China Communications Construction Company Limited(601800)
Report on the work of independent directors in 2021
In 2021, China Communications Construction Company Limited(601800) (hereinafter referred to as the company) independent directors performed their duties in strict accordance with the company law of the people's Republic of China (hereinafter referred to as the company law), the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws, regulations and normative documents, as well as the articles of association, rules of procedure of the board of directors and working system of independent directors Diligence. Actively participate in various meetings organized by the company, carefully review, study and discuss proposals; Give objective, impartial and independent professional opinions on major matters of the company; Actively participate in various trainings and conduct in-depth on-site research; Keep close communication with the management and pay close attention to the operation and development of the company; Effectively safeguard the legitimate rights and interests of all shareholders, especially minority shareholders. The performance of duties of independent directors in 2021 is reported as follows.
1、 Basic information of independent directors
There are three independent directors in the Fourth Board of directors of the company, namely, director Huang Long, director Zheng Changhong and Director Wei Weifeng. The three independent directors are senior experts from the industry or financial field. Their work experience, professional background and part-time work are disclosed in detail in the company's annual report and relevant announcements.
The independent directors of the company strictly abide by the relevant provisions of laws and regulations and the articles of association, and there is no situation affecting their independence.
2、 Annual performance of independent directors
(I) attendance at board meetings
During the reporting period, the company held 17 board meetings, and the attendance of independent directors is shown in the table below. Independent directors present
Attend on-site communication, entrust to attend the meeting of voting against, and number of absences
Number of meetings number of meetings number of names
12 0 17 0 Huanglong
Zheng Changhong 17 5 12 0 0
Wei Weifeng 17 5 12 0 0
During the reporting period, all proposals of the board of Directors voted in favour, without negative vote or abstention.
(II) attendance at the general meeting of shareholders independent directors
2020 annual general meeting name of the first extraordinary general meeting of shareholders in 2021
Huanglong √ leave
Zheng Changhong √√
Wei Weifeng √√
During the reporting period, there was no objection raised by independent directors to the proposal of the general meeting of shareholders of the company.
(III) performance of each special committee of the board of directors
During the reporting period, all independent directors were members of the special committees of the board of directors. Director Huang long served as the chairman of the remuneration and assessment committee of the board of directors, and Director Wei Weifeng served as the chairman of the audit and internal control committee of the board of directors. Independent directors actively participate in the work of the special committees of the board of directors and give full play to the role of the special committees.
In 2021, the audit and internal control committee of the board of directors held 12 meetings and considered and adopted 60 proposals; The strategy and Investment Committee of the board of directors held one meeting and considered and adopted one proposal; The remuneration and assessment committee of the board of directors held one meeting to consider and pass one proposal; The nomination committee of the board of directors held three meetings to consider and pass three proposals.
(IV) understand the dynamic situation of the company's operation and management
During the reporting period, the company's independent directors maintained close communication with other directors and members of the company's management, actively paid attention to the company's operation and management dynamics, participated in many important meetings such as the company's annual working meeting, listened to special reports in the form of board reporting meetings for many times, regularly communicated with external auditors on the problems found in the audit, and paid close attention to the implementation of the matters considered and approved by the board of directors. In addition, independent directors can keep abreast of the company's work trends and the progress of major issues by regularly reviewing the monthly report of the company's dynamic information submitted by the office of the board of directors. The office of the board of directors provides necessary conditions and sufficient guarantee for the performance of duties of independent directors, supports and serves the office needs of independent directors, and there is no situation that hinders the performance of duties of independent directors.
(V) field investigation
During the reporting period, independent directors went to the Yangtze River Delta regional headquarters, the Third Navigation Bureau, three subsidiaries of CCCC urban investment and two projects such as Nanjing Metro Line 6 and Ningbo project to investigate and investigate the company and the front line of the project. During the investigation, the independent directors had an in-depth understanding of the impact of covid-19 epidemic on the operation and management of the enterprise, and listened to the comprehensive report of the enterprise on the historical evolution, main achievements, typical experience, existing problems, main risks and control measures, next development ideas and other aspects. After the investigation, the independent directors formed the investigation report according to the investigation, put forward a number of opinions and suggestions, and timely fed back to the management of the company.
(VI) opinions and suggestions to the management
During the reporting period, in view of the problems and risks in the development process of the company, the independent directors put forward a number of targeted opinions and suggestions from the perspective of high-quality development and stable operation of the company, which were conveyed to the management through meeting minutes, research reports, meeting resolutions, on-site exchanges and other means, and actively promoted the implementation of relevant opinions and suggestions through the supervision and tracking mechanism of the board office. The relevant opinions and suggestions put forward by independent directors during the reporting period are summarized as follows:
1. Take effective measures to pay close attention to the control of "two funds". We should further strengthen the recovery of operating cash flow, assign responsibilities to people and implement them at all levels to ensure the steady operation of the company.
2. We should attach great importance to the identification and control of overseas risks. It is suggested to connect with professional think tanks to jointly study and judge potential risks, so as to ensure timely identification and effective control of overseas risks.
3. We should strengthen the prior control of related party (company) transactions and improve the management level from both management and technology.
4. Pay close attention to the possible occupation of funds by controlling shareholders and related parties to improve the compliance of the operation of listed companies.
