China Merchants Securities Co.Ltd(600999)
Report on the work of independent directors in 2021
In 2021, as an independent director of China Merchants Securities Co.Ltd(600999) (hereinafter referred to as the company), we performed our duties diligently and dutifully in strict accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, the China Merchants Securities Co.Ltd(600999) articles of association, the China Merchants Securities Co.Ltd(600999) independent director system and other relevant laws, regulations and systems, so as to promote the standardized operation of the company according to law and give full play to the role of independent directors in corporate governance. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
(I) basic information of independent directors in 2021
The company has 2025 independent directors, and the basic information is as follows:
Mr. Xiang Hua has served as an independent non-executive director of the company since July 2017. From October 2021 to now, he has served as a director of Lianyu Investment Co., Ltd. and Lianyu Capital Co., Ltd. From January 2018 to January 2022, he served as the chief executive of tourui Investment Management Co., Ltd. He used to be a cadre and deputy director of the balance of payments department and comprehensive Department of the State Administration of foreign exchange, the director of the central foreign exchange business center, the general manager of China Hua’an Investment Co., Ltd., and the chief executive officer and chief operating officer of Bohai Capital Co., Ltd. Mr. Xiang Hua received a bachelor’s degree in economics from Beijing Normal University and a master’s degree in economics from Renmin University of China in July 1994 and September 2001 respectively.
Mr. Xiao houfa has served as an independent non-executive director of the company since July 2017. From January 2014 to now, he has served as the chief partner of Rongcheng Certified Public Accountants (special general partnership) (formerly Huapu Tianjian Certified Public Accountants (special general partnership)), and from November 2019 to now, he has served as the director of Jingfu cardiovascular hospital (Xuzhou) Co., Ltd. From April 2020 to December 2020, he served as the executive director of Beijing Zhongfa Shengxing Management Consulting Co., Ltd., and from April 2019 to November 2020, he served as the director of Guohua Kangping Elderly Care Service Co., Ltd. He used to be the initiator, deputy chief accountant and chief accountant of Anhui Huapu certified public accountants, and the chief accountant of Huapu Tianjian Certified Public Accountants (Beijing) Co., Ltd. Mr. Xiao houfa received his bachelor’s degree in accounting from Shanghai University of Finance and economics in July 1988, and has the title of senior accountant and the qualification of certified public accountant.
Mr. Xiong Wei has served as an independent non-executive director of the company since August 2017. He has been teaching at Princeton University since July 2000, and has been a full professor of economics since July 2007, a chair professor of finance since July 2014, an academic consultant of the Hong Kong Monetary and Financial Research Center since July 2012, an academic dean of the school of economics and management of the Chinese University of Hong Kong (Shenzhen) since June 2015, and a dean of the Shenzhen Institute of higher finance since January 2016, He has been a visiting professor of economics at Cambridge University since September 2021. Mr. Xiong Wei received his bachelor’s degree in physics from the University of science and technology of China in July 1993, May 1995 and May 2001, his master’s degree in physics from Columbia University and his doctor’s degree in finance from Duke University.
Mr. Hu Honggao has served as an independent non-executive director of the company since July 2017. He has been a professor of law and doctoral supervisor of Fudan University since January 2008, an independent director of Perfect Group Corp.Ltd(603059) (a company listed on Shanghai Stock Exchange, stock code: Perfect Group Corp.Ltd(603059) ) since June 2016, and an independent director of Shanghai Amarsoft Information & Technology Co.Ltd(300380) (a company listed on Shenzhen Stock Exchange, stock Code: Shanghai Amarsoft Information & Technology Co.Ltd(300380) ) since March 2017, Since May 2017, he has served as an independent director of Shanghai Chinafortune Co.Ltd(600621) (a company listed on Shanghai Stock Exchange, stock code: Shanghai Chinafortune Co.Ltd(600621) ), and since April 2020, he has served as an independent director of Shenzhen oceanwide United Precision Manufacturing Co., Ltd. (a company listed on Shanghai Stock Exchange, stock code: 688210). From March 2014 to February 2020, he served as an independent director of Tofflon Science And Technology Group Co.Ltd(300171) (a company listed on Shenzhen Stock Exchange, stock code: Tofflon Science And Technology Group Co.Ltd(300171) ). He once served as director of the Department of law and vice president of the school of law of Fudan University. Mr. Hu Honggao received his Bachelor of law degree from Peking University in July 1983.
Mr. Wang Di has served as an independent non-executive director of the company since January 2018 (he has resigned due to work arrangement, and will continue to perform his duties until the new independent non-executive director takes office in accordance with the relevant provisions of the CSRC and the articles of association). He has been an independent director of Asia Pacific Property Insurance Company since April 2016. He has served as supervisor of Xuchang biological Polytron Technologies Inc in Taiwan, China since August 2016. He has served as the independent director of the 51 Credit Card Company Limited (Hongkong stock exchange), and has been appointed as an independent director of Morgan Fund Management Co., Ltd. since April 2019. He has served as a independent executive director since August 2016. From July 2017 to may 2019, he served as an independent director of Fosun United Health Insurance Co., Ltd. He used to be the auditor of CITIC Yongdao certified public accountants, the manager of CITIC Yongdao certified public accountants and the partner of China PricewaterhouseCoopers certified public accountants. Mr. Wang Di received a bachelor’s degree in accounting from the Department of business, National Taiwan University in 1982 and a master’s degree in Business Administration from the University of California, Los Angeles in 1986. Mr. Wang Di was certified as a Chinese certified public accountant in October 2002.
