Bank Of Qingdao Co.Ltd(002948) 2021 annual work report of the board of supervisors
In 2021, the board of supervisors of Bank Of Qingdao Co.Ltd(002948) (hereinafter referred to as “the bank”) conscientiously implemented the regulatory requirements in accordance with the company law, the securities law, the guidelines on corporate governance of commercial banks and other laws and regulations and the provisions and requirements of the articles of association of the bank, under the correct leadership of the general meeting of shareholders, with the support and cooperation of the board of directors and senior management, with diligence and diligence, and closely focusing on the strategic development objectives and annual center of the bank, Standardized supervision, promoted the sustainable development of the bank, and safeguarded the legitimate rights and interests of the bank, shareholders, customers and employees. The main work of the board of supervisors in 2021 and the work plan for 2022 are reported as follows: I. main work of the board of supervisors in 2021
(I) successfully complete the change of office and realize the smooth transition of work
In 2021, the term of office of the seventh board of supervisors of the Bank expired. In order to ensure the smooth transition of supervision work, the board of supervisors shall follow the domestic and foreign regulatory requirements and corporate governance procedures, formulate a new term plan, review and elect candidates for shareholder supervisors and external supervisors, and submit them to the general meeting of shareholders for deliberation and approval. Promote the bank to hold the employee congress on schedule and elect employee supervisors. The eighth board of supervisors held a meeting in time, elected the chairman of the board of supervisors, determined the composition of the members of each special committee, performed their duties as scheduled, and achieved a smooth transition of work. The three new supervisors in the eighth board of supervisors have rich enterprise management experience and professional theoretical basis, injected new vitality into the board of supervisors, and further improved the overall professional ability and performance level of the board of supervisors.
(II) standardize the organization of meetings and fully perform the supervision duties
In 2021, the board of supervisors held meetings of the board of supervisors and special committees in accordance with the relevant provisions of the articles of association and rules of procedure and in combination with the needs of supervising the performance of duties. In the whole year, the board of supervisors held 8 meetings, including 3 on-site meetings and 5 communication voting meetings, considered and adopted 27 proposals such as the president’s work report, periodic report, profit distribution plan, internal control self-assessment report and the performance evaluation report of directors, supervisors and senior executives, and listened to 55 reports such as various risk management reports, internal audit reports, financial supervision notification and rectification reports; A total of 9 meetings of the special committee of the board of supervisors were held throughout the year, including 6 meetings of the supervision committee, 3 meetings of the nomination and assessment committee, 16 relevant proposals were considered and 49 reports were heard. Through the meeting, the board of supervisors fully studied and deliberated on major issues related to the development of the bank, issued objective and independent opinions and suggestions, and effectively performed its supervisory duties.
(III) focus on key areas and achieve remarkable results in substantive supervision
According to the requirements of the guidelines on corporate governance of commercial banks, the board of supervisors assumes the ultimate responsibility for the performance evaluation. During the year, the board of supervisors followed the principles of legal compliance, objectivity and impartiality, unified standards, science and effectiveness, and carried out the performance supervision throughout the whole supervision process.
First, carry out in-depth supervision of daily duty performance. During the year, supervisors attended one annual general meeting and four extraordinary general meetings, attended four on-site meetings of the board of directors and some meetings of special committees of the board of directors, reviewed the documents of nine communication voting meetings of the board of directors, and supervised the convening procedures, deliberation matters, voting procedures and the performance of directors’ duties according to law. The employee supervisors attended the president’s office meeting, internal control review meeting and other important meetings of senior management as nonvoting delegates, supervised the deliberation and decision-making process of major issues and key matters related to the bank’s operation and management, and put forward objective and independent opinions and suggestions from the perspective of the board of supervisors.
Second, the employee supervisors went deep into the grass-roots front line, investigated and visited branches and enterprise customers more than 20 times during the year, effectively understood the actual situation of the operation, management and marketing services of the front-line institutions, and played a guiding and helping role while performing their supervisory duties.
The third is to do a good job in the annual performance evaluation. The board of supervisors followed the principles of legal compliance, seeking truth from facts, scientific and effective, formulated a work plan for performance evaluation, and carried out performance evaluation in an orderly manner. In the process of duty performance evaluation, the board of supervisors carefully reviewed various duty performance tracking records, comprehensively and deeply mastered the duty performance in combination with the daily duty performance supervision, and evaluated the duty performance of the board of directors, senior management and their members; In the performance feedback link, the board of supervisors optimized the annual performance evaluation report, fed back to the directors and senior executives one by one, affirmed the achievements, pointed out the deficiencies and put forward improvement suggestions, so as to promote each corporate governance subject to perform their duties more diligently.
