Bank Of Qingdao Co.Ltd(002948) 2021 annual report on the work of independent non-executive directors in 2021, the independent non-executive directors of the bank faithfully and diligently performed their duties in accordance with the company law, the standards for corporate governance of banking and insurance institutions, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies and other laws and regulations and the relevant provisions of the articles of association of the bank, and expressed their opinions independently, objectively and impartially on the matters considered by the board of directors, Safeguard the legitimate rights and interests of the bank, minority shareholders and other stakeholders.
1、 Basic information of independent non-executive directors
By the end of 2021, the bank had five independent non-executive directors, namely Mr. Zhang Siming, Ms. Fang Qiaoling, Mr. Tingjie Zhang, Mr. Xing Lecheng and Mr. Zhang Xu. The basic information of independent non-executive directors is as follows:
Mr. Zhang Siming, born in July 1970, holds a Bachelor of Arts Degree in computer science from the University of Wisconsin Madison. Mr. Zhang was appointed as an independent non-executive director of the bank in May 2017. At present, he is the chairman of the network security and Information Technology Committee and the member of the Remuneration Committee, nomination committee and connected transaction control committee. Mr. Zhang has been the chief technology officer of Ping An Pratt & Whitney Enterprise Management Co., Ltd. since December 2019. Mr. Zhang once served as deputy general manager of Ping An Insurance (Group) Company Of China Ltd(601318) Technology Co., Ltd., director of IT architecture planning of SF Express (Group) Co., Ltd., deputy general manager of Shenzhen Qianhai Weizhong Bank Co., Ltd., etc.
Ms. Fang Qiaoling, born in October 1975, is a doctor and professor of management at Renmin University of China. Ms. Fang was appointed as an independent non-executive director of the bank in May 2018. At present, she is a chairman of the audit committee, a member of the nomination committee, the connected transaction control committee and the risk management and Consumer Protection Committee. Ms. Fang has been teaching in the school of management of Ocean University of China since July 1999. She is now a professor and doctoral supervisor of the school of management of Ocean University of China. Ms. Fang currently serves as Triangle Tyre Co.Ltd(601163) independent non-executive director, independent non-executive director of Chengdu nengtong Technology Co., Ltd. and executive director of Shandong accounting society.
Mr. Tingjie Zhang, born in April 1971, holds a master’s degree in Business Administration from Yiwei School of business, University of Western Ontario, Canada. Mr. Zhang was appointed as an independent non-executive director of the bank in February 2020. At present, he is the chairman of the nomination committee and a member of the strategy committee, the Remuneration Committee, the related party transaction control committee and the audit committee. Mr. Zhang has been the managing director of Auster Capital Partners Limited since July 2020. Mr. Zhang used to be the chief representative of Shanghai Representative Office of Lockheed China Holdings Co., Ltd., the China Co director and managing director of Shanghai Branch of Lockheed financial consulting (Beijing) Co., Ltd.
Mr. Xing Lecheng, born in November 1962, holds a doctorate in business management from Nankai University and is a professor. Xing Xiansheng was appointed as an independent non-executive director of the bank in July 2021. At present, he is the chairman of the related party transaction control committee and the member of the strategy committee, remuneration committee, audit committee, risk management and Consumer Protection Committee. Xing Xiansheng, born in December 2018, has been the director of the investment and financing research center of Jinan University and the president of Shandong Inclusive Finance Research Institute. Mr. Xing once served as Huasu Holdings Co.Ltd(000509) chairman, Dean of School of economics and Dean of Institute of finance of Jinan University. Mr. Xing is currently a member of the Standing Committee of Shandong Provincial People’s Congress, an expert enjoying the special government allowance of the State Council, a director of China Investment Association and vice president of Shandong Venture Capital Association.
Mr. Zhang Xu, born in November 1969, is a doctor and professor of western economics in the school of economics and management, Wuhan University. Mr. Zhang was appointed as an independent non-executive director of the bank in July 2021. At present, he is the chairman of the Remuneration Committee and a member of the strategy committee, the nomination committee, the related party transaction control committee and the audit committee. Mr. Zhang has been teaching at Qingdao University since July 1993 and is now a professor in the Department of finance, School of economics, Qingdao University. Mr. Zhang is currently a member of the Standing Committee of the Qingdao Municipal Committee of the Chinese people’s Political Consultative Conference, vice chairman of the Qingdao Municipal Committee of the Jiusan Society, director of the development economics branch of the China Foreign Economic Theory Research Association, vice president of the Qingdao urban economics society, etc.
