Industrial Bank Co.Ltd(601166) independent directors’ 2021 Annual Report
Su Xijia
I have diligently participated in the meetings of the board of directors and other relevant committees of the bank since 2017. The work of serving as an independent director of the bank in 2021 is reported as follows:
1、 Basic personal information
I am currently a professor of accounting at China Europe International Business School, and also an independent director of China Jinmao group, Opple Lighting Co.Ltd(603515) , Oriental Pearl Group Co.Ltd(600637) and Fujian Sanmu Group Co.Ltd(000632) and an associate professor of accounting at the school of business, City University of Hong Kong. There is no conflict of interest between the above job and part-time job and the position of independent director of the bank.
2、 Performance of duties in 2021
(I) attend the board meeting in person and express opinions
In 2021, in an honest and responsible attitude towards the bank and all shareholders, I carefully reviewed the periodic reports and relevant statements, personally attended all 7 meetings held by the board of directors of the bank, carefully reviewed relevant documents before the meeting, fully understood the background of the proposal, ensured the quality of decision-making, actively participated in the deliberation and discussion at the meeting, and expressed objective opinions or suggestions on several major issues. For example, we should continue to pay attention to the risk of “Thunderstorm” of large enterprise groups and make a good prediction; We should take the opportunity of entering systemically important banks, make continuous efforts and put forward higher requirements for ourselves; It is required that the capital adequacy ratio should be maintained at a reasonable level to improve the efficiency of capital use; Strengthen the training of the management team of subsidiaries to improve the basic management level of the group as a whole; Pay attention to the problems found in internal and external audit, and continuously track and implement rectification; We should strengthen the management of insiders and maintain personal reputation and the reputation of bank corporate governance; Pay attention to internal control. In addition to regular internal control inspection, departments with more internal control defects should be guided to carry out self inspection and self-examination; We should pay attention to and fully estimate the impact of the epidemic, and do a good job in coping strategies and plans. In addition, at the meeting of the board of directors, on behalf of the audit and related party transaction control committee, I timely informed the board of directors of the main opinions of the previous committee meetings.
(II) convene and preside over the meeting of the audit and connected transaction control committee of the board of directors. As the chairman of the audit and connected transaction control committee of the board of directors, I reasonably planned and arranged the work of the committee, organized and held 6 Committee meetings, and completed various responsibilities entrusted by the board of directors.
First, supervise and guide accounting firms to complete audit review. In the first half of the year, I listened to KPMG’s report on the 2020 annual report, the progress of internal control audit and the annual audit summary report. I raised questions on the rectification of internal control defects, asked the accountant to evaluate the bank on the observations in the audit process, and timely reminded the bank of the risk points that need to be paid attention to. In the second half of the year, we listened to KPMG’s semi annual review report and asked accountants to check more and make more suggestions. Listen to the annual financial report and internal control audit plan, and require accountants to continue to adhere to the basic principle of “soundness, rationality and comparability” in the annual audit. They not only provide legal audit services for the bank, but also hope that accountants can stand in the perspective of industry development and provide more independent, professional and valuable consulting suggestions for the bank’s business strategy and financial technology innovation.
Second, review regular reports and financial budget and final accounts reports. I have carefully reviewed the bank’s 2020 annual report, the first quarterly report, the semi annual report, the third quarterly report and the financial budget and final accounts report of 2021. I believe that the bank’s operation is stable, which reminds the management to pay attention to the risk of Thunderstorm in real estate enterprises, and suggests that the management should continuously improve the basic management level of individual subsidiaries.
Third, guide and supervise internal audit, implement and improve internal control. I carefully considered the reports on self-evaluation of internal control, internal audit project plan and internal audit work, and listened to the annual regulatory notification and the rectification of the bank. I have repeatedly stressed the great responsibility of the internal audit department. In recent years, the construction of the bank’s internal audit team has made steady progress, and the management strongly supports the development of internal audit. In the future, I should continue to strengthen the construction of internal audit team, and propose to strengthen the benign flow of cadres between business lines and internal audit. In addition, I also paid attention to the implementation of rectification of internal control defects and promoted the bank to improve the level of internal control compliance. Fourth, standardize the management of related party transactions. In accordance with relevant laws and regulations and internal rules and regulations, I diligently performed my duties, carefully reviewed the bank’s major related party transactions, focusing on the compliance and procedural nature of the transactions, including reviewing the 2020 report on related party transactions, reviewing the amount of major related party transactions, regularly reviewing the bank’s related party information, and timely reviewing and confirming the updates and changes of some related party information. As the chairman, I require the bank to continuously strengthen the fairness and compliance review of connected transactions to ensure the compliance of connected transactions, and require the bank to regularly report and update the connected transactions with major connected parties to the committee, so as to ensure that the transactions between the bank and connected parties are compliant, safe, fair pricing, no transfer of benefits, and in line with market rules and market conditions.
