Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458)
Report on the work of independent directors in 2021
As an independent director of Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) (hereinafter referred to as “the company”) in 2021, he diligently and prudently exercised the rights of independent directors in accordance with the provisions and requirements of the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the stock Listing Rules of Shanghai Stock Exchange, the articles of association, the working system of independent directors and other relevant laws, regulations and rules, Actively understand the operation and development of the company, actively attend the board of directors and shareholders’ meetings, participate in major decisions of the company, give full play to their professional advantages on major matters considered by the board of directors, express independent and objective opinions, effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, and fulfill their duties and obligations of integrity and diligence. The report on the performance of duties in 2021 is as follows: I. description of independence
As an independent director of the company, we have not held any position in the company other than an independent director, provided financial, legal, management consulting, technical consulting and other services for the company, nor obtained additional undisclosed interests from the company and its major shareholders or interested institutions and personnel, and there is no situation affecting the independence of independent directors. 2、 Attendance at the meeting
In 2021, the company held 8 board meetings and 3 general meetings of shareholders. In a diligent and conscientious manner, the independent directors attended all the board of directors and shareholders’ meetings held by the company, carefully reviewed the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions, which played a positive role in the correct decision-making of the board of directors. During the reporting period, the convening of the board of directors and the general meeting of shareholders of the company met the legal requirements, the relevant examination and approval procedures were performed for major matters, and the Independent Directors voted in favour of all the proposals on the board of directors without negative votes or abstention.
Under the board of directors of the company, there are four special committees, including the strategic development committee, the audit committee, the nomination committee and the remuneration and assessment committee, which perform their respective duties in a serious, diligent and conscientious manner according to the actual situation of the company and the requirements of the working rules of each committee. In 2021, the company held 2 meetings of the strategy committee, 5 meetings of the audit committee, 5 meetings of the remuneration and assessment committee and 2 meetings of the nomination committee, all of which were attended in person without unreasonable absence. 3、 Key issues of independent directors’ annual performance 1. Foreign investment
The company’s foreign investment is an important measure to realize its own development strategy, further improve the company’s comprehensive competitiveness and achieve sustainable development. It meets the needs of the company’s future development and strategic layout, and is conducive to improving the company’s sustainable profitability and market competitiveness. The deliberation and voting procedures of foreign investment matters comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the legitimate interests of the listed company and all shareholders. 2. External guarantee and fund occupation
According to the opinions of the State Council on the occupation of funds of the listed company and the spirit of the regulations of the State Council on the occupation of funds of the listed company (No. 2021), there was no further investigation on the violation of the regulations of the State Council on the occupation of funds and the system of guarantee of the listed company (No. 2021). 3. Profit distribution
Independent directors believe that the company’s 2020 profit distribution plan fully considers various factors such as shareholders’ interests, the company’s current operating conditions, capital needs and future development, and complies with the profit distribution policies in the articles of association and relevant laws and regulations. 4. Employment of accounting firms
The company appointed Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2021. The independent directors believe that Dahua certified public accountants has better performed the responsibilities and obligations stipulated by both parties in accordance with the independent, objective and fair practice standards during its tenure as the company’s audit institution. The audit opinion issued by the firm can objectively and truly reflect the company’s financial situation and operating results, and successfully completed the company’s audit work. 5. Remuneration of directors and senior managers
In 2021, the remuneration, assessment and incentive of the company’s directors and senior managers were implemented in accordance with relevant regulations, and the remuneration distribution procedures were in line with relevant laws, regulations and the articles of association, without damaging the interests of the company and shareholders. Independent directors have no objection to this. 6. Implementation of internal control
In 2021, the company established and improved its internal control system in accordance with regulatory policies and combined with its own business needs. The corporate governance structure was perfect and effective, and the internal control organization was set up reasonably. The company’s internal control system had covered all business processes of the company, and the internal control was effective. 7. Operation of special committees under the board of directors
In 2021, the strategic development, audit, nomination, remuneration and assessment committees under the board of directors can faithfully perform their duties with a serious and responsible attitude of diligence and integrity according to the actual situation of the company and their respective working systems. 8. Use of raised funds
According to the provisions on the administration of raised funds of listed companies on Shanghai Stock Exchange and the measures for the administration of raised funds of the company, the independent directors focused on the supervision and review of the use of raised funds of the company, and believed that the storage and use of raised funds of the company fully met the requirements of relevant laws, regulations and systems, and there were no violations. At the same time, the company uses the temporarily idle raised funds for cash management, which aims to improve the use efficiency of the company’s idle raised funds, and is implemented on the premise that it does not affect the capital turnover needs of the company’s daily operation and the capital needs of the investment project construction of the raised funds, which is conducive to improving the use efficiency of the company’s funds and increasing the company’s income, which is in line with the interests of the company and all shareholders, and does not harm the company and all shareholders, Especially the interests of minority shareholders.