Chen Hua and Dai Shuping, former independent non-executive directors, have served for six years and left their posts in July 2021. They will not participate in this report.
2、 Performance of duties in 2021
(I) attendance
In 2021, the general meeting of shareholders held 5 meetings, including 1 annual general meeting and 4 extraordinary general meetings, deliberating 34 proposals and listening to 3 reports; The board of directors held 13 meetings, including 4 on-site meetings, 9 communication voting meetings, 60 proposals and 58 reports; The special committees of the board of directors held 26 meetings, including 6 meetings of the audit committee, 2 meetings of the Remuneration Committee, 7 meetings of the connected transaction control committee, 3 meetings of the risk management and Consumer Protection Committee, 4 meetings of the strategy committee, 2 meetings of the network security and Information Technology Committee, 2 meetings of the nomination committee, 39 proposals and 51 reports.
In this year, the independent non-executive directors personally attended the general meeting of shareholders, the meeting of the board of directors and special committees, reviewed various audit reports and rectification reports, list of related parties, quarterly reports, quarterly internal audit work reports and other regular reports on a quarterly basis, and reviewed and listened to the president’s work report, interim performance report, semi annual financial analysis, credit risk, compliance risk, operational risk and other risk reports on a semi annual basis, Review and listen to the annual report, financial settlement report, profit distribution plan, business operation risk preference strategy, bonus performance payment plan, reputation risk, financial market risk, anti money laundering risk and other risk reports on an annual basis, objectively and independently express their opinions at the meeting and perform the duties of independent directors. The specific attendance at the meeting is as follows:
Actual attendance / expected attendance
Meetings of special committees of the board of directors
Shareholders, directors, affiliated risk management network name, strategic salary nomination transaction, audit manager, members of the consumer safety conference, control the rights of members and the interests of the Information Technology Commission, and protect the interests of the Information Technology Commission Technical Committee of the Committee
Zhang Siming 5 / 5 13 / 13 – 2 / 2 2 / 2 7 / 7 — 2 / 2
Fang Qiaoling 5 / 5 13 / 13 — 2 / 2 7 / 7 6 / 6 3 / 3-
Tingjie ZHANG 5/5 13/13 4/4 2/2 2/2 7/7 6/6 – –
Xing Lecheng 1 / 1 8 / 8 1 / 1 — 4 / 4 3 / 3 2 / 2-
Zhang Xu 1 / 1 8 / 8 1 / 1 — 4 / 4 3 / 3 —
Chen Hua (resigned) 4 / 4 5 / 5 3 / 3 2 / 2 – 3 / 3 3 / 3 1 / 1-
Dai Shuping (resigned) 4 / 4 5 / 5 3 / 3 2 / 2 2 / 2 3 / 3 3 / 3 —
(II) investigation
In 2021, in addition to attending the meetings of the board of directors and special committees, independent non-executive directors also conducted four special investigations and put forward relevant opinions and suggestions through investigation and discussion.
The specific investigation is as follows: 1 Special research on credit management
In August 2021, the independent non-executive director conducted special research on the bank’s credit management to understand the bank’s credit management mechanism, basic information of credit risk and risk management measures. It is suggested that the management strengthen the control of credit risk, focus on the lag of credit risk of small, medium-sized and micro enterprises affected by the epidemic and relevant policies, and make research, judgment and response in advance; Continue to strengthen the unified credit management and business guidance to the branches under its jurisdiction, and strengthen the collection and disposal of non-performing loans in key areas; Further strengthen the practice and exploration in the direction of blue finance and green finance, and continuously improve the characteristic operation level.
2. Special research on internal audit
In August 2021, the independent non-executive director conducted special research on the bank’s internal audit work to understand the bank’s internal audit management mode, ideas and work development. It is recommended that the management continue to strengthen the construction of internal audit, continue to study and optimize the internal audit management mode in line with their own business management needs, further accelerate the digital, information and intelligent construction of internal audit, and build an intelligent audit platform.
