Self evaluation report on internal control in 2021
Nanjing Baose Co.Ltd(300402) all shareholders:
In order to strengthen and standardize the internal control of Nanjing Baose Co.Ltd(300402) (hereinafter referred to as "the company"), improve the operation and management level and risk prevention ability of the company, promote the sustainable development of the company, and safeguard the legitimate rights and interests of all shareholders and stakeholders, according to the provisions of the basic norms for enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the company's internal control system and evaluation methods, On the basis of daily and special supervision of internal control, the board of directors evaluated the effectiveness of the company's internal control as of December 31, 2021 (benchmark date of internal control evaluation report).
1、 Important statement
It is the responsibility of the board of directors of the company to establish, improve and effectively implement internal control, evaluate its effectiveness and truthfully disclose the internal control evaluation report in accordance with the provisions of the enterprise's internal control standard system. The board of supervisors shall supervise the establishment and implementation of internal control by the board of directors. The senior management is responsible for the daily operation control of the enterprise. 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、 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.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
3、 Objectives and principles for the company to establish internal control system
(I) objectives of internal control system
1. Establish and improve the internal governance and organizational structure, form a scientific decision-making, implementation and supervision mechanism, and ensure the realization of the company's operation and management objectives and the orderly conduct of business activities.
2. The risk management system of the company shall be established to protect the rights and interests of investors in a healthy and orderly manner, and the risk management system shall be strengthened to ensure the healthy operation of the company.
3. Standardize the accounting behavior of the company and ensure the authenticity and integrity of accounting materials.
4. Establish a good internal control environment, plug loopholes, eliminate hidden dangers, prevent and timely detect and correct errors and fraud, and protect the safety and integrity of the company's assets.
5. Ensure the implementation of relevant national laws and regulations and the company's internal rules and regulations.
(II) basic principles for establishing internal control system
1. Principle of legality: internal control shall comply with the provisions of laws and administrative regulations, the regulatory requirements of relevant government regulatory departments and the actual situation of the company.
2. Principle of comprehensiveness: internal control covers all economic businesses and relevant posts of the company, and is implemented to decision-making, implementation, supervision, feedback and other links according to the key control points in the process of business processing. Internal control restricts all personnel within the company, and no individual shall have the power to go beyond internal control.
3. Principle of checks and balances: internal control ensures the reasonable setting of internal institutions and positions and the reasonable division of responsibilities and authorities, adheres to the separation of incompatible positions, and ensures that different institutions and positions have clear rights and responsibilities, restrict and supervise each other.
4. Cost benefit principle: internal control follows the cost benefit principle to achieve the best control effect with reasonable cost control.
5. Principle of appropriateness: the internal control is constantly revised and improved with the change of the external environment, the adjustment of the company's business functions and the improvement of management requirements.
6. Principle of importance: internal control should pay attention to important business matters and high-risk areas on the basis of comprehensive control.
4、 Internal control evaluation
With the continuous efforts of the board of directors, the management and all employees, the company has established a relatively complete and effective internal control system, which provides a reasonable guarantee for the legal compliance of the company's operation and management, asset safety, the authenticity and integrity of financial reports and relevant information, improves the operation efficiency and effect, and promotes the realization of the company's development strategy. (I) evaluation scope of internal control
According to the risk oriented principle, the company determines the main units, businesses and matters included in the evaluation scope and high-risk areas.
The main units included in the evaluation scope are all departments and subsidiaries of the company. The total assets of the units included in the evaluation scope account for 100% of the total assets in the company's financial statements, and the total operating revenue accounts for 100% of the total operating revenue in the company's financial statements.
The items included in the evaluation scope include: internal environment, risk assessment, control activities, information and communication, and internal supervision. The main businesses included in the evaluation scope include: capital, sales and collection, procurement and payment, production quality, inventory, fixed assets, investment, related party transactions, external guarantee, fund-raising, information disclosure and anti fraud. The high-risk areas of focus mainly include fund management, procurement business, sales business, production quality, etc.
The above units, matters, businesses and high-risk areas included in the evaluation scope cover the main aspects of the company's operation and management, and there are no major omissions.