(IV) focus on financial supervision and effectively protect the interests of shareholders
Financial supervision is one of the important contents of the responsibilities of the board of supervisors. From the perspective of safeguarding the interests of shareholders, the board of supervisors pays attention to the essence and efficiency of supervision, and continuously extends the breadth and depth of supervision.
First, carefully review the periodic reports. The board of supervisors reviewed the 2020 annual report and the 2021 interim report, supervised the preparation and review procedures of the periodic report and the authenticity and integrity of the report content, and considered that the preparation and review procedures of the periodic report complied with the legal provisions, and the content truly, accurately and completely reflected the actual situation of the bank.
Second, supervise major financial activities. The board of supervisors reviewed the 2020 profit distribution plan and the proposal on the appointment and remuneration of domestic and foreign auditors in 2021, supervised its decision-making process, and had no objection to the profit distribution plan and the appointment of auditors.
Third, regularly review the financial data and track the financial operation in time. The board of supervisors shall review the financial indicators such as deposits and loans, asset quality and capital adequacy on a quarterly basis, and timely understand the operation and development status; Review the financial report on a semi annual basis, focusing on the implementation of the financial budget.
(V) strengthen internal risk control and supervision to ensure the steady development of compliance
In 2021, the board of supervisors strictly implemented the regulatory requirements, further strengthened the comprehensive risk supervision and internal control supervision, and effectively supervised through proposal deliberation, debriefing, special research, discussion and exchange. First, continue to strengthen the supervision of the board of directors and senior management on the performance of comprehensive risk control responsibilities such as credit risk, market risk, operational risk, consolidated risk and compliance risk, carefully consider relevant proposals, timely understand the bank’s comprehensive risk management status, and put forward constructive supervision opinions on the construction of risk management system and mechanism, large risk exposure control, credit investment and asset quality.
Second, continue to pay attention to the performance of the “three lines of defense” and the construction of the compliance management mechanism, focus on the implementation of internal control in key areas such as case prevention, terrorist financing and anti money laundering, and employee abnormal behavior management, and supervise the effectiveness of the internal control mechanism.
Third, carefully study various regulatory inspection reports issued by regulators, regularly listen to the work reports of the internal audit department, timely review the special audit reports and rectification reports, supervise and track the rectification of key problems by the management in real time, form a closed loop of “supervision improvement feedback improvement”, and promote the continuous improvement of the bank’s compliant operation level.
Fourth, carry out special research and continuously improve the quality and efficiency of research. During the year, the board of supervisors organized special research on credit concentration management, explored the source of the problem, and put forward systematic and targeted opinions and suggestions. The special research report was highly valued by the board of directors and senior management, and the relevant opinions and suggestions were carefully studied and implemented, so as to promote the bank to improve the relevant system of credit concentration management, further strengthen the dynamic management of credit concentration, and comprehensively improve the bank’s risk control ability.
(VI) strengthen self construction and continuously improve the ability to perform duties
In 2021, the board of supervisors continued to strengthen its own capacity-building, constantly adapt to the latest regulatory requirements, strengthen exchange and learning by organizing various special trainings, firmly establish the awareness of compliance performance and continuously improve its performance ability. First, organize supervisors to participate in various training and learning activities organized by the regulatory authorities, learn and master the latest regulatory policy requirements, and clarify the focus and direction of duty performance in the future; Second, organize all supervisors to participate in the special training on laws and regulations organized by the bank, focusing on the interpretation of laws and regulations newly revised, promulgated and implemented by domestic and foreign regulators in 2021, such as the evaluation measures for the performance of directors and supervisors of banking and insurance institutions (for Trial Implementation), so as to continuously improve their awareness and ability of compliance performance. Third, all supervisors reviewed the “Directors’ and supervisors’ newsletter” prepared by the bank every month to keep abreast of the bank’s operation and management trends.
2、 Independent opinions of the board of supervisors on relevant matters
(I) legal operation
The bank’s business activities in 2021 comply with the provisions of the company law, the commercial bank law and the articles of association of the bank, and the decision-making procedures are legal and effective; The directors and senior managers of the bank performed their duties faithfully and diligently in the process of business operation and management, and did not find any act in violation of laws and regulations, the articles of association of the bank or damaging the interests of the bank and shareholders.
(II) truth of financial report
KPMG Huazhen Certified Public Accountants (special general partnership) and KPMG certified public accountants respectively audited the bank’s 2020 financial report prepared in accordance with Chinese accounting standards for business enterprises and international financial reporting standards, and issued unqualified audit reports respectively. The board of supervisors considered that the financial report truly, accurately and completely reflected the bank’s financial situation and operating results.
