeting of the 8th board of directors held on October 22, 2021, the proposal on the provision for asset impairment and the proposal on equity transfer and related party transactions of equity participating financial enterprises Independent opinions on the procedures for selecting and appointing appraisal institutions, the competence of appraisal institutions, the independence of appraisal institutions, the rationality of appraisal assumptions and conclusions, and the applicability of appraisal methods.
9. At the 9th meeting of the 8th board of directors held on November 19, 2021, he expressed independent opinions on the proposal on appointing Mr. Liu Yongqiang as the vice president of the company.
10. At the 10th meeting of the 8th board of directors held on December 27, 2021, independent opinions were expressed on the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance, the proposal on using part of the raised funds to provide entrusted loans to Yunnan Wenshan Aluminum Co., Ltd., a wholly-owned subsidiary, to implement the raised investment projects, and the plan on the company's by election of Mr. Gao Lidong as a director.
3、 Performance of special committees
As the chairman of the audit committee and the remuneration and assessment committee of the board of directors of the company, as well as the member of the strategy committee and the nomination committee, I have earnestly performed various duties.
As the chairman of the audit committee, he communicates and communicates with accountants according to the audit plan, fully understands the audit situation of the company and pays attention to the main financial indicators of the company. According to the audit progress, give initial review opinions and re review opinions on the financial report to ensure that the company's financial report can truly, accurately and completely reflect the company's production and operation. According to the provisions and requirements of the basic norms of enterprise internal control and specific guidelines issued by the Ministry of finance, CSRC and other five ministries and commissions, combined with the company's internal control manual and internal control procedures, the company inspected the implementation of the company's internal control plan and fulfilled the duties of the chairman of the audit committee.
As the chairman of the remuneration and appraisal committee, he supervised the formulation and implementation of the company's remuneration system in strict accordance with the implementation rules of the company's remuneration and appraisal committee and other relevant systems, held relevant meetings of the remuneration and appraisal committee, and performed the duties of the chairman of the remuneration and appraisal Committee.
As a member of the company's Strategy Committee and Nomination Committee, he paid attention to the company's strategic development and performed the duties of a member of the strategy committee in accordance with the implementation rules of the strategy committee and the implementation rules of the nomination committee and other relevant systems; Actively participated in the daily work of the nomination committee, carefully examined the qualifications and nomination procedures of appointing Mr. Lu Jiansheng as the president of the company, Mr. Liu Yongqiang as the vice president of the company, and Mr. Gao Lidong as the candidate for non independent directors of the eighth board of directors of the company, issued independent opinions, and fulfilled the responsibilities of the members of the nomination committee.
4、 Other matters
During the reporting period, I did not propose to convene the board of directors or extraordinary general meeting of shareholders, and did not propose to hire or dismiss accountants
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807) Institute did not independently employ external audit institutions and consulting institutions, and did not raise objections to relevant proposals of the board of directors and other matters of the company.
The above is my performance report as an independent director in 2021. In the past year, all aspects of the company have given strong support and cooperation to independent directors in performing their duties. I would like to express my heartfelt thanks. In 2022, in the spirit of honesty and diligence, I will continue to perform the duties of independent directors in accordance with the requirements of laws and regulations, strengthen communication and cooperation with the board of directors, the board of supervisors and the management of the company, give full play to the role of independent directors, make use of financial and economic expertise and practical experience to provide more constructive suggestions for the development of the company, and enhance the decision-making ability and leadership level of the board of directors, Safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
Independent director: Yang Jiwei
February 21, 2023
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
