Shenzhen Institute Of Building Research Co.Ltd(300675)
Self evaluation report on internal control in 2021
Shenzhen Institute Of Building Research Co.Ltd(300675) all shareholders:
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements (hereinafter referred to as the “enterprise internal control standard system”), combined with the relevant internal control systems and evaluation methods of Shenzhen Institute Of Building Research Co.Ltd(300675) (hereinafter referred to as the “company”), based on the daily supervision and special supervision of internal control, The board of directors of the company evaluated the effectiveness of the company’s internal control on December 31, 2021 (benchmark date of internal control evaluation report).
1、 Important statement
According to the provisions of the enterprise’s internal control standard system, it is the responsibility of the company’s board of directors to establish, improve and effectively implement internal control, evaluate its effectiveness, and truthfully disclose the internal control evaluation report; The board of supervisors of the company shall supervise the establishment and implementation of internal control by the board of directors of the company; The company’s management is responsible for organizing and leading the daily operation of the enterprise’s internal control. The board of directors, the board of supervisors and the directors, supervisors and senior managers of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this report, and bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the contents of the report.
The objective of the company’s internal control is to reasonably ensure the legal compliance of operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the realization of development strategy. Due to the inherent limitations of internal control, it can only provide reasonable assurance for the realization of the above objectives. In addition, as changes in circumstances may lead to inappropriate internal control or reduced compliance with control policies and procedures, there is a certain risk to speculate the effectiveness of internal control in the future according to the internal control evaluation results.
2、 Scope of internal control evaluation
According to the principle of risk orientation, the company determines the main units, businesses and matters included in the evaluation scope and high-risk areas. The units included in the evaluation scope include the company and its holding subsidiaries. The total assets of the units included in the evaluation scope account for 100% of the total assets in the company’s consolidated financial statements, and the total operating revenue accounts for 100% of the total operating revenue in the company’s consolidated financial statements.
The main businesses and matters included in the scope of internal control evaluation include: organizational structure, human resources, corporate culture, development strategy, social responsibility, information system, internal information transmission, capital activities, drafter: data check: content check: approver:
Purchase business, asset management, intellectual property and data security, sales business, research and development, financial reporting, comprehensive budget, contract management, related party transactions and raised funds.
The above units, businesses and matters included in the evaluation scope cover the main aspects of the company’s operation and management, and there are no major omissions.
3、 Internal control evaluation conclusion
According to the identification of major defects in the company’s internal control over financial reporting, there are no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. The board of Directors believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations. According to the identification of major defects in the company’s internal control over non-financial reports, the company found no major defects in the company’s internal control over non-financial reports on the benchmark date of the internal control evaluation report.
From the base date of the internal control evaluation report to the issuance date of the internal control evaluation report, there are no factors affecting the evaluation conclusion of the effectiveness of internal control.
4、 Internal control evaluation
(I) internal environment
1. Organizational structure
The company has formed a scientific and effective division of responsibilities and check and balance mechanism. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws, administrative regulations, departmental rules and normative documents, as well as the provisions of the articles of association and relevant systems, we have established a standardized corporate governance structure and relevant rules, defined the responsibilities and authorities in decision-making, implementation and supervision, and set up the Party committee, shareholders’ meeting, board of directors The board of supervisors and the management under the leadership of the board of directors.
The company has strictly implemented the requirements of the party constitution and party rules. In 2021, according to the constitution of the Communist Party of China, the regulations on the election of grass-roots organizations of the Communist Party of China and the relevant systems of the company, the Shenzhen Institute Of Building Research Co.Ltd(300675) Party member conference of the Communist Party of China was successfully held, and the leading group of the third party committee and Discipline Inspection Commission of the company was elected. The company has established the basic system of corporate governance in strict accordance with the requirements of listed companies and state-owned assets supervision, and continues to update it in accordance with the compliance requirements. In 2021, the company completed the revision of the articles of association and 28 basic systems in accordance with the revised Company Law, the securities law and relevant regulatory rules for listed companies, combined with the actual situation of corporate governance and operation management, and submitted them to the shareholders’ meeting of the company for deliberation and approval after being reviewed and approved by the board of directors.
(1) The company has set up a party committee to play the role of leadership core and political core. According to the chapter of the Communist Party of China, drafter: data check: content check: approver:
Cheng and other inner-party laws and regulations perform their duties, earnestly fulfill their political leadership responsibilities, implement the decision-making and deployment of superior party organizations, carry out work around the production and operation of enterprises, support the general meeting of shareholders, the board of directors, the board of supervisors and the management to exercise their functions and powers according to law, participate in the decision-making of major issues of the company, take the research and discussion of Party organizations as the pre procedure of major decision-making of enterprises, and give full play to the important role of direction, managing the overall situation and ensuring implementation.
