Huaneng Power International Inc(600011) : Huaneng Power International Inc(600011) 2021 annual report on the work of independent directors in 2021, the independent directors of the company carefully performed their duties to the company and relevant subjects, attended relevant meetings on time, carefully carried out research, expressed independent opinions in an objective, independent and impartial position, and used their expertise to standardize the operation of the enterprise Provide opinions and suggestions on improving quality, efficiency and sustainable development, strive to give full play to the independent role of independent directors, safeguard the overall interests of the company, and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
The performance of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
There are 5 independent directors in the 10th board of directors of the company, including Mr. Xu Mengzhou, Mr. Liu Jizhen, Mr. Xu Haifeng, Mr. Zhang Xianzhi and Mr. Xia Qing, accounting for one third of all members of the board of directors. Independent directors are well-known experts and scholars from finance, law, economics, enterprise management and power industry. They all have rich professional knowledge and industry or enterprise management experience. Their independence and part-time work meet the regulatory requirements of the place where they are listed. Their resumes and relevant information have been disclosed on the company’s website and relevant announcements.
2、 Annual performance of independent directors
(I) attendance at the shareholders’ meeting
During the reporting period, the company held three general meetings of shareholders. Independent directors overcame the impact of the epidemic and actively participated in the meeting, with a total of 7 people attending the meeting. During the meeting, he fully communicated with the company’s shareholders and legal counsel and earnestly performed the duties of independent directors. Mr. Zhang Xianzhi made an annual report on his work on behalf of all independent directors, reporting on the performance of his duties and the completion of key work. The independent directors of the company believe that the convening and convening procedures of the general meeting of shareholders comply with the provisions of relevant laws and regulations, and the resolutions of the meeting are legal and effective.
(II) attendance at board meetings
During the reporting period, independent directors attended all 11 board meetings of the company in person and entrusted, with a personal attendance rate of 94.54%. Independent directors performed their duties diligently in accordance with laws, regulations and the company’s system, carefully reviewed documents and materials before the meeting, actively investigated and obtained relevant materials of required proposals when necessary, fully discussed at the meeting, objectively and fairly expressed independent opinions and voted prudently, which provided a solid guarantee for the scientific decision-making and compliance operation of the company’s board of directors.
(III) attendance at audit committee meetings
During the reporting period, the audit committee of the company held 8 meetings, and all independent directors attended all meetings in person and entrusted as members to review the accuracy and integrity of the financial information in the company’s annual report, semi annual report and quarterly report; Identify the annual work plan, expense budget, audit results and the person in charge of the internal audit department of the internal audit department; Review the appointment of external auditors; Confirm the related party transaction proposal in advance, approve the amount of daily related party transactions, and review the implementation of related party transactions afterwards; Guide and supervise the effectiveness of the implementation of the internal control system; Regularly communicate with the company’s board office, management department, finance and budget department, internal audit department, etc; Regular communication with external lawyers and auditors.
(IV) attendance at meetings of other special committees
During the reporting period, the independent directors of the company also attended the meetings of the strategy committee and the remuneration and assessment committee respectively, reviewed the company’s comprehensive risk management report, the implementation and disclosure of the remuneration system, and formed relevant review reports, which provided an important basis for the correct decision-making of the board of directors.
(V) investigation and research
In 2021, the independent director and his party went to Fujian to conduct on-site investigation on Fujian company, Luoyuanwan power plant, Xiapu nuclear power, etc. Independent directors went to the front line to investigate the actual production and operation, understand the R & D forward-looking technology and development trend of the industry, combined with their own management experience, professional expertise and research experience, put forward constructive opinions and suggestions for the company and grass-roots enterprises in terms of new energy development, scientific layout of coal transportation, improving project construction quality and strengthening financial internal control management, and expanded the development ideas of relevant enterprises, Promoted the improvement of management level.
3、 Key issues of independent directors’ annual performance
(I) review of related party transactions
During the reporting period, independent directors attached great importance to related party transactions and conducted strict pre -, in – and post audit. According to the provisions of the company’s working system for independent directors and the management measures for connected transactions, the independent directors carefully reviewed the company’s list of connected parties in 2021, the proposal and relevant materials of daily connected transactions, as well as the opinion letter of independent financial adviser on daily connected transactions, and expressed the opinions of independent directors. By consulting relevant materials, listen to the control and audit reports of the internal control department and external auditors on the daily connected transactions, and review the implementation of the daily connected transactions occurred in the previous year. When reviewing major non routine related party transactions, the independent directors believed that the voting procedures of proposals such as the proposal on participating in capital and share increase of Huaneng qingneng Institute and the proposal on joint capital increase of subsidiaries and related parties to the joint venture were legal, and the related party transactions were fair to the company and all shareholders and in line with the overall interests of the company.
