Sichuan Road & Bridge Co.Ltd(600039)
Report on the performance of the risk control and Audit Committee of the board of directors in 2021
In accordance with the standards for the governance of listed companies, the guidelines for the self-regulation of listed companies of Shanghai Stock Exchange No. 1 - standardized operation, the articles of association of Sichuan Road & Bridge Co.Ltd(600039) company and the working system of Sichuan Road & Bridge Co.Ltd(600039) risk control and audit committee, we have conscientiously performed our duties, actively attended relevant meetings and expressed opinions on the company's financial audit, internal control, related party transactions, etc, Give full play to the role of the risk control and Audit Committee of the board of directors. The work in 2021 is reported as follows:
1、 Basic information of risk control and Audit Committee of the board of directors
The members of the risk control and Audit Committee of the seventh board of directors of the company are Mr. Zhao zesong, Yan Zhiming, Zhao Zhipeng, Guo Xianghui, Li Guangjin, Zhou Yousu and Cao Qilin respectively, of which four are independent directors, and Mr. Zhao zesong is the chairman. The professional background and working experience of members are as follows:
Zhao zesong: born in August 1954, graduated from the accounting department of Southwest University of Finance and economics with a postgraduate degree. He has successively served as the director and professor of the accounting department of Chengdu University of technology; Vice president of Sichuan Accounting Society and deputy director of Sichuan senior accountant Review Committee. He used to be an independent director of Chengdu Hi-Tech Development Co.Ltd(000628) , Sichuan Expressway Company Limited(601107) , Chengdu Tianxing Instrument Co., Ltd. and the company. He is currently an independent director of the company. Yan Zhiming: born in April 1966, CPC member, master degree, senior engineer. He has been engaged in enterprise management for a long time. He has successively served as deputy director, member of the Party committee and director of Sichuan Huili Zinc Mine, director (legal representative) of Sichuan Metallurgical Research Institute, President and Deputy Secretary of the Party committee of Sichuan nonferrous metallurgy Research Institute, legal representative, chairman, Secretary of the Party committee and general manager of Sichuan nonferrous Technology Co., Ltd., general manager assistant of railway investment group, etc. He is currently a director of the company and a director of road and bridge group.
Zhao Zhipeng: born in October 1969, member of the Communist Party of China, bachelor degree, senior economist and lawyer. He has been engaged in enterprise management for a long time. He has successively served as Deputy Secretary of the Party committee, Secretary of the Discipline Inspection Commission, deputy general manager and Secretary of the Party committee of Sichuan Chuanjiao road and Bridge Company, secretary, vice chairman and chairman of the Party committee of Sichuan Road and aviation construction Engineering Co., Ltd., deputy secretary and director of the Party committee of Sichuan railway investment Urban and rural investment and construction group. He is currently the deputy secretary and director of the Party committee of the company and the deputy secretary and director of the Party committee of road and bridge group.
Guo Xianghui: born in July 1962, member of the Communist Party of China, college degree, senior economist. He has been engaged in enterprise management for a long time. He has successively served as deputy manager of the third company of Sichuan Road & Bridge Co.Ltd(600039) head office, Sichuan Road & Bridge Co.Ltd(600039) general manager of the first highway branch, Sichuan Road & Bridge Co.Ltd(600039) general manager and director of Sichuan Communications Co., Ltd., deputy general manager of the company, director and deputy general manager of road and bridge group. He is currently a member of the Party committee, director and chairman of the trade union of the company, a member of the Party committee, employee director and chairman of the trade union of road and bridge group. Li Guangjin: born in June 1965, doctor of South China University of technology, Professor of Business School of Sichuan University and doctoral supervisor of enterprise strategic management. He once served as vice president of the school of Business Administration of Sichuan University, director of the Finance Department of Sichuan University, full-time vice president of Sichuan Federation of industry and Commerce and vice president of Sichuan chamber of Commerce. Currently, he is an independent director of the company, Sichuan Guangan Aaa Public Co.Ltd(600979) , Sichuan Crun Co.Ltd(002272) , Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) independent director.
Zhou Yousu: born in November 1953. From July 1983 to now, he has been engaged in legal research in Sichuan Academy of social sciences. He is currently a researcher, Professor, expert with special allowance of the State Council, academic and technical leader of Sichuan Province, vice president of Business Law Research Society of China law society, vice president of Securities Law Research Society of China law society, Wuliangye Yibin Co.Ltd(000858) , Chengdu Huasun Technology Group Inc.Ltd(000790) , independent director of Chengdu Santai Holding Group Co., Ltd. and independent director of the company.
Cao Qilin: born in December 1973, majoring in enterprise management (Corporate Finance) of Sichuan University, doctoral candidate. From July 1997 to now, he has taught in the Business School of Sichuan University; From May 2019 to now, he has served as Chengdu Hongqi Chain Co.Ltd(002697) independent director; From May 2021 to now, he has served as an independent director of New Hope Liuhe Co.Ltd(000876) service Holding Co., Ltd; He is currently an independent director of the company.