All independent directors are qualified to serve as independent directors, and there was no situation affecting their independence during the reporting period.
(II) appointment of independent directors in special committees of the board of directors
The independent directors of the company serve in the strategy committee, risk management committee, audit committee, remuneration and assessment committee and Nomination Committee of the board of directors. More than half of the members of the audit committee, remuneration and assessment committee and nomination committee are independent directors, and one of the independent directors serves as the convener of the Committee.
The positions of independent directors in the special committees of the board of directors are as follows:
No. convener of independent directors of special committee
1 strategy committee Xiang Hua-
2 risk management committee Xiang Hua-
3 Audit Committee Xiao houfa, Hu Honggao, Wang Di and Xiao houfa
4. Xiang Hua, Xiong Wei, Wang Di and Xiang Hua of salary and assessment committee
5 Nomination Committee Xiong Wei, Xiao houfa, Hu Honggao Xiong Wei
2、 Annual performance of independent directors
(I) attendance at the board of directors, general meeting of shareholders and special committees of the board of directors
During the reporting period, the company held 7 Board meetings and 1 general meeting of shareholders; 17 meetings of special committees of the board of directors were held, including 1 meeting of the strategy committee, 4 meetings of the risk management committee, 6 meetings of the audit committee, 3 meetings of the remuneration and assessment committee and 3 meetings of the nomination committee.
The attendance of independent directors at the meeting is as follows:
Participation of independent directors in meetings of the board of directors and the general meeting of shareholders
Attendance at the board of directors
Name should participate in the voting of the proposal, attend in person and entrust to attend the (item) (time) (time) (time) of the board of directors of the East general meeting in absentia
Times (Times)
Xianghua 7 36 7 0 0 0 agree 1
Xiao houfa 7 36 7 0 0 0 agree 1
Xiong Wei 7 36 6 1 0 agrees 1
Hu Honggao 7 36 7 0 0 0 agree 1
Wang Di 7 36 7 0 0 0 agree 1
Participation of independent directors in meetings of special committees of the board of directors (actual number of participants / number of participants)
Name: Strategic Risk Management Committee audit salary and assessment nomination
Committee Members Committee
Xianghua 1 / 1 4 / 4 – 3 / 3-
Thick hair — Xiao 3 / 6
Xiong Wei — 3 / 3 3 / 3
Hu Honggao — 6 / 6 – 3 / 3
Wang Di — 6 / 6 3 / 3-
Before each meeting, all independent directors carefully reviewed the proposals and reporting materials, learned about the relevant situation from the company, and required the company to supplement relevant explanatory materials as needed, so as to make full preparations for the decision-making of the meeting; In the meeting, we carefully considered each topic, actively participated in the discussion and put forward reasonable suggestions, which played a positive role in the scientific decision-making of the board of directors of the company. When the board of directors is not in session, all independent directors continue to pay attention to the company’s operation and management, standardized operation, information disclosure and the implementation of the resolutions of the board of directors.
The company actively cooperates with independent directors in accordance with relevant laws and regulations. The company regularly sends the directors’ and supervisors’ newsletter to all directors to timely report the regulatory trends, industry development, company operation and investor relations, timely send meeting materials according to the rules of procedure, actively organize independent directors to participate in relevant professional training, and assist independent directors to perform their duties professionally and efficiently. (II) work related to annual report audit
On March 25, 2021, the independent directors and the audit committee attended the meeting with the annual audit accountant and listened to the report of Deloitte Huayong Certified Public Accountants (hereinafter referred to as Deloitte) on the audit of the company’s 2020 annual report. The meeting held exchanges and discussions on litigation cases, provision of risk reserves, anti fraud mechanism, valuation model, etc. The meeting fully affirmed Deloitte’s audit work in 2020.
On November 22, 2021, the independent directors and the audit committee attended the meeting with the annual audit accountant and listened to the report of Deloitte on the audit plan of the company’s 2021 annual report. The meeting discussed the adjustment of internal control test and audit strategy, financial asset valuation, impairment test and other aspects related to the calculation of estimated liabilities in civil litigation, and required Deloitte to pay attention to the effective application of peer audit experience in the audit process and the impact of senior executives’ resignation in its annual audit.
(III) expression of independent opinions
During the reporting period, the independent directors gave independent opinions on the nomination of directors, appointment of senior executives, appointment of accounting firms, internal control evaluation report, profit distribution plan, use of raised funds, related party transactions, external guarantees and other matters of the company (and gave prior approval opinions on related party transactions), and supervised the implementation of relevant matters. The independent directors believe that the above matters of the company can perform the corresponding examination and approval procedures and effectively implement them in strict accordance with the provisions of relevant laws and regulations, without damaging the interests of the company and shareholders.
3、 Overall evaluation
In 2021, in accordance with relevant laws, regulations and the articles of association, all independent directors gave full play to their professional expertise, carefully considered various proposals, actively made suggestions and suggestions, promoted the scientific and efficient decision-making of the board of directors, made important contributions to improving the level of corporate governance, and effectively safeguarded the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders.
independent director:
Xiang Hua, Xiao houfa, Xiong Wei, Hu Honggao, Wang Di