(III) acquisition and sale of assets
During the reporting period, the board of supervisors did not find any insider trading, damage to shareholders’ rights and interests or loss of assets in the acquisition or sale of assets.
(IV) related party transactions
With regard to the connected transactions occurred during the reporting period, the board of supervisors did not find any behavior that violated the principle of fairness or harmed the interests of the bank and shareholders.
(V) internal control
The board of supervisors reviewed the internal control evaluation report of Bank Of Qingdao Co.Ltd(002948) 2021 and had no objection to the contents of the report. During the reporting period, no major defects were found in the integrity, rationality, effectiveness and implementation of the bank’s internal control mechanism and system.
(VI) implementation of resolutions of the general meeting of shareholders
The board of supervisors had no objection to the reports and proposals submitted by the board of directors to the general meeting of shareholders of the bank for consideration in 2021, supervised the implementation of the resolutions of the general meeting of shareholders, and believed that the board of directors had seriously implemented the relevant resolutions of the general meeting of shareholders.
3、 Work plan for 2022
2022 is the key year for the implementation of the 14th five year plan and the beginning of the bank’s new three-year strategic plan. However, at the same time, the world economic situation is still complex and severe, and various derivative risks brought by the impact of the epidemic to the banking industry can not be ignored. The board of supervisors will earnestly implement the decisions and arrangements of the Party Central Committee and the State Council and the spirit of the banking regulatory work conference, adhere to the bottom line thinking, do a good job in studying and judging the situation, improve the ability of risk prediction, earnestly perform the supervision function, strive to improve the service level, and focus on the following aspects
(I) strictly abide by the supervision requirements and earnestly perform the supervision duties
The board of supervisors will closely follow the changes of regulatory policies, carefully study regulatory opinions, and adhere to the regulatory requirements as the action guide for supervision. First, further sort out the various systems of the board of supervisors and the performance evaluation requirements of the directors and supervisors, optimize and improve the performance evaluation system in comparison with the regulatory requirements, with reference to the practices of the same industry and in combination with the actual situation of the bank, so as to provide continuous institutional guarantee for the performance of the board of supervisors. Second, integrate supervision resources, form the linkage of multiple lines of internal audit, external audit, risk control, discipline inspection and compliance, expand the depth and breadth of supervision, and provide richer and more professional support and guarantee for the decision-making of the board of supervisors. Third, improve the working mechanism of employee supervisors. Give full play to the advantages of employee supervisors in the bank, orderly promote daily supervision, go deep into the lines and branches of the head office, and pay more attention to key businesses and new business models. Fourth, focusing on regulatory concerns and weak links in internal control, we carried out special research, established a normalized research mechanism, and promoted the continuous improvement of the bank’s internal risk control level.
(II) highlight the key points of supervision and strengthen the effectiveness of supervision
First, focus on the preparation and implementation of the new strategic plan. In 2022, the board of supervisors will promote the board of directors to scientifically prepare a new strategic plan, evaluate the rationality and effectiveness of the strategic plan, focus on supervising the implementation of the strategic plan, timely feed back the problems found in the implementation of the strategic plan to the board of directors and senior management, and promote the implementation and optimization of the strategic plan. Second, strengthen the supervision of performance of duties, take the revised and improved performance evaluation system of directors, supervisors and senior executives as the starting point, give full play to the role of supervision and balance of corporate governance, and promote the compliance and full performance of duties of the board of directors and senior executives. Third, further optimize financial supervision and risk internal control supervision, and review and supervise the annual financial budget and final accounts, annual reports, profit distribution, business development plans, risk internal control reports and other relevant contents. Fourth, focus on the rectification and implementation of problems found by regulators and internal and external audits, adhere to the problem orientation, closely follow the development practice, and ensure the steady operation of the bank.
(III) strengthen self construction and improve the ability to perform duties
First, strengthen the internal and external risk control mechanism, strengthen the communication and cooperation between the internal and external audit institutions, and strengthen the internal and external risk control mechanism. Second, increase the frequency of special training on laws and regulations, timely understand the guidance of regulatory policies, firmly establish the awareness of compliance and continuously improve the ability to perform duties. Third, strengthen inter-bank exchanges, actively learn from listed companies and excellent inter-bank supervisory boards, broaden working ideas, innovate working methods, improve working mechanisms and improve work results.
It is hereby reported.
Bank Of Qingdao Co.Ltd(002948) board of supervisors March 25, 2022