9. Performance of commitments of the company and shareholders
During the reporting period, the company’s disclosure of relevant commitments was true and sufficient, and there was no situation that should be disclosed but not disclosed. At the same time, the company can actively urge all parties to ensure that all relevant commitments are fulfilled in a timely and effective manner. 10. Implementation of information disclosure
The independent directors have continuously paid attention to and supervised the information disclosure of the company in 2021. The information disclosure system of the company is sound and can be implemented in strict accordance with the relevant provisions of laws and regulations such as the stock listing rules of Shanghai Stock Exchange. The information disclosure is true, accurate, timely and complete without any false records, misleading statements or major omissions. 4、 On site investigation of the company
In 2021, independent directors made many on-site visits to the company to understand the operation and financial status of the company. Keep close contact with other directors, senior managers and relevant staff of the company through telephone and e-mail, always pay attention to the impact of external environment and market changes on the company, pay attention to the media and network reports of the company, timely learn the progress of major matters of the company and master the operation dynamics of the company. 5、 Work done in protecting the rights and interests of investors
1. The company can do a good job of information disclosure in strict accordance with the relevant provisions of laws and regulations such as the Listing Rules of Shanghai Stock Exchange, the measures for the administration of information disclosure of listed companies and the guidelines for the information disclosure system of listed companies of Shanghai Stock Exchange, so as to ensure that the information disclosure of the company in 2021 is true, accurate, timely and complete, and safeguard the interests of the company and investors.
2. Investigation on corporate governance structure and operation management. Independent directors communicate with relevant personnel of the company, deeply understand the improvement and implementation of the company’s operation and management, internal control and other systems, the implementation of resolutions of the board of directors, financial management and other related matters, pay attention to the company’s daily operation and governance, timely understand the company’s daily operation status and possible business risks, and consult the information and materials required for making decisions, And fully express their opinions at the meeting of the board of directors; For each proposal considered by the board of directors, first carefully review the proposal materials and relevant introductions, and exercise the voting right independently, objectively and prudently on the basis of full understanding. 6、 Overall evaluation
During the term of office in 2021, as an independent director of the company, we faithfully perform our duties. At the same time, the work of the independent director has also been actively supported and cooperated by the board of directors, senior managers and relevant personnel of the company. During the performance of their duties, independent directors earnestly perform their duties, participate in the decision-making of major matters of the company, perform their duties prudently, faithfully and diligently, and give full play to the role of independent directors in strict accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, the articles of association, the working system of independent directors and other provisions, based on the principles of objectivity, impartiality and independence, It has safeguarded the overall interests of the company and the legitimate rights and interests of shareholders, especially minority shareholders.
In 2022, independent directors will continue to comply with the provisions and requirements of relevant laws and regulations, be diligent and responsible, give full play to their business expertise, maintain independence, promote the standardized operation of the company, help the steady development of the company, and effectively safeguard the legitimate rights and interests of the company and the majority of investors.
It is hereby reported
