China Railway Signal & Communication Corporation Limited(688009)
Performance report of independent directors in 2021
Shareholders and shareholder representatives:
According to the regulations and requirements of the China Securities Regulatory Commission's listed company governance standards, the rules for independent directors of listed companies, the Shanghai Stock Exchange's self regulatory guidelines for companies listed on the science and Innovation Board No. 7 - matters related to annual reports, and the China Railway Signal & Communication Corporation Limited(688009) articles of Association (hereinafter referred to as the articles of association), the three independent directors of China Railway Signal & Communication Corporation Limited(688009) (hereinafter referred to as the "company"), Mr. Yao Guiqing, Mr. Chen JINEN In 2021, Mr. Chen Jiaqiang diligently performed the duties and obligations of independent directors, fairly and objectively expressed independent opinions, and safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders. A written report is hereby made to the general meeting of shareholders.
1、 Basic information of independent directors
Mr. Yao Guiqing, born in 1955, Chinese nationality, does not hold the right of residence abroad, and has served as an independent non-executive director of the company since August 2018. Since November 2018, he has served as a director of China General Technology Group Co., Ltd. From February 1990 to March 2018, he successively served as director of China Railway Group Limited(601390) Party committee office, deputy secretary of Party committee of Plant Construction Engineering Bureau, vice chairman of Daqiao bureau, vice chairman of China Railway No. 6 Engineering Bureau, chairman of China Railway No. 9 Engineering Bureau, deputy secretary of Party committee, general manager and vice chairman of China Railway Engineering Corporation. From September 2007 to March 2018, Mr. Yao successively held several positions in China Railway Group Limited(601390) (listed on the stock exchange, stock code: 0390; listed on the Shanghai Stock Exchange, stock code: China Railway Group Limited(601390) ), including Vice President, deputy secretary of the Party committee, chairman of the labor union, chairman of the board of supervisors and vice chairman; From August 2010 to March 2018, he served as its executive director. From December 1971 to February 1990, Mr. Yao successively held many positions in the Third Engineering Bureau of the Ministry of Railways of China, including the director of the Organization Department of the Youth League Committee and the Secretary of the Youth League Committee. Mr. Yao is a senior economist. He graduated from the Central Party school and obtained an on-the-job postgraduate degree in economic management. Since August 2018, he has served as an independent non-executive director of the company. Mr. Chen JINEN, born in 1954, Chinese nationality, did not hold the right of residence abroad, and served as an independent non-executive director of the company from May 2015 to February 2022. From August 2016 to January 2021, he served as a director of China Building Materials Group Co., Ltd. He served as a director of State Grid Corporation of China from January 2015 to June 2027. From March 2010 to August 2013, he served as party secretary and vice chairman of China energy conservation and environmental protection corporation. From September 2012 to March 2013, he served as an independent non-executive director of Baihong Industrial Holding Co., Ltd. (listed on the stock exchange, stock code: 2299). Mr. Chen has also held many positions in China energy conservation and Environmental Protection Investment Corporation, including party secretary and deputy general manager of the company from October 2004 to March 2010; From September 2001 to October 2004, he served as the vice chairman of the company. From November 2000 to September 2001, Mr. Chen served as the director of the Work Department of the board of supervisors of the central enterprise working committee. From August 1998 to November 2000, Mr. Chen served as deputy director of the general office of the special inspector of the Ministry of personnel. From July 1988 to August 1998, Mr. Chen served successively as deputy director, director and assistant inspector in the title Department of the Ministry of personnel. Mr. Chen graduated from the City University of Macao in July 2000 with a master's degree in business administration; Graduated from Nanjing University of Aeronautics and Astronautics in helicopter design in July 1978.