(III) perform the duties of the members of the remuneration assessment committee of the board of directors
As a member of the remuneration assessment committee of the board of directors, I have done a good job in relevant work: first, the assessment of senior executives. At the beginning of the year, I reviewed the report of senior executives to fully understand the work of the senior management team. Second, attend the meeting of the remuneration assessment committee of the board of directors to consider the evaluation report on the performance of directors in 2020, the remuneration distribution plan for senior executives in 2020 and other proposals. In my opinion, the bank’s senior management team has been diligent and committed to maintaining steady growth in business performance. It is suggested that on the premise of complying with relevant national regulations and drawing on the experience of the industry, we should promote the improvement of the senior management team salary policy as soon as possible and improve the competitiveness of the bank’s senior management salary; Review and formulate the standard operating rules for the calculation of the performance time of directors and supervisors, and unify the performance evaluation criteria.
(IV) attend the annual general meeting of shareholders and actively perform the duties of directors. I attended the 2020 annual general meeting of shareholders and the first extraordinary general meeting of shareholders in 2021, paid attention to the meeting’s convening, discussion and voting procedures in accordance with relevant laws and regulations and the articles of association of the bank, reviewed the deliberation process of major decision-making matters, and ensured that all proposals were in line with the interests of the bank and the interests of investors, especially minority shareholders.
(V) participate in the research and training of directors and understand the operation of the bank. In order to deeply understand the internal and external environment and operation of the bank, I continued to strengthen communication with the management, carefully listened to the operation of each stage and the progress of relevant key work, and participated in relevant special research and training activities organized by the board of directors. In 2021, I participated in the following activities: first, I convened the annual audit meeting of the audit and connected transaction control committee of the board of directors and independent directors in late February, Fully understand the implementation of major resolutions of the board of directors and the implementation progress of relevant opinions and suggestions, and fully communicate with the accounting firm on the progress of audit work in 2020 and key issues that need to be paid attention to. Second, in early June, the audit and related party transaction control committee of the board of directors and the internal audit team were convened to listen to the report of the internal audit team on the comprehensive business audit of Societe Generale trust. Third, in mid August, the audit and connected transaction control committee of the board of directors was convened to conduct a special investigation on Industrial Trust. It was suggested to clarify the positioning of Industrial Trust in the territory of industrial group, and put forward some suggestions for the transformation of Industrial Trust as soon as possible to form its own core competitiveness.
In the middle of August, the board of directors held a special meeting on how to improve the level of credit card related transaction management. Fifth, in late August, we communicated with KPMG’s audit team about the audit work, required to truthfully report major audit findings, and provided more professional advice for the bank and its subsidiaries to improve management, so as to promote the better development of the group’s business. Sixth, in late August, he participated in the investigation of Qingdao Branch’s business hall, the exhibition hall of the cultural era organized by the board of directors, as well as the investigation of Qingdao Branch’s operation and development, and put forward some opinions on the operation and development of the branch. Seventh, communicate with the Audit Department of the head office in late August and put forward guidance on how to do a good job of internal audit in the next stage. Eighth, in October, he participated in the special study of interpretation and analysis of recent macro situation and important regulatory policies by directors and supervisors, interpreted and analyzed the situation and policy orientation in the analysis stage, and continuously improved his ability to perform his duties.
In the process of performing his duties, Industrial Bank Co.Ltd(601166) actively cooperates with his work, timely provides information, materials and assistance required for his work, and the communication and opinion transmission channels are smooth.
3、 Key concerns
As an independent director, I have objectively and impartially expressed independent opinions on several major issues in strict accordance with the relevant provisions of the regulatory rules and the articles of association of the bank. First, express independent opinions on the nomination of directors of the new board of directors, the reappointment of senior management and the Secretary of the board of directors, and believe that the change of office of the bank is legal, compliant, pragmatic and efficient, and the qualification, nomination and appointment procedures of relevant personnel comply with legal provisions and regulatory requirements. At the same time, he expressed independent opinions on the nomination and addition of independent directors during the term, and believed that the relevant candidates met the qualification requirements, and the nomination and appointment procedures were legal. Second, carefully reviewed the 2020 annual report and the third periodic report of 2021 and signed written opinions, believing that the above reports objectively reflected the bank’s financial situation and operating results. Third, expressed independent opinions on the profit distribution plan for 2020, believed that the relevant plans complied with the provisions of laws and regulations and the articles of association of the bank, and fulfilled the commitment of sustained, stable and scientific return to investors. Fourth, express independent opinions on the remuneration of senior managers and believe that the accrual and distribution of performance-based remuneration comply with relevant systems and regulations. Fifth, express independent opinions on major related party transactions, and believe that the related party transactions comply with relevant laws and regulations in terms of fairness and procedure, the transaction conditions are fair and reasonable, and do not harm the interests of the company and shareholders, especially minority shareholders.
As an independent director, in 2021, I also paid special attention to the bank’s external guarantee and fund occupation, use of raised funds, performance express, appointment of accounting firm, information disclosure, internal control, operation of the board of directors and its special committees and other matters. I believe that the above matters operate normally under the effective supervision and management of the board of directors, relevant procedures and contents are legal and compliant, and the internal control is generally effective.
