Shenzhen Airport Co.Ltd(000089)
Report on the work of independent directors in 2021
——Shen Weitao
As an independent director of Shenzhen Airport Co.Ltd(000089) in 2021, I performed my duties diligently and legally and actively attended relevant meetings in strict accordance with the company law, the guiding opinions on the establishment of independent directors in listed companies, the guidelines for the standardized operation of listed companies on the main board of Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, as well as the relevant provisions of the articles of association, Carefully review the proposals of the board of directors, express independent opinions on major issues related to the company, and safeguard the legitimate rights and interests of the company and shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance
In 2021, the company held 10 meetings of the board of directors. I should have attended 10 meetings, actually attended 10 meetings, and entrusted to attend 0 meetings. There was no absence. Based on a prudent attitude and the principle of safeguarding the overall interests of the company and the interests of minority shareholders, I timely understood the daily operation status and possible operation risks of the company through on-site investigation and other communication methods. After professional judgment, I deliberated all the proposals at the board meeting, and all the proposals voted in favour without negative vote or abstention.
2、 Independent opinions
During the reporting period, I objectively and impartially put forward 37 independent opinions in accordance with relevant national laws and regulations and the articles of association, and did not raise objections to the company’s board of directors’ and other non board of directors’ meetings this year. The details are as follows:
Time, meeting matters and opinion type
1. Review opinions of independent directors on convening the 2020 board of directors
See;
2. Special report of independent directors on the company’s profit distribution plan in 2020
Opinion;
3. Independent directors on the company’s forecast of daily connected transactions in 2021
Opinions on matters;
4. Independent directors’ prediction on the company’s daily connected transactions in 2021
Prior approval opinions of;
5. Funds occupied by related parties, related party transactions and external guarantees
Special instructions and independent opinions;
The 7th board of directors in March 2021 The independent directors agreed to meet at the 15th meeting on December 31 on the prior approval of the renewal of the accounting firm;
7. Independent opinions of independent directors on the renewal of the accounting firm;
8. Special opinions of independent directors on internal control evaluation report;
9. Independent directors review the company’s 2020 financial report (Unaudited)
(2) opinions of the;
10. Independent directors’ preliminary audit opinions on the company’s 2020 financial statements
See the comments of the;
11. Independent directors’ review of the company’s 2020 financial report and annual report
Comments on the report;
12. Prior approval opinions of independent directors on related party transactions;
13. Special opinions of independent directors on related party transactions.
The 7th board of directors in April 2021 Special opinions on the change of the company’s accounting policies;
16th meeting February 86 Prior approval opinions of independent directors on related party transactions; All agree 3 Special opinions of independent directors on related party transactions.
The 7th board of directors in May 2021 Prior approval opinions of independent directors on related party transactions;
The 23rd provisional meeting on February 26 Special opinions of independent directors on related party transactions; All agree to discuss 3 Independent opinions of independent directors on the sale of assets by holding subsidiaries.
1. Prior approval opinions of independent directors on related party transactions;
August 2021 the 7th board of directors 2 Special opinions of independent directors on related party transactions; All agreed to the 17th meeting on March 25 For funds occupied by related parties, related party transactions and external guarantees
Special instructions and independent opinions.
1. Prior approval opinions of independent directors on related party transactions;
September 2021 the 7th board of directors 2 Special opinions of independent directors on related party transactions;
March 17 24th provisional meeting Independent directors agree to discuss special opinions on the disposal of some fixed assets of the company to be scrapped;
4. Independent on nominating candidates for directors of the 8th board of directors of the company
Directors’ opinions.
1. About the appointment of Mr. Liu Feng as the independent director of the general manager of the company
opinion;
2. Independent opinions on the appointment of the company’s financial director and the director of the audit and legal department
Opinions of the legislative director of the 8th board of directors in October 2021;
1st meeting, March 11 The independent directors agreed with the appointment of the company’s deputy general manager and the deputy director of the finance department;
4. Opinions of independent directors on nominating the Secretary of the eighth board of directors;
5. Prior approval opinions of independent directors on related party transactions;
6. Special opinions of independent directors on related party transactions.
The second session of the 8th board of directors in October 2021 Prior approval opinions of independent directors on related party transactions; Both agreed to hold the meeting on February 27 Special opinions of independent directors on related party transactions.
1. Prior approval opinions of independent directors on related party transactions;
2. The second session of the 8th board of directors in December 2021 Special opinions of independent directors on related party transactions; All agreed to hold an interim meeting on March 9 Independent directors’ opinions on the company’s investment and financial management with its own funds
Independent opinion.
3、 Earnestly perform the duties of the special committees of the board of directors
I am the convener of the audit and Risk Management Committee of the board of directors and a member of the nomination committee. In 2021, adhering to an objective and fair attitude, I earnestly performed my duties in accordance with the responsibilities and rights conferred by the rules of procedure of the company’s professional committees, and provided advice for the operation and management of the company with an independent position, professional perspective and rich experience. Convene three audit and risk management committees, actively participate in the daily work of the audit and risk management committee, review the company’s periodic reports, carefully check the relevant qualifications of the annual audit accounting firm, and carefully evaluate its professionalism and independence; Nomination and qualification examination were conducted for independent director candidates and non independent director candidates of the eighth board of directors of the company, and special opinions were issued on the appointment of senior managers of the company and submitted to the board of directors for deliberation.
4、 Annual field investigation
During the reporting period, I listened to Shenzhen Airport Co.Ltd(000089) the report on the security process of inbound passengers and Inbound Goods on site, focusing on the key links such as isolation measures for international passenger transit, operation specifications for security operators, cargo killing and transportation. We paid close attention to the construction of Shenzhen Airport Co.Ltd(000089) high-risk personnel’s centralized residential areas, learned in detail about the personnel access flow line, contactless service, logistics service guarantee, medical waste disposal, etc., and fully affirmed the phased achievements of the company’s epidemic prevention and control work. I also investigated the expansion project of the satellite hall, understood in detail the service support processes such as passenger departure and arrival, transfer in the same building / cross building, and ticket change, and focused on the commissioning of core systems such as luggage and MRT. It is suggested that the company strengthen detail management, optimize logo design standards, ensure standardized and accurate logo setting and clear guidance, and realize smooth connection between satellite hall and T3 terminal.
5、 Work prospect
In 2022, I will strengthen the study of relevant laws and regulations and governance rules of listed companies, earnestly fulfill the obligations of independent directors in the spirit of integrity and diligence, constantly improve the operation mechanism of special committees, give full play to the role of independent directors, and resolutely safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Shenzhen Airport Co.Ltd(000089)
Independent director: Shen Weitao
April 7, 2022