Mr. Chen Jiaqiang, born in 1951, is a Hong Kong citizen. From August 2018 to February 2022, he served as an independent non-executive director of the company. Since December 2019, he has served as an independent non-executive director of Minmetals Resources Co., Ltd. (listed on the stock exchange, stock code: 1208). From November 2014 to April 2020, he served as an independent non-executive director of Metallurgical Corporation Of China Ltd(601618) (listed on the stock exchange, stock code: 1618; listed on the Shanghai Stock Exchange, stock code: Metallurgical Corporation Of China Ltd(601618) ). From May 2015 to may 2018, Mr. Chen served as an independent non-executive director of Crrc Corporation Limited(601766) (listed on the stock exchange, stock code: 1766; listed on the Shanghai Stock Exchange, stock code: Crrc Corporation Limited(601766) ). Mr. Chen has successively served as senior assistant of audit department, manager of tax department, senior manager of China Service Department of Ernst & Young Huaming Certified Public Accountants (special general partnership), and chief financial officer of Hong Kong Qixiang group. From January 1994 to December 2008, Mr. Chen served as the Beijing based partner of Ernst & Young Huaming Certified Public Accountants (special general partnership), the Beijing based managing partner of tax and investment consulting service department and the managing partner of non-performing asset transaction consulting service department. Mr. Chen was a member of the Executive Committee of the Hong Kong Chamber of Commerce in China and served as its president in 2000 and 2003. Mr. Chen graduated from the Hong Kong Polytechnic Institute in accounting. He is a member of the Hong Kong Institute of certified public accountants, a senior member of the British Institute of Chartered Certified Public Accountants, a member of the British Institute of Chartered Secretaries and administrators, and a member of the Australian Institute of certified public accountants.
All independent directors have the independence required by the rules for independent directors of listed companies and the rules for the listing of securities on the stock exchange of Hong Kong Limited of the CSRC, and there is no situation affecting their independence.
2、 Annual performance of independent directors
As an independent director of the company, we actively attend the meetings of the board of directors, relevant special committees and the general meeting of shareholders. We can carefully review the meeting report and relevant materials before the meeting, actively participate in the discussion of various topics and put forward reasonable suggestions at the meeting, and play a positive role in the scientific decision-making of the meeting. In addition, we also attended the company's annual working meeting and other relevant meetings. We believe that the convening and convening procedures of the board of directors and the general meeting of shareholders of the company in 2021 meet the legal requirements, and the decision-making procedures of various matters raised at the meeting are legal and effective.
(I) attendance at the board of directors and shareholders' meeting
During the reporting period, the specific attendance of the meeting is as follows:
Name of directors participation in the board of directors this year
The number of times that the directors who should attend the meeting personally entrust to attend the meeting
Number of meetings number of seats
Yao Guiqing 1002
Chen JINEN 10 100 02
Chen Jiaqiang 10 9 1 0 2
The company held a total of 2 Shareholders' meetings, all of which were attended in person. The board of directors held 10 meetings and considered 28 proposals in total. We all voted in favour and expressed independent opinions on the proposals involving external guarantee, profit distribution and other matters.
(II) performance of special committees of the board of directors
During the reporting period, the strategy and Investment Committee held one meeting and listened to one report; The remuneration and assessment committee held one meeting and listened to one report; The nomination committee held one meeting to consider and vote on one proposal; The audit and Risk Management Committee held 4 meetings, deliberated and voted on 10 proposals and listened to 3 reports; The quality safety committee held one meeting and listened to one report.
The specific attendance at the meeting is as follows:
Strategy, compensation and quality safety
Nomination Committee audit and risk
Name of director: full member of assessment committee of Investment Committee
Member management committee
Member Association
Chen JINEN 1-4 -
Chen Jiaqiang - 1-4 -
Yao Guiqing 1-1
(III) daily work and on-site investigation of the board of directors
During the reporting period, we paid attention to the research and study of securities laws and regulations and basic securities theory. Through participating in various job-related special training, we timely understood the regulations of domestic and foreign regulatory authorities, the code of conduct for directors' due diligence and information disclosure requirements that a + H-share listed companies should comply with. In our daily work, we have extensively studied important policy documents closely related to corporate governance and the company's main business, paid attention to industry media reports and capital market analysis reports, and performed the duties of independent directors diligently and effectively in strict accordance with the requirements of various laws and regulations and the articles of association. By reading the company's documents and information, listening to the report of the company's management, communicating with the company's directors and managers and other means, we can fully grasp the company's operation and make full preparations for participating in the company's strategic research and decision-making. In May 2021, we investigated China Railway Signal & Communication Corporation Limited(688009) 3 subsidiaries in Shanghai (Casco, Shangtong company and Shanghai Engineering Bureau) and went to Eastern Air Logistics Co.Ltd(601156) and Baoshan Iron & Steel Co.Ltd(600019) which are the first batch of pilot enterprises of mixed reform of central enterprises and advanced enterprises of intelligent manufacturing; In July, we investigated the Shenxin company affiliated to Xigong group, had in-depth exchanges with the research enterprises, and put forward opinions and suggestions on strategic planning, market development, scientific and technological research and development, talent team construction and so on.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
According to the requirements of the securities regulatory authority and the company's relevant rules of procedure, as an independent director of the company, we have reviewed the company's matters involving related party transactions, and believe that the related party transactions and review procedures comply with the provisions of laws and regulations. The relevant transactions are conducted openly, fairly and reasonably under the principle of market economy, and the transaction price is reasonable and fair, without harming the interests of the company and non related shareholders, It will not affect the independence of the company.
