Bank Of Qingdao Co.Ltd(002948) 2021 annual work report of the board of directors
2021 is the 100th anniversary of the founding of the Communist Party of China, the first year of implementing the 14th five year plan and starting a new journey of building a modern socialist country in an all-round way; 2021 is also the 25th anniversary of the founding of Bank Of Qingdao Co.Ltd(002948) and a year of steady development of all work. The board of directors of the bank deeply studied and judged the changes in the situation outside China, faced the challenges of the “post epidemic” era, maintained strategic concentration, successfully completed the development strategic plan for 20192021, continued to promote the high-quality development of the bank, and realized the steady growth of operating efficiency and shareholder value.
By the end of 2021, the bank’s total assets were 522.25 billion yuan, an increase of 13.58% over the beginning of the year; All deposits totaled 313525 billion yuan, an increase of 15.17% over the beginning of the year; The total amount of loans was 244205 billion yuan, an increase of 18.12% over the beginning of the year; The operating revenue reached 11.136 billion yuan, an increase of 5.65% over last year; The net profit attributable to the parent company was 2.923 billion yuan, an increase of 22.08% over last year; The non-performing loan ratio was 1.34%, down 0.17 percentage points from the beginning of the year; The net assets per share attributable to ordinary shareholders of the parent company was 5.50 yuan, an increase of 0.53 yuan over the end of the previous year.
In 2021, the bank’s social reputation further improved, won the five-star Diamond Award six times, won the honor of “China’s 500 most valuable brands” and “Qingdao’s most valuable brands” on China brand day in 2021, and its social influence and attention continued to increase.
1、 Main work of the board of directors in 2021
(I) adhere to the original intention of financial services and fully support the development of the real economy
In 2021, the board of directors actively responded to the strategic deployment of the party and the state, earnestly implemented the requirements of financial supervision, adhered to market-oriented operation and continuously enhanced its core competitiveness under the legal framework composed of the company law. We will continue to focus on the six-year strategy of “ensuring the stability of the people’s livelihood” and the financial services of emerging entities, and continue to implement the six-year strategy of “stabilizing the capital construction and manufacturing” of the country, so as to further strengthen the investment of the board of directors in the six-year strategy of “ensuring the stability of the people’s livelihood” and other aspects of financial services. At the end of 2021, the bank’s inclusive loan balance was 22.006 billion yuan, an increase of 21.14% over the end of the previous year, and fully completed the regulatory assessment requirements; During the year, the bank issued the world’s first blue bond standard and issued a blue financial loan of RMB 1.367 billion to explore a new path of environmental protection and marine economic development; Landing the first carbon neutral loan and Issuing the first carbon neutral bond in Shandong Province to help the green and low-carbon transformation of local economy; 470 new agricultural aid stations have been opened to help rural revitalization, 10 community sub branches have been set up to serve community residents, and promote the in-depth development of Inclusive Finance; Release the “medium and high grade index of credit bonds of state-owned enterprises in Jiaodong economic circle” to help the integrated development of Jiaodong economic circle.
(II) strengthen strategic guidance and open up a new chapter of sustainable development
2021 is the closing year of the bank’s 20192021 strategic plan. Under the decision guidance of the board of directors, the bank successfully completed the three-year strategic plan. In 2021, the board of directors always maintained the foresight, scientificity and continuity of strategic guidance, and promoted the dynamic connection and high fit between strategic planning and strategic implementation by considering the implementation report of strategic planning of the previous year; Support the management to comprehensively promote the “double improvement” of business and management in accordance with the business guiding ideology of “strengthening the foundation and strengthening the foundation, serving the entity, preventing chemical risks and comprehensively improving”, continue to strengthen the coordinated development of the group, continuously accelerate the pace of digital transformation, Bank Of Qingdao Co.Ltd(002948) scale efficiency has been steadily improved, fully achieve the “535” goal, step into the sequence of medium-sized banks and step to a new level of development. In the face of increasingly fierce competition in the same industry, the board of directors supported the management’s deep cultivation of customer groups, promoted community finance and benefiting farmers finance simultaneously, and made significant progress in strategic business. The board of directors supported the management to continuously promote the institutional layout. Rizhao Branch of the bank has officially opened and the provincial layout is about to be completed.