3、 Independent opinions on major issues of the company
During the reporting period, the independent directors reviewed the following major issues of the company in accordance with the provisions of relevant national laws and regulations and the requirements of relevant business rules of Shanghai Stock Exchange, and issued independent opinions, which are summarized as follows:
(I) connected / connected transactions
In strict accordance with the Listing Rules of Shanghai Stock Exchange, the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange and other relevant laws and regulations, as well as the requirements of the articles of association and the measures for the administration of China Communications Construction Company Limited(601800) related party transactions, the independent directors shall assess the necessity, objectivity and fair and reasonable pricing of the company's annual daily related party transactions and other related party transactions in accordance with relevant regulations Make judgment on whether it damages the interests of the company and shareholders, and review the prediction of annual daily connected transactions in accordance with relevant procedures.
The independent directors believe that the voting procedures of the board of directors in considering the above matters comply with the company law, the securities law and other relevant laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission, Shanghai Stock Exchange and the company system, and the related directors abstain from voting when considering the related / connected transaction; The transaction content follows the principles of fairness, impartiality, voluntariness and integrity, the transaction pricing is fair and reasonable, and there is no situation that damages the legitimate interests of the company and other shareholders, especially the interests of non affiliated minority shareholders. (II) external guarantee and fund occupation
Independent directors expressed independent opinions on the external guarantee of the company in 2021. During the reporting period, the company did not provide guarantee to shareholders, actual controllers and their related parties. The objects of external guarantee provided by the company are wholly-owned subsidiaries, holding subsidiaries and joint-stock companies. The guarantee provided by the company has fulfilled the approval procedures of the board of directors and the general meeting of shareholders in accordance with the provisions of the articles of association. In strict accordance with relevant laws and regulations and relevant provisions of China Securities Regulatory Commission, the company has fulfilled the obligation of information disclosure for the company's guarantee arrangement. According to the needs of the company's normal business activities, the company's external guarantee matters are legal, in line with the laws, regulations and relevant internal regulations of the company at the time of the transaction, and there is no damage to the interests of the company and shareholders. The company has no funds occupied by controlling shareholders and other related parties.
(III) appointment or replacement of accounting firms
The 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on the renewal of international auditors and Chinese auditors. During the deliberation process, the independent directors expressed independent opinions on the renewal of international auditors and Chinese auditors, and believed that Ernst & young and Ernst & Young Huaming accounting firm (special general partnership) earnestly performed their audit responsibilities and complied with relevant professional ethics in the audit services provided to the company, Abide by the principles of independence, objectivity and impartiality, maintain professional competence and due attention, and fulfill the obligation of confidentiality of information obtained during practice, which is in line with the interests of the company and shareholders.
(IV) cash dividends and other investor returns
The 2020 general meeting of shareholders of the company deliberated and approved the proposal on reviewing the company's 2020 profit distribution and dividend distribution plan. During the deliberation, the independent directors reviewed the formulation basis of the company's 2020 profit distribution plan, the rationality of dividend proportion and decision-making procedures, and expressed independent opinions. The independent directors believe that the company's profit distribution policy in 2020 is conducive to ensuring the continuity and stability of the dividend distribution policy, in line with the provisions of the company law, securities law and other relevant laws and the articles of association, the cash dividend level is reasonable, can take into account the reasonable return needs of investors and the needs of the company's sustainable development, and there is no damage to the interests of the company and all shareholders.
(V) implementation of information disclosure
The company strictly abides by the company law, the securities law, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange and other relevant laws and regulations, as well as the relevant provisions of the articles of association. The company has issued more than 310 public notices and circulars in the domestic and foreign capital markets, prepared and issued 4 regular reports and 4 express reports of production and operation data. Independent directors believe that the company's true, accurate, timely and complete information disclosure has safeguarded the legitimate rights and interests of the company and the majority of investors.
(VI) implementation of internal control
The company has strengthened daily supervision and special inspection, conducted self-evaluation on the effectiveness of internal control, and formed the China Communications Construction Company Limited(601800) 2020 annual internal control evaluation report. The independent directors believe that the report truly and accurately reflects the company's internal control without major omissions and misleading statements. 4、 Overall evaluation
In 2021, the company's independent directors took an in-depth part in corporate governance; Paid close attention to the formulation of the company's development strategy, the management of related party transactions, the pressure drop of "two funds" and other major matters, and maintained close communication with the management; Give full play to their professional expertise, feed back opinions and suggestions to the company's management from the aspects of strategic management and control, risk prevention and control and internal control improvement, actively urge the company to implement them, and better perform the duties of independent directors.
In 2022, after the change of the board of directors of the company, the new independent directors will continue to be diligent and dutiful, and will deeply participate in strategic planning and corporate governance and actively pay attention to the dynamics of the company's production and operation management in strict accordance with the provisions of the company law, the guidelines for the governance of listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association, the working system of independent directors and other relevant laws and regulations and the company's system, Effectively safeguard the legitimate rights and interests of all shareholders, especially minority shareholders, further improve their ability to perform their duties by participating in various trainings, put forward more opinions and suggestions beneficial to the improvement of management for the company from a professional perspective, and contribute to the high-quality development of the company and accelerating the construction of a world-class enterprise.
China Communications Construction Company Limited(601800) independent directors March 30, 2002