2、 Meetings held
In 2021, the risk control and Audit Committee of the seventh board of directors held 8 meetings. In view of the preparation of the 2020 annual financial report, the risk control and Audit Committee of the board of directors considered and approved the proposal on reviewing the company's 2020 annual financial audit report, the proposal on hiring the company's 2021 financial audit institution, the proposal on hiring the company's 2021 internal control audit institution, the proposal on reviewing the company's internal control evaluation report and other relevant proposals. The committee also held a meeting to discuss the related party transactions of the company, The proposal on abandoning holding and participating in investment projects of Xichang Shangri La (Sichuan) Expressway, Xichang Ningnan Expressway and Huili Luquan (Sichuan) Expressway of g7611 line and the proposal on holding and acquiring Sichuan Railway Construction Co., Ltd., Sichuan Hangyan Construction Engineering Co., Ltd. and Sichuan Zhenjing Construction Engineering Co., Ltd. were reviewed and approved Proposal on adjusting the estimated amount of daily related party transactions in 2021, proposal on the company issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions, etc.
3、 Performance of the risk control and Audit Committee of the board of directors
(I) annual report audit in 2021
According to the requirements of the notice on the disclosure of 2021 annual report of listed companies on the main board of Shanghai Stock Exchange, the risk control and Audit Committee of the board of directors of the company supervised the annual audit and the preparation process of the annual report, and carefully reviewed the relevant contents. 1. On January 24, 2022, the risk control and Audit Committee of the board of directors communicated with the financial department and ShineWing Certified Public Accountants (special general partnership) on the audit work and schedule of the company in 2021, determined the audit work arrangement of the company in 2021, and the chief financial officer submitted the audit work arrangement and other relevant materials of the current year to the Committee. On the same day, the Audit Department of the company submitted to the risk control and Audit Committee of the board of directors for review on the 2021 internal audit work report, the report on the rectification of problems found in the 2021 audit and the 2022 internal audit work plan.
2. On March 21, 2022, the Finance Department of the company reported the unaudited financial statements of 2021 to the risk control and Audit Committee of the board of directors, and communicated and exchanged relevant information in the preparation process. The financial department of the company and ShineWing Certified Public Accountants (special general partnership) reported the 2021 annual report and relevant information to the risk control and Audit Committee of the board of directors. The risk control and Audit Committee of the board of directors communicated and communicated with the accounting firm on the 2021 annual report, believed that the financial and accounting statements could reflect the financial status and operating results of the company, and formed a written opinion.
4. The risk control and Audit Committee of the board of directors maintained continuous communication with the annual audit accountant during the audit process, and urged the annual audit accountant in writing on March 21, 2022 to submit the audit report within the agreed time limit on the premise of ensuring the quality of the audit work, so as to ensure the orderly development and timely completion of all stages of the company's annual audit.
5. On March 29, 2022, the risk control and Audit Committee of the board of directors reviewed the company's 2021 annual report and the 2021 annual audit report issued by ShineWing Certified Public Accountants (special general partnership), and considered that the company's 2021 annual report met the requirements of relevant national regulations and securities regulatory authorities and the actual situation of the company's production and operation; The audit opinions on the annual financial statements prepared by the company in accordance with the accounting standards for business enterprises, the financial position of the company as of December 31, 2021 and the operating results and cash flow in 2021 are objective and fair, and have formed written opinions.
(II) supervise and evaluate the internal audit work and guide the internal audit work
During the reporting period, the risk control and Audit Committee of the board of directors reviewed the internal audit work report submitted by the company and the internal audit work plan for the next year, recognized the feasibility of the plan, timely urged the company's internal audit institutions to seriously implement the implementation of the audit plan, and put forward guiding suggestions on the problems of internal audit. After reviewing the internal audit work report, the risk control and Audit Committee of the board of directors found no major problems in the internal audit work.
(III) evaluate the effectiveness of internal control
In accordance with the company law, the securities law and other laws and regulations and the requirements of securities regulatory authorities, the company has established a relatively perfect corporate governance structure and governance system. During the reporting period, the company strictly implemented the internal control management requirements and standardized the operation of the general meeting of shareholders, the board of directors, the board of supervisors and the management, effectively protecting the legitimate rights and interests of the company and shareholders. The risk control and Audit Committee of the board of directors carefully reviewed the company's internal control evaluation report and internal control audit report, and believed that the company's internal control evaluation report and internal control audit report could truly and accurately reflect the actual situation of the company's internal control, the construction of the company's internal control system met the requirements of the governance norms of listed companies, and no major internal control defects were found.
(IV) review of related party transactions of the company
During the reporting period, the risk control and Audit Committee of the board of directors had a detailed understanding of related party transactions such as daily related party transactions, joint investment with related parties, issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions, and fully communicated with relevant departments, paid attention to the implementation of related party transactions of the company, and prudently expressed professional opinions. The related party transactions of the company comply with relevant laws such as the company law, the securities law and so on The regulations and the articles of association of the company do not damage the interests of listed companies and shareholders, nor will it affect the independence of the company.
(V) coordinate the communication between the management, internal audit department and external audit institutions
During the reporting period, on the basis of fully listening to the opinions of all parties, the audit committee actively coordinated the communication between the company's management and the external audit institutions and the communication between the external audit institutions and the company's internal audit department, which made the communication between the company's management, the internal audit department and relevant departments and the external audit institutions more effective and improved the audit efficiency.
4、 Overall evaluation
During the reporting period, the risk control and Audit Committee of the board of directors strictly abided by the standards for the governance of listed companies, the guidelines for self regulatory supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation, the articles of association of Sichuan Road & Bridge Co.Ltd(600039) company and the working system of Sichuan Road & Bridge Co.Ltd(600039) risk control and audit committee, etc