(III) adhere to shareholder governance and continuously give full play to the efficiency of corporate governance
The bank has always regarded improving the level of corporate governance as the basis for its establishment and the source of its development. In practice, the bank has gradually explored a characteristic corporate governance model that conforms to the regulatory guidance, conforms to its own equity structure and resource endowment, and can promote its own sustainable and healthy development, which has laid a solid governance foundation for the high-quality development of the bank in recent years. In recent years, the bank’s corporate governance has received the attention and praise of regulatory authorities and industry experts. In the 2021 gyroscope evaluation results of the steady development ability of commercial banks released by Bank Of China Limited(601988) Industry Association, the bank’s corporate governance ability ranks first in the sequence of urban commercial banks; He won three honorary titles including “excellent board of directors” in the selection of the “golden round table” award of the 16th board of directors of Chinese listed companies organized by the magazine of the board of directors.
1. Standardize the management of shareholders’ behavior and create a good governance culture. Adhering to the principle of “clear relationship, openness and transparency”, under the strategic guidance of the board of directors, the bank actively strengthened the management of shareholders’ behavior through penetration identification and regular evaluation. Running in for many years has built a governance culture of respect, trust and support between Bank Of Qingdao Co.Ltd(002948) and major shareholders, and promoted major shareholders to perform shareholders’ rights in compliance within the framework of corporate governance.
2. Strengthen the compliance management of related party transactions. In accordance with the requirements of the CBRC, the Shenzhen Stock Exchange and the stock exchange, the board of directors strictly implemented the reporting, approval and disclosure process of related party transactions, considered major related party transactions in compliance, paid high attention to the fairness of related party transactions, and continuously promoted the construction of related party transaction management system. In 2021, all indicators of the bank’s connected transactions met the regulatory requirements, and there was no violation of the principle of fairness or damage to the interests of the bank and shareholders.
(IV) complete capital replenishment efficiently and consolidate the capital foundation for future development
The board of directors of the bank attached great importance to capital management and capital adequacy. While guiding the management to use capital scientifically and achieve endogenous growth, it judged the situation, promoted the capital supplement process of foreign banks and strongly supported business development.
1. Efficiently complete the a + H allotment. At the beginning of 2021, through the strategic decision of the board of directors, the Bank launched the a + H share allotment project, which lasted 13 months, and finally completed the issuance in February 2022. The total amount of funds raised in this allotment was 4.196 billion yuan, which had been fully used to supplement the bank’s core tier 1 capital after deducting the issuance expenses, and the core tier 1 capital adequacy ratio increased by 1.46 percentage points over the end of the previous year.
2. Promote multi-level capital replenishment. The board of directors supported the bank’s multi-channel and multi-level approach to realize capital replenishment. In 2021, the bank completed the issuance of tier 2 capital bonds totaling 6 billion yuan in phase II, further improved the level of capital adequacy ratio, improved the dependence on core liabilities, the proportion of static and stable funds and other indicators. During the year, under the strategic guidance of the board of directors, the Bank launched the issuance of perpetual bonds and made forward-looking capital planning.
(V) smoothly complete the change of the board of directors and lay the foundation for governance
2021 is the year of change of Bank Of Qingdao Co.Ltd(002948) board of directors. In order to ensure the smooth transition of the work of the board of directors, the board of directors of the bank actively studied and formulated the change plan in accordance with domestic and foreign regulatory requirements and corporate governance procedures, comprehensively considered the interests of major shareholders, the diversified construction needs of the board of directors and the actual situation of the bank, and successively completed the recommendation of shareholder units, the nomination of the nomination committee of the board of directors, the deliberation of the plenary meeting of the board of directors The decision-making processes such as voting at the general meeting of shareholders have successfully selected the members of the new board of directors.