(II) construction and implementation of the company's internal control
1. Internal environment
(1) Corporate governance structure
In accordance with the requirements of the company law, the securities law, the articles of association of the Communist Party of China and other laws, administrative regulations and departmental rules, the company has established a corporate governance structure composed of the general meeting of shareholders, the Party committee, the board of directors, the board of supervisors and the management, forming a scientific decision-making mechanism, implementation mechanism and supervision mechanism. Combined with the actual situation of the company, the company has formulated the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the Party committee, rules of procedure of the board of directors, rules of procedure of the board of supervisors, rules of procedure of the general manager and other rules and regulations, and defined the responsibilities, authorities and working procedures of the general meeting of shareholders, the Party committee, the board of directors, the board of supervisors and the management of the company.
In accordance with the provisions of the articles of association, the Party committee of the company gives full play to its role as the leading core and political core in guiding the direction, managing the overall situation and ensuring the implementation. The Party committee shall, in accordance with the provisions of the measures for the implementation of the "three important and one large" decision-making system, the rules of procedure of the Party committee, the list of matters to be studied and decided by the Party committee and the list of matters to be discussed by the Party committee The list of matters that do not require pre research and discussion by the Party committee performs relevant decision-making or pre discussion procedures for the "three important and one major" matters of the company.
The general meeting of shareholders, the board of directors and the board of supervisors exercise decision-making power, executive power and supervision power respectively according to their duties. The general meeting of shareholders is the highest authority of the company and exercises the voting rights on major matters such as the company's business policy, financing, investment and profit distribution according to law. The rules of procedure of the general meeting of shareholders formulated by the company have made clear provisions on the functions and powers, convening, meeting proposals and notices, procedures and resolutions of the general meeting of shareholders, so as to ensure the standardized operation of the general meeting of shareholders of the company.
The board of directors is responsible for implementing the decisions made by the general meeting of shareholders, exercising the company's business decision-making power according to law, and reporting to the general meeting of shareholders. In accordance with the requirements of the guidelines for self regulation of companies listed on the gem of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the board of directors has four special committees: audit, strategy, nomination, remuneration and assessment. The chairman of the strategy committee is the chairman, and the directors of other special committees are independent directors. The special committees are in strict accordance with relevant laws Regulations and rules of procedure of special committees and other systems perform their duties, which provides an important basis for the scientific decision-making of the board of directors. The board of directors has a special office of the board of directors, and the Secretary of the board of directors is responsible for handling the daily affairs and information disclosure of the board of directors, as well as leading the office of the board of directors to handle other daily affairs. The board of supervisors is the supervisory body of the company and is responsible for and reports to the general meeting of shareholders. The board of supervisors shall perform its duties in accordance with the requirements of the articles of association and the rules of procedure of the board of supervisors, supervise and inspect the behavior of directors and senior managers and the financial situation of the company, and safeguard the rights and interests of the company and all shareholders.
The board of directors is responsible for the implementation of the resolutions of the board of shareholders and the management of the company. The detailed rules for the work of the general manager formulated by the company clearly stipulates the responsibilities and authorities of the general manager, deputy general manager and other senior managers of the company, ensuring that the senior managers are diligent and exercise their management powers according to law.
The above-mentioned institutions of the company have clear rights and responsibilities, mutual independence, mutual checks and balances and standardized operation.
(2) Organization
According to the nature and characteristics of its business, the company has established a scientific organization with clear rights and responsibilities. The company's organizational structure includes marketing company, logistics center, chief engineer's office, technology center (including design room and process room), quality department (including laboratory), production department, high-quality equipment business department, heavy equipment business department, nonferrous equipment business department, production preparation department, equipment department, DBS (Information Center), safety and environmental protection department, human resources department, infrastructure department, administration department, board office, finance department Audit department and other functional management departments. The Party committee of the company has a party masses department and a discipline inspection and supervision office. In addition, according to the system requirements and special management needs, the company has also set up some cross secret committees and their offices, the company's lean management leading group and its office, the company's bidding management leading group and its office, the company's major special work inspection, supervision, assessment and accountability leading group and its office, the company's illegal operation and investment responsibility investigation leading group and its office, the company's quality management office Intellectual Property Office of the company, etc.