3. Special research on credit card business
In September 2021, the independent non-executive director conducted special research on the bank’s credit card business to understand the basic situation, strategic positioning and objectives of the bank’s credit card business in the next stage. It is recommended that the bank pay attention to the latest trends of consumer behavior habits and emerging consumer credit financial products in the Internet era, and continuously evaluate and optimize its customer acquisition channels, product strategies and risk control models. Pay attention to the policy risk, credit risk, customer fraud risk and reputation risk in credit card business to ensure high-quality business development. Further strengthen the culture and brand building of credit card business, give full play to the influence of Bank Of Qingdao Co.Ltd(002948) local brands, and build Qingdao characteristic credit card brands around local cultural characteristics and consumption scenes.
4. Special research on Huinong financial business
In September 2021, the independent non-executive director carried out special research on the bank’s agricultural financial business to understand the basic situation, main work measures, team construction and mechanism guarantee of the bank’s agricultural business. It is suggested that the bank focus on the policy risk, moral hazard, credit risk and reputation risk prone to the development of Huinong business, and establish and improve risk control measures and response plans. Accelerate the construction of Huinong financial management information system and better support the development of Huinong financial business through information technology. Fully learn from the gains and losses of previous financial peers in the rural financial market, give full play to Bank Of Qingdao Co.Ltd(002948) late development advantages, and tap their own uniqueness and innovation.
(III) training
In March 2021, the independent non-executive directors participated in the continuous supervision training organized by the recommendation institution Citic Securities Company Limited(600030) and focused on the standardized operation of the three committees, the management of directors, supervisors and senior personnel, the analysis of the new securities law and information disclosure.
In 2021, the independent directors of listed companies were trained in the performance of the new criminal law and the information disclosure of the retired independent directors of Listed Companies in Shanghai, and the first period of independent directors’ performance and supervision of listed companies was held in 2021.
In August 2021, the independent non-executive directors participated in the special training on corporate governance held by the bank and focused on Bank Of Qingdao Co.Ltd(002948) basic information, corporate governance regulatory environment, the bank’s governance practice and the performance of directors and supervisors. In December 2021, the independent non-executive directors participated in the training on the interpretation of corporate governance regulatory policies held by Bank Of China Limited(601988) Industry Association, and deeply studied the new regulations issued by the CBRC, the code for corporate governance of Bancassurance institutions and the measures for the performance evaluation of directors and supervisors of Bancassurance institutions (for Trial Implementation).
In December 2021, the independent non-executive directors participated in the special training on the performance of directors and supervisors organized by the bank, studied the interpretation materials of Beijing Jindu law firm on the measures for the performance evaluation of directors and supervisors of banking and insurance institutions (Trial), and mastered the new regulations on the performance evaluation.
3、 Independent opinions
In 2021, in accordance with the articles of association of the bank, the independent non-executive directors focused on the legality and fairness of major connected transactions, profit distribution plan and other matters, and issued independent opinions. The details are as follows: 1. On February 24, 2021, independent opinions on related party transactions between Bank Of Qingdao Co.Ltd(002948) and Qingdao haiyongshun Innovation Technology Co., Ltd. and on related party transactions between Bank Of Qingdao Co.Ltd(002948) and Haier financial factoring (Chongqing) Co., Ltd. were issued on the proposal considered at the 41st meeting of the seventh board of directors.
2. On February 26, 2021, the independent opinions on matters related to share allotment was issued on the proposal considered at the 42nd meeting of the seventh board of directors.
3. On March 29, 2021, the independent opinion on the estimated amount of daily connected transactions in 2021 and the prior approval opinion on the estimated amount of daily connected transactions in 2021 were issued for the proposal considered at the 43rd meeting of the seventh board of directors.
4. On March 30, 2021, independent opinions on 2020 profit distribution plan, independent opinions on hiring external auditors and their remuneration, independent opinions on executive compensation, independent opinions on 2020 internal control evaluation report, independent opinions on external guarantees and funds occupied by related parties were issued on the proposal considered at the 44th meeting of the seventh board of directors Independent opinions on the company’s derivatives investment and risk control, independent opinions on the list of candidates for directors of the board of directors and prior approval opinions on the employment of external audit institutions in 2021 and their remuneration.
5. On July 14, 2021, the independent opinion on the appointment of senior managers of the bank was issued on the proposal considered at the first meeting of the eighth board of directors.
6. On August 6, 2021, for the proposal considered at the second meeting of the eighth board of directors, the “on Bank Of Qingdao Co.Ltd(002948) and Qingdao Haiyun Chuangzhi Business Development Co., Ltd.” was issued