The eighth board of directors held a meeting in time to elect the chairman, determine the composition of each special committee and appoint senior managers, thus maintaining the relative stability and smooth transition of the board of directors; The new directors have injected new strength into the board of directors and further improved the professional ability and performance level of the board of directors.
(VI) risk control has been continuously strengthened and asset quality has been significantly improved
In 2021, in the face of complex and changeable internal and external economic environment, the board of directors adhered to prudent and stable risk preference, urged the operation and management to focus on risk control in key areas, take forward-looking response measures, and continuously improve the level of comprehensive risk management.
1. Strengthen the overall risk management level of the group. From the perspective of consolidated management of the group, the board of directors carefully formulated the risk preference plan for business operation in 2021 and determined the risk constraint index system on the basis of taking into account risks and benefits. The board of directors supported the management to establish a comprehensive risk control system, officially launched the unified credit and credit risk consolidated management system within the year, integrated and opened up the underlying data of 13 business systems, and realized the head office’s control and integrated operation of credit business; Establish a comprehensive risk management committee and risk management office to further improve the level of risk prevention and internal control.
2. Regularly monitor various risk management conditions. The board of directors carefully assessed the bank’s overall risk management status and the effectiveness of work measures by regularly reviewing various risk reports such as credit risk, market risk, liquidity risk and compliance risk, and put forward work requirements and guidance suggestions for the focus of risk management. In 2021, the bank had no major risk events, and all major risk management indicators were stable and positive, among which the non-performing loan ratio reached 1.34% at the end of the year, down 0.17 percentage points from the beginning of the year; The number of non-performing assets and concerns decreased to 2.37%, down 0.61 percentage points from the beginning of the year, and the risk resistance was significantly enhanced.
(VII) improve internal control and supervision and consolidate the basis of compliance operation
In 2021, the board of directors further optimized the internal control evaluation mechanism, strengthened the multi-dimensional supervision role of internal and external audit, supervised the bank’s legal and compliant operation and achieved steady development. In 2021, the bank had no major cases caused by internal reasons or external events.
1. Continuously optimize internal control management. The board of directors guided the bank to carry out internal control self-assessment in accordance with domestic and foreign regulatory requirements, regularly reviewed internal control assessment reports, and promoted the bank to continuously improve the construction of internal control mechanism; Focus on the relevant problems and rectification implementation of the bank in various inspections by regulators, review the financial supervision notification and rectification report, urge the management to adhere to the problem orientation, organically combine the problem rectification with management improvement, and constantly improve the internal management level. In 2021, the bank found no significant defects in the design or implementation of internal control.
2. Give full play to internal and external audit supervision. The board of directors attached great importance to the supervisory role of internal and external audit institutions, listened carefully to internal and external audit work reports and various special audit reports and rectification reports, paid attention to communication with external audit institutions, supported external audit institutions to issue audit management proposals, and continued to follow up the improvement of the bank; Continue to strengthen the construction of internal audit, continue to deepen the transformation to management audit, constantly expand the breadth and depth of audit, actively innovate methods and means, strive to improve the value of internal audit, consolidate the third line of defense against risk, and enhance the endogenous driving force of sustainable development.
(VIII) strengthen the management of information phi and investment and customs, and protect the legitimate rights and interests of investors
Bank Of Qingdao Co.Ltd(002948) always adhere to the concept of “understanding investors, respecting investors, protecting investors and rewarding investors”, actively explore the information disclosure and investor relations management mode with the bank’s characteristics under the guidance of the board of directors, strive to guide the correct embodiment of the bank’s internal value and continuously improve the bank’s image and influence in the capital market while improving the construction of investor protection mechanism.