For each functional management department and relevant institutions, the company has formulated the department responsibility statement, so that the established various organizations can clearly define their responsibilities, adapt to the requirements of information communication, facilitate the upload, release and transmission of information at all levels and business activities, and provide employees with the information needed to perform their duties. For the posts in each department, the company has formulated corresponding job responsibility instructions, which clearly stipulates the responsibilities and authorities of all employees. There is neither the separation of incompatible Posts nor the absence or overlapping of key functions. (3) Development strategy
The company's development strategy is the ultimate goal of the company's internal control. In order to realize the company's development strategy, the strategic development committee under the board of directors of the company is mainly responsible for studying and making suggestions on the company's long-term development plan, major investment and financing plans, major capital operation and asset management project decisions. The Committee has strong comprehensive quality and practical experience, is familiar with the characteristics of the company's business industry and operation, has strong market sensitivity and comprehensive judgment ability, and can fully understand the trend of national macro policies and the development trend of China's foreign economy and industry.
(4) Internal audit
The audit committee under the board of directors of the company is responsible for the communication of internal and external audit and the supervision and verification of financial and internal control systems of the company in accordance with the detailed rules for the implementation of the audit committee of the board of directors. The audit committee is composed of three directors, including two independent directors, one of whom is an accounting professional, who is responsible for presiding over the work of the Committee. The audit committee shall hold a meeting at least once a quarter to review the internal audit work report and report to the board of directors at least once a quarter.
The company sets up an audit department, which is the executive body of the company's internal audit. It exercises the audit authority under the leadership of the audit committee and reports to the audit committee. The audit department is responsible for supervising and inspecting the company's implementation of national policies, laws, regulations and company rules and regulations, strictly implementing audit regulations, and auditing and supervising the company's operation, financial security and the implementation of the company's internal control system; Be responsible for organizing, promoting and inspecting the establishment and continuous improvement of the company's internal supervision system and risk control mechanism; According to the audit work plan reviewed by the audit committee, conduct routine audit, special audit and other businesses to check and evaluate the effectiveness of the company's internal control design and operation, so as to promote the continuous improvement of the quality of the company's internal control. Report the internal control defects found in the audit process to the audit committee or the management, put forward targeted rectification opinions, and urge relevant departments to take positive measures for rectification.
In 2021, the company's internal audit organization was continuously improved and its internal control was continuously improved, and the company's internal audit work was carried out in a healthy and effective manner.
(5) Human resource management
In accordance with the labor law, labor contract law and other relevant national laws and regulations, and in combination with the actual situation of the company, the company has established and improved a perfect human resource management system, and standardized the management of employee recruitment, induction, promotion, reward and punishment, performance evaluation, salary and welfare and other links.
Adhering to the talent concept of "self transcendence and team growth", the company attaches great importance to the quality training of employees and carries out various forms of training and education for different positions. The human resources department shall formulate detailed training plans according to the training needs of each department every year, organize internal training, external training and other specific training activities, so as to comprehensively improve the management ability of managers, and enable technicians to master the new knowledge and skills required by their posts, so as to help them develop their potential to the greatest extent. The company adheres to the labor distribution principle of "distribution according to work", implements the distribution method of basic salary plus performance salary and year-end reward, and constantly improves the assessment methods of various posts, so as to further link the performance assessment of all employees with the company's business performance and fully mobilize the enthusiasm of employees. The company also increases targeted education and capital investment, strives to improve employees' production and operation skills, continuously improves the level of production informatization and equipment automation, adopts various forms of labor employment, continuously improves the utilization efficiency of human resources and reduces the dependence of production on labor.
The company's existing human resources policy can basically ensure the stability of human resources and the demand for human resources of all departments of the company, and is conducive to the cultivation of talents.
(6) Corporate culture
The company attaches great importance to the construction of corporate culture. After years of development, the company has built a set of corporate culture system covering brand vision, core values, brand mission, concept and code of conduct. "Precious elements, especially outstanding" is the core value of the company. The company adheres to the brand mission of "from made in China to created in China, and promote made in China with created in China", and operates with the business philosophy of "innovation space and win-win cooperation"