(2) The general meeting of shareholders is the highest authority of the company. It exercises the voting rights on major matters such as the company’s business policy, financing, investment and profit distribution according to law to ensure that all shareholders fully exercise their rights. The company has formulated the rules of procedure of the general meeting of shareholders to ensure the standardized operation and prudent and scientific decision-making of the general meeting of shareholders. (3) The board of directors is responsible to the general meeting of shareholders and is the decision-making body of the company’s operation and management. It exercises the company’s operation and decision-making power according to law, is responsible for the establishment, improvement and effective implementation of the company’s internal control, determines the company’s business plan and annual business objectives, and formulates the company’s annual financial budget plan, final account plan, basic management system, etc. The company has formulated the rules of procedure of the board of directors and the management measures for the work of independent directors to ensure the standardized and efficient operation and prudent and scientific decision-making of the board of directors.
(4) There are five special committees under the board of directors, including strategy committee, nomination committee, salary and assessment committee, audit committee, market and scientific and Technological Innovation Committee. Each special committee of the board of directors is responsible to the board of directors and has rules of procedure formulated by the board of directors corresponding to its functions to standardize its authority and responsibilities. All special committees of the board of directors shall perform their duties in accordance with the articles of association, rules of procedure and authorization of the board of directors, and submit the proposals discussed and adopted to the board of directors for deliberation and decision.
(5) The board of supervisors is responsible to the general meeting of shareholders. Supervise the legality of the company’s operation, finance and the performance of duties by the company’s directors, general manager and other senior managers, and safeguard the legitimate rights and interests of the company and shareholders. The company has formulated the rules of procedure of the board of supervisors to ensure the effective operation and role of the board of supervisors. The board of supervisors shall perform its duties in accordance with laws and regulations, and supervise the company’s major events, related party transactions, financial conditions and the performance of duties by directors, general managers and other senior managers.
(6) The company has established a general manager responsibility system under the leadership of the board of directors. According to the articles of association, the senior management of the company shall be appointed and dismissed by the board of directors. The management of the company shall be responsible for the formulation and effective implementation of the internal control system within their respective functions and powers, and exercise the operation and management power through command, coordination, management and supervision of various departments.
(7) Organizational structure of the company
Closely follow the company’s strategy and optimize the organizational structure. Based on the “double carbon” strategy, the Company re examined the value connotation of IBR and IBR engaged in green building and ecological city, and drafted the war for the realization of “green city science and technology industry group”: data check: content check: approver:
Strategic objectives and development strategies, and optimized and adjusted the organizational structure. (next page)
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2. Internal audit
The company’s internal audit related system and internal control system are improved. In accordance with relevant laws and regulations, the articles of association, relevant systems of the company and other relevant provisions, the company has formulated internal control system, internal audit system of the company, Interim Measures for economic responsibility audit of company cadres during or after their tenure, and established a perfect internal control system.
The audit committee of the board of directors has a reasonable structure and continues to play a supervisory role. The audit committee of the board of directors of the company is the internal control and supervision organization of the company, which is composed of three directors, of which independent directors account for the majority, and independent directors with accounting professional background serve as the chairman. The audit committee of the board of directors of the company is responsible for reviewing and supervising the effective operation of the company’s internal control and risk management system, supervising the internal audit system and its implementation, reviewing the company’s financial information and its disclosure and other related matters.
The independence of the audit center is effectively guaranteed. The company sets up an audit center as the internal audit organization of the company, which is equipped with full-time auditors, under the leadership of the board of directors and the audit committee of the board of directors, and reports directly to them. 3. Human resources
The company has formulated and implemented human resources policies conducive to the sustainable development of the enterprise. Standardize the recruitment, recording, training, assessment and incentive of the company’s employees by formulating systems such as the company’s employee manual, the company’s human resources management procedures, the company’s salary management measures, the company’s performance appraisal management regulations, the company’s recruitment management measures and the regulations on the company’s employees’ professional conduct. Standardize the management of personnel by formulating and implementing the regulations on the management of the company’s project director, the regulations on the management of the company’s business personnel, the measures for the management of the company’s accounting personnel, the regulations on the management of the company’s dispatched personnel and other systems.