1. Carry out information disclosure in compliance. The board of directors guided the bank to follow the principles of truthfulness, accuracy, integrity, timeliness and fairness, continuously improve the effectiveness and transparency of information disclosure, show investors the real operation and investment value of the bank, and effectively protect investors’ right to know. In 2021, the bank issued 237 announcements on the Hong Kong Stock Exchange and Shenzhen Stock Exchange, and was rated a in the assessment results of information disclosure in 2020 published by Shenzhen Stock Exchange.
2. Attach importance to investor relations management. Under the guidance of the bank’s strategic development and the board of directors, the bank will continue to expand the market image and exchange value with the backbone of the bank, and establish a good attitude of market development. Strengthen the subject consciousness and responsibility consciousness of investor education and protection, continue to strengthen the publicity and popularization of financial knowledge, build and improve the long-term mechanism of public education services, and effectively protect the legitimate rights and interests of investors and financial consumers. With in-depth practice in investor relations, the bank’s case experience in 2020 annual performance presentation won the “excellent practice case of 2020 annual report performance presentation of listed companies” by China Association of listed companies.
(IX) promote the standardized operation of the board of directors and continuously strengthen the performance efficiency
The board of directors is ultimately responsible for the operation and management of the bank. In 2021, the bank will give full play to the strategic guidance and scientific decision-making role of the board of directors to promote the implementation of strategies and the achievement of business objectives.
1. Standardize the organization of board meetings and give full play to the core role of decision-making. In 2021, the board of directors held 13 meetings, including 4 on-site meetings and 9 communication voting meetings, made resolutions on 60 major issues such as the 2020 president’s work report, financial final accounts report, comprehensive business plan, profit distribution plan, a + H share allotment scheme, issuance of non fixed term capital bonds, and listened to or reviewed various risk management reports, internal and external audit reports 58 special reports including external audit management proposal and rectification report.
2. Broaden the channels of duty performance and give full play to the professional role of independent directors. The board of directors gave full play to the professional deliberative role of the special committee, conducted pre discussion on the matters to be submitted to the board of directors for consideration, put forward constructive opinions and suggestions, effectively played the role of decision-making staff, and promoted the scientific decision-making and efficient operation of the board of directors. In 2021, the special committees of the board of directors held 26 meetings, considered 39 proposals and reviewed 51 reports. Independent directors further broadened their duty performance channels, organized and carried out multi-phase special research around credit risk control, internal audit, credit card business and other aspects, formed special research reports, improved and improved by senior management one by one, and promoted the continuous improvement of the bank’s internal management level.
3. Continuously strengthen self-improvement and continuously improve the ability to perform their duties. In 2021, all directors performed their duties with due diligence, actively participated in various training and research organized by regulators, sponsors and the bank, focused on strengthening the study of newly revised or promulgated laws and regulations on corporate governance, such as the new securities law, the code for corporate governance of banking and insurance institutions, the measures for the performance evaluation of directors and supervisors of banking and insurance institutions (for Trial Implementation), and continued to deepen their understanding of macroeconomic, regulatory policies Understand the development trend of the industry and improve the professional performance ability.
(x) standardize the performance evaluation and continuously improve the incentive and restraint mechanism
In 2021, the board of directors took the standardized performance evaluation as the starting point, gave full play to the important role of incentive and restraint mechanism, guided the management to adhere to the goal orientation, improved management efficiency and promoted the effective achievement of business objectives.
1. Standardize the performance evaluation. The board of directors shall establish and continuously improve the archives of directors’ performance and integrity, keep the documents of board meetings and shareholders’ meetings in strict accordance with the regulatory requirements, standardize the custody of documents such as directors’ performance self-evaluation report and directors’ performance evaluation report issued by external audit institutions, cooperate with the board of supervisors to do a good job in Directors’ performance evaluation through the combination of “self-evaluation + external evaluation”, and urge directors to continuously improve their performance level.
2. Continuously improve performance management