(II) external guarantee and fund occupation
During the reporting period, the company only guaranteed the wholly-owned and holding subsidiaries of the company. As an independent director, we expressed independent opinions on this. We believe that the decision-making procedures of the company's external guarantee during the reporting period comply with the provisions of relevant laws, regulations and the articles of association, fulfilled the corresponding decision-making procedures and information disclosure obligations, and did not harm the interests of the company and shareholders, There is also no non operational occupation of funds by the controlling shareholders and their related parties.
(III) use of raised funds
In accordance with the company law, the securities law, the rules for independent directors of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other laws and regulations, as well as the articles of association, the measures for the administration of China Railway Signal & Communication Corporation Limited(688009) raised funds and other relevant provisions, we believe that the deposit and use of the company's raised funds in 2021, Comply with the provisions of relevant laws, regulations, rules and other normative documents such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and there is no change in the investment direction of raised funds and damage to the interests of shareholders.
(IV) nomination and remuneration of directors and senior managers
The remuneration of the company's directors and senior managers in 2021 shall be implemented after assessment in accordance with the remuneration management system of SASAC and the company. The formulation of the salary management system and the salary distribution procedures comply with the relevant policies and requirements of state-owned assets supervision and securities supervision, the provisions of relevant laws and regulations, the articles of association and relevant rules and regulations, and the actual situation of the company.
(V) performance forecast and performance express
During the reporting period, the company issued a performance express once, without performance forecast.
(VI) appointment or replacement of accounting firms
We have summarized, analyzed and evaluated the audit work carried out by Ernst & Young Huaming Certified Public Accountants (special general partnership) in 2020, considered that it has the experience and ability to provide audit services for listed companies and can meet the work requirements of the company's annual financial and internal control audit, and agreed to the proposal to renew the appointment of Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company's audit institution in 2021, The proposal was deliberated and approved by the 25th meeting of the third board of directors and the 2020 annual general meeting of shareholders of the company. (VII) cash dividends and other investor returns
During the reporting period, while maintaining its sustained and steady development, the company attached great importance to the reasonable return on investment of shareholders. The profit distribution plan of the company in 2020 was considered and adopted at the 25th meeting of the third board of directors and the general meeting of shareholders in 2020. We have reviewed the basis for the formulation of the profit distribution plan, the rationality of the dividend proportion and the decision-making procedures, and believe that the cash dividend level of the distribution plan is reasonable, can take into account the reasonable return of investors and the sustainable development of the company, and is in line with the cash dividend policy and the medium and long-term shareholder return plan stipulated in the articles of association.
(VIII) performance of commitments of the company and shareholders
The company strictly fulfilled the commitments made during the listing and issuance, and there was no violation of the commitments.
(IX) implementation of information disclosure
The company shall disclose information in strict accordance with the laws and regulations of China Securities Regulatory Commission, Shanghai Stock Exchange, stock exchange and other regulatory authorities and the relevant provisions of the company's measures for the administration of information disclosure, so as to ensure the authenticity, accuracy, integrity, timeliness and fairness of the disclosed information. During the reporting period, the company issued 74 announcements and disclosure documents on the Shanghai Stock Exchange, 82 announcements in traditional Chinese and 60 announcements in English on the Hong Kong stock exchange. We continue to pay attention to the company's information disclosure. The company's announcements and circulars are disclosed on the websites of Shanghai Stock Exchange and stock exchange of Hong Kong and designated newspapers and periodicals in accordance with the regulations. There are no false records, misleading statements or major omissions. We have better fulfilled the obligation of information disclosure and safeguarded the legitimate rights and interests of investors.
(x) implementation of internal control
The board of directors and its special committees promote the company to continuously improve its internal control and risk management system in accordance with the requirements of the basic norms of internal control and relevant supporting guidelines. The company hired Ernst & Young Huaming Certified Public Accountants (special general partnership) to conduct external audit on the company's internal control, and Ernst & Young Huaming Certified Public Accountants (special general partnership) issued a standard unqualified internal control audit report. As independent directors, we listened to the work report of the Department in charge of the company's internal control and understood the progress of the company's internal control work. We believe that the construction of the company's internal control system is solid, orderly and effective, achieving the goal of internal control, without major and important defects, and ensuring the standardized operation of the company