4、 Overall evaluation of performance
In 2021, I diligently and faithfully performed the duties of independent director. In terms of duty of diligence, I have worked for the bank for more than 25 working days and actively performed various duties. In terms of the duty of loyalty, it actively safeguarded the overall interests of the bank, and did not accept illegitimate interests in the process of performing its duties, take advantage of its position and authority in the bank to seek private interests, disclose the bank’s trade secrets without authorization, and damage the interests of the bank by using its affiliated relationship. There was no conflict of interest between its own and part-time work and the position of independent director of the bank, and truthfully informed the Bank of the relevant situation.
It is hereby reported.
Industrial Bank Co.Ltd(601166) independent directors’ 2021 Annual Report
Ben Shenglin
Since I served as Industrial Bank Co.Ltd(601166) independent director, I have performed my duties diligently, independently and objectively, actively participated in the meetings of the board of directors, committee meetings and other activities organized by the board of directors, and earnestly safeguarded the interests of the bank and all shareholders. I hereby report my work as an independent director in 2021 as follows:
1、 Basic personal information
I have been an independent director of Industrial Bank Co.Ltd(601166) since July 2021. He is currently a professor of Zhejiang University, President of the International United Business School and President of the Institute of financial science and technology. He is also the joint director of the Institute of international currency of Renmin University of China, a member of the International Committee of the all China Federation of industry and commerce, a member of the expert group of non Party Intellectuals of the central United Front Work Department, a member of the Standing Committee of the CPPCC Zhejiang Provincial Committee and deputy director of the economic committee, a counsellor of the people’s Government of Zhejiang Province, and a co chairman of the Zhejiang Federation of digital financial science and technology, Advisory member of Guangdong financial expert advisory committee and executive editor of China finance, China International Capital Corporation Limited(601995) , Wuchan Zhongda Group Co.Ltd(600704) , independent director of Hunan Sansure Biotech Inc(688289) Technology Co., Ltd., and supervisor of China China Construction Bank Corporation(601939) finance. He has successively served as senior vice president of ABN AMRO, managing director of HSBC, President of JPMorgan Chase Bank (China) Co., Ltd. and member of the global leading group of global enterprise bank. There is no conflict of interest between the above job and part-time job and the position of independent director of the bank. 2、 Performance of duties in 2021
(I) attend all board meetings in person and express opinions. In 2021, I personally attended the three meetings of the board of directors that should be attended, and attended the first meeting of the 10th board of directors as a proposed director. In an honest and responsible attitude towards the bank and all shareholders, I carefully reviewed the bank’s regular statements, business data and business performance reports on a daily basis. Before the meeting, I carefully reviewed relevant documents and materials, fully understood the background of various proposals, ensured the quality of decision-making, actively participated in the review and discussion at the meeting, and objectively expressed opinions or suggestions on several major issues: first, promote the process of group integration and establish an integrated customer business system, Realize the integration of the group and its subsidiaries, front, middle and back office, and form an overall solution for customers from the perspective of the group by building a simple customer relationship management system. Second, optimize the organizational structure of digital transformation and enrich the establishment of a professional talent system supporting the integration and informatization of China and Taiwan in banks. Third, increase investment in science and technology, optimize internal approval and decision-making mechanisms, improve investment efficiency, promote the bank’s digital transformation process and enhance its core competitiveness. Fourth, establish the linkage mechanism of the special committee of the board of directors, give full play to the professionalism of the committee, form a joint force and improve the efficiency of decision-making.
(II) convene and preside over the meetings of risk management and Consumer Protection Committee, perform the duties of relevant committee members, and assist the board of directors in making scientific decisions. I am the chairman of the risk management and Consumer Protection Committee of the board of directors and the member of the nomination committee of the board of directors, and actively perform relevant duties.
As the chairman of the risk management and Consumer Protection Committee of the board of directors, I convened and presided over three committee meetings, deliberated 14 proposals and listened to 14 reports, comprehensively and deeply understood the bank’s risk management and consumer protection, and focused on analyzing the main risk problems faced by the bank’s business transformation and operation management, Thoroughly implement the risk management concept of “full coverage, full scene and full process” and the bank’s strategy of “serving the bank”, strengthen risk empowerment, guide the adjustment and transformation of business structure, strengthen the construction of consumer protection system and mechanism, and put forward a series of work opinions and suggestions for continuously improving the professionalism of this bank’s comprehensive risk management, control effectiveness, market sensitivity and the level of consumer rights and interests protection, Draw the board’s attention to comprehensive risk management, liquidity management, stress testing, large risk exposure, monitoring of the group’s risk appetite indicators, business continuity management, data governance, information technology risk, consumer protection and other matters. As for the performance of the committee’s duties, it is suggested that the new committee optimize the agenda arrangement of the Committee and improve the effectiveness of the meeting based on the risk management concept of “full coverage, full scene and full process”. In the field of risk prevention and control, it is suggested to focus on credit risk, strengthen internal control compliance evaluation and management, and do a solid job in risk prevention. As for the construction of system and mechanism, it is suggested to start from the strategic and macro levels