The company has established a responsibility definition mechanism and effective operation system with clear positioning, clear functions and clear rights and responsibilities. The company’s responsibilities and authorities have been formulated and issued to correctly guide managers at all levels to strengthen their sense of function and responsibility, strictly perform their duties and reasonably exercise their duties.
4. Corporate culture
The company is determined to become the creator and leader of China’s green city. Adhering to the brand core value appeal of “sharing in an open and honest manner, being virtuous and good”, we are committed to the responsibility of “benefiting people’s livelihood with green construction”, have the courage to constantly break through ourselves, be first and strive for innovation.
The company advocates the corporate culture of low-carbon LOHAS. 2021 is the first year for China to practice the road of carbon peak and carbon neutralization. As a listed enterprise, in addition to adhering to the ecological and green business model in the business field for more than 20 years, the company has also been advocating the corporate culture of low-carbon LOHAS within the company. Volunteers are invited to build a “low carbon footprint research section” in June, 2021 to provide quantitative and personal support for the initiative. Through more than five months of questionnaire statistics, and developed a small program of “Yichang home”, guide all employees of the company to fill in, collect and sort out the life carbon footprint. In addition, through the mode of cultural communication, the company also creates a “three haves life laboratory” in the future building to create a community model of low-carbon green life experience and guide more people to participate internally and externally.
5. Development strategy
The company has established a strategy committee to promote scientific, high-quality and efficient major investment decisions. The company has set up a strategy committee under the board of directors to study and make suggestions on the company’s long-term development strategy plan in accordance with the relevant provisions of the rules of procedure of the strategy committee of the board of directors. The meeting of the strategy committee was convened by the chairman from time to time. By carefully analyzing the internal and external economic situation, discussing the company’s future development plan and direction, and putting forward suggestions on the company’s operation and development to the board of directors, the efficiency and quality of major investment decisions were improved, and the scientificity of decision-making was strengthened.
The action of science and technology reform was carried out in an orderly manner. In 2021, the company steadily and orderly promoted the implementation and improvement of the reform plan and work account, and the completion rate of the scientific reform task account was 82%, which further stimulated the momentum of innovation and promoted the high-quality development of the company through various measures. The company will continue to uphold the vision of “looking at the city and sharing the wonderful life”, firmly adhere to the mission of “China’s green city value creator”, and continue to promote management reform and business innovation with the development direction of “international green city science and technology industry group”.
6. Social responsibility
Effectively fulfill various social responsibilities and create and enhance the corporate image. In accordance with the provisions of relevant national laws and regulations and in combination with the actual situation of the company, the company has formulated and improved relevant management systems in terms of safety management, quality management, environmental protection, energy conservation and environmental protection and employee rights and interests protection.
(II) risk assessment
Scientifically evaluate market and policy risks to realize the scientificity of the company’s strategy. Through the comprehensive analysis and judgment of the development trend and policy changes outside China of the industry, combined with the advantages and disadvantages of the company, the company formulates and adjusts the medium and long-term development strategy suitable for the company, supplemented by specific business objectives and plans, and communicates them to all employees.
Pay attention to the evaluation of risk factors and effectively prevent risk matters. In the process of various business decisions of the company, it effectively identifies the risks from the inside and outside of the company, and determines the risk response sequence and strategy according to the possibility and impact of the risk, combined with the risk tolerance of the company, so as to effectively prevent the risk matters in operation and management.
Adhere to the principle of risk orientation, continuous evaluation and tracking. In the process of establishing and improving the internal control system, the company combs major business processes, designs key control activities, and continuously evaluates and tracks their implementation on the basis of risk assessment.
Establish risk tracking management process to effectively identify and evaluate risks. For risk matters, the audit center included them in the annual work plan and formulated the risk tracking management process. The audit center communicates with the production, operation, R & D and various functional departments in the operation link, tracks and pays attention to various production and operation management information, timely grasps the company’s internal control construction, internal control implementation and operation risks, and realizes the effective identification and evaluation of risks. (III) control activities
1. “Three important and one big” management
Adhere to the party’s leadership and the management requirements of “three important and one large”. In order to standardize the decision-making behavior of the company’s management team and senior personnel, improve the decision-making level, prevent decision-making risks and ensure scientific development, the company’s Party committee adheres to the leadership of the party and adopts the method of meeting to make decisions according to law, collective decision-making, scientific decision-making and democratic decision-making on major decisions, appointment and removal of important personnel, arrangement of major projects and operation of large amount of funds according to the management requirements of “three important and one large”.
2. Financial activities
The relevant systems of fund activities are sound, and the control process operates effectively. The company’s revenue and expenditure of monetary funds
