Shenzhen Airport Co.Ltd(000089)
Report on the work of independent directors in 2021
As an independent director of Shenzhen Airport Co.Ltd(000089) in 2021, we performed our duties diligently and legally 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, actively attended relevant meetings and carefully considered various 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 board meetings, including 3 on-site meetings and 7 communication voting meetings. The independent directors of the company are diligent and conscientious, attend relevant meetings on time, seriously discuss and consider various proposals, fully communicate with the management of the company, put forward reasonable suggestions in combination with their own professional fields, and exercise their voting rights in a rigorous and serious manner. All Independent Directors voted on the matters considered at the meeting and did not raise objections or veto opinions on the matters considered. The attendance of independent directors of the company is as follows:
Name should be present at the meeting, and the absence should be entrusted by means of communication. Whether there are two consecutive times of non personal discussion? The number of attendance is from the number of attendance at the meeting of the board of directors
He Yun 10 2 7 1 0 no
Shen Weitao 10 3 7 0 0 0 no
Zhao Bo 10 3 7 0 0 0 no
2、 Independent opinions
During the reporting period, independent directors 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 meeting proposal and other non board meeting proposals 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.
August 2021 the 7th board of directors 1 Prior approval opinions of independent directors on related party transactions; Both agreed to the 17th meeting on February 25 Special opinions of independent directors on related party transactions;
3. 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;
The 7th board of directors 2 Special opinions of independent directors on related party transactions;
24th interim meeting in September 2021 3 The independent directors agreed to discuss the special opinions on the disposal of part of the company’s fixed assets on June 17;
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、 Annual field investigation
During the reporting period, the independent directors have been paying close attention to the company’s epidemic prevention and control work and the operation preparation of the satellite office. Our independent directors listened to Shenzhen Airport Co.Ltd(000089) the report on the security process of inbound passengers and Inbound Goods, focusing on the key links such as international passenger transshipment isolation measures, operation specifications of security operators, cargo killing and transportation. Paid close attention to the construction of Shenzhen Airport Co.Ltd(000089) high-risk personnel concentrated residential areas, and learned in detail the personnel access flow line, contactless service, logistics service support, medical waste disposal, etc. We fully affirmed the phased achievements of the company’s epidemic prevention and control work, and spoke highly of Shenzhen Airport Co.Ltd(000089) withstanding the pressure of epidemic prevention and control, orderly handling of sudden outbreaks, efficient completion and operation of epidemic prevention infrastructure in a short time, and taking the lead in realizing the complete independence of international guarantee areas in China. Through investigation, we suggest that the company make every effort to ensure passenger service during the epidemic period, strengthen epidemic prevention management in public areas such as terminal buildings, and increase disinfection frequency in key areas; Earnestly do a good job in the care and protection of employees, strengthen the health monitoring and management of employees, accurately express condolences and care to employees, and improve the cohesion and combat effectiveness of anti epidemic work.
At the invitation of the company, our independent directors and their entourage also investigated the expansion project of the satellite hall, listened to the report on the progress of the operation preparation and risk control 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. We fully recognize the pre introduction work of the satellite hall operation preparation, strictly control the operation preparation risks through cross organizational boundaries and focusing on key links, and solidly promote the operation preparation of the satellite hall. In order to ensure the smooth and error free operation of the satellite hall, we suggest to further enhance the company’s sense of responsibility, improve risk awareness and strictly control core risks. Continue to implement the concept of “high-quality project”, carry out in-depth evaluation, and inspect the completeness of facilities and equipment, as well as the applicability and smoothness of the process. 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.
4、 Work done in protecting the rights and interests of investors
(I) supervision of the company’s information disclosure
During the reporting period, the company performed the obligation of information disclosure truthfully, accurately, timely and completely in strict accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the management system of company information disclosure. In the process of information disclosure, we have carried out effective supervision and verification, strictly fulfilled the responsibilities and obligations of independent directors, promoted the scientific decision-making of the board of directors, and effectively safeguarded the legitimate rights and interests of investors and public shareholders. (II) actively participate in the company’s annual audit
During the preparation and disclosure of the company’s annual report, we carefully reviewed the company’s financial statements, the first draft of the audit and the final audit report, fully mastered the company’s operation and financial status, and put forward inquiry opinions. In order to fully understand the annual audit of the company, three working meetings of the audit and risk management committee were held to communicate the audit work arrangement and key concerns with the accounting firm, and urge the audit institution to arrange the audit work in strict accordance with the audit plan. With the active cooperation and assistance of many parties, the company successfully completed the annual audit of the company. (III) supervision of special corporate governance activities
During the reporting period, we paid close attention to the company’s key issues such as related party transactions, external guarantees and the occupation of funds by related parties, prudently exercised our voting rights and expressed independent opinions, and earnestly fulfilled the standardized deliberation and decision-making procedures. Pay attention to the construction of the company’s internal control system. During the reporting period, the operation of the company’s internal control system remained stable and effective, and the internal control structure was sound and stable. 5、 Earnestly perform the duties of the special committees of the board of directors
The company has a strategy committee of the board of directors, an audit and risk management committee, a nomination committee and a remuneration and assessment committee. Three independent directors serve as members of the above four special committees respectively. During the reporting period, we issued special opinions of the Strategy Committee on the company’s participation in the establishment of equity investment fund and the investment in the construction of Shenzhen Airport Co.Ltd(000089) East International Transit No. 1 freight station; 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. In 2021, we convened and participated in relevant meetings in accordance with relevant laws and regulations. Each special committee used its own professional knowledge to put forward decision-making suggestions on major matters of the company, and effectively played the role of independent directors.
6、 Self learning
We pay close attention to the impact of macro policies and epidemic situation on the development of civil aviation, strengthen our own learning, pay attention to the latest requirements of regulatory regulations, and actively improve our knowledge