(II) review the use of raised funds
During the reporting period, the independent directors reviewed the proposal on temporarily replenishing working capital by using some idle raised funds and the proposal on closing investment projects with raised funds and permanently replenishing working capital with the surplus raised funds in accordance with the requirements of relevant laws and regulations, and considered that these proposals were in line with the development and actual operation needs of the company and conducive to improving the use efficiency of raised funds. Independent directors regularly check the deposit and actual use of the company’s raised funds to ensure that the raised funds are used normally as planned. The independent directors believe that the management and use of the company’s raised funds comply with the regulatory provisions and do not harm the interests of shareholders.
(III) implementation of internal control
During the reporting period, independent directors continued to pay attention to the implementation of the company’s internal control, timely understand the financial management and business development, regularly listen to the work reports of the internal audit department, and review the company’s internal control evaluation report and the internal control audit report issued by the external auditor. Independent directors have fully analyzed and inspected the company’s internal control environment, business risks and internal control activities to ensure the effectiveness of internal control. (IV) implementation of information disclosure
During the reporting period, the independent directors attached great importance to the company’s information disclosure. According to the requirements of the opinions of the State Council on further improving the quality of listed companies, they urged the company to disclose information in strict accordance with the company law, the securities law, the Listing Rules of the place of listing and the relevant provisions of the company, carefully review all kinds of announcements and strictly control the performance forecast, so as to ensure that the company is true, accurate, complete and reliable in 2021 Information disclosure was completed in a timely manner.
(V) performance of duties during the preparation of the annual report
On February 26, 2021, the 10th board of directors of the company held a meeting of independent directors to review the report on the annual production and operation, investment and financing activities and other major matters, the report on the annual financial status and operating results, and the report on the preparation of the annual regular meeting submitted by the management.
The matters discussed shall form meeting minutes and urge the company to implement them, so as to lay a good foundation for the smooth convening of the annual board meeting and the timely and accurate disclosure of the annual report.
（6） Independent opinions
During the reporting period, the independent directors of the company issued independent directors’ opinions on 17 proposals discussed by the board of directors, including profit distribution plan, daily related party transaction budget, storage and use of raised funds, external guarantee and appointment of auditors of the company in 2021, so as to ensure that the above proposals comply with the requirements of relevant laws and regulations and safeguard the legitimate rights and interests of minority shareholders of the company.
4、 Improvement of performance ability of independent directors
In order to continuously improve the ability of independent directors to perform their duties, the board of directors of the company pays close attention to various training plans of the supervision unit. In 2021, all five independent directors participated in the follow-up training of independent directors held by Shanghai Stock Exchange. The training deepened the understanding of laws and regulations on capital market, regulatory requirements for information disclosure, standardized performance of independent directors, major asset restructuring and refinancing policies, and further improved the performance ability. In addition, the company assisted the independent directors to timely understand the company’s business situation and industry situation, comprehensively and objectively grasp the company’s current situation and serve the independent directors to make scientific and prudent decisions by strengthening reporting and communication and compiling the independent directors’ newsletter.
5、 Matters and reasons for objections raised by independent directors
The independent directors believe that the previous general meetings of shareholders and meetings of the board of directors held during the reporting period comply with legal procedures, the decisions on major business matters have been subject to due approval procedures, and the decision-making results are legal and effective. During the reporting period, independent directors did not raise objections to the proposal of the board of directors and other matters.
6、 Relevant proposals
During the reporting period, independent directors did not propose to convene the board of directors, to employ or dismiss accounting firms, to independently employ external audit institutions and consulting institutions, and there were no other special proposals.
7、 Overall evaluation and suggestions of annual work
The independent directors of the company perform their duties independently, honestly and diligently in accordance with the rights conferred by laws and regulations and the articles of association, focus on the company’s compliance operation, related party transactions, risk prevention and control, and prudently express the opinions of independent directors. On the one hand, it takes the responsibility of safeguarding the overall interests of the company, especially the legitimate rights and interests of minority shareholders, and gives full play to its positive role in protecting investors. On the other hand, it paid attention to its own professional cultivation, gave full play to its professional expertise, put forward a number of suggestions, which were adopted by the board of directors, and promoted the reform, development and management improvement of the company.
In 2022, the independent directors of the company will continue to strengthen their own learning and actively participate in the learning and exchange of various securities laws and regulations to ensure the continuous improvement of their ability to perform their duties and practice. At the same time, continue to strengthen investigation and research, understand the company’s operation and management, green development, risk prevention and control, put forward opinions and suggestions in time, provide reference for the decision-making of the company’s board of directors, and effectively safeguard the overall interests of the company and the legitimate rights and interests of small and medium-sized investors Huaneng Power International Inc(600011)
Independent director of the board of directors
Xu Mengzhou, Liu Jizhen, Xu Haifeng, Zhang Xianzhi, Xia Qing, March 22, 2022
