Report on the work of independent directors in 2021
As an independent director of China National Gold Group Gold Jewellery Co.Ltd(600916) (hereinafter referred to as the company), in our work in 2021, we faithfully, diligently and conscientiously performed the duties of independent directors in strict accordance with the company law, the guidelines for the governance of listed companies and other laws and regulations, the articles of association, the annual report working system of independent directors and other relevant provisions, played the due role of independent directors and ensured the fairness and effectiveness of the decision-making of the board of directors. We can keep learning relevant laws and regulations, constantly improve the awareness of protecting the interests of shareholders of the public, effectively supervise the behavior of controlling shareholders, safeguard the overall interests of the company, especially the interests of minority shareholders, and promote the standardized operation of the company. The work of 2021 is reported as follows: I. Basic information of independent directors (I) appointment and changes of independent directors during the reporting period
According to the articles of association, the first board of directors of the company is composed of 9 directors, including 3 independent directors. Up to now, the basic information of independent directors during the reporting period is listed in the following table:
Name gender job performance status
He qiangnan is currently an independent director
Yan Mei is a female independent director
Wu Fenghua, current independent director
(II) appointment and changes of independent directors in special committees of the board of directors during the reporting period
According to their professional experience and knowledge, the independent directors of the company also held important positions in the special committees of the board of directors, which provided professional guarantee for improving the scientific decision-making level of the board of directors and performing their duties efficiently. During the reporting period, the positions of independent directors in the special committees of the board of directors are as follows:
Name: position of the special committee of the first board of directors
Member of the audit committee
Convener of he Qiang Nomination Committee
Member of salary and assessment committee
Yan Mei, convener of audit committee
Convener of salary and assessment committee
Wu Fenghua, member of the nomination committee
Member of strategy committee
2、 Annual performance of independent directors (I) attendance at meetings in 2021
In 2021, the company held 7 Board meetings and 3 general meetings of shareholders. In a diligent and conscientious manner, the independent directors of the company actively attended relevant meetings, carefully reviewed the proposals submitted, fully expressed professional and independent opinions and exercised their voting rights rigorously after understanding the relevant matters of the company. It has played a positive role in improving corporate governance, preventing risks and major investment decisions. The details of independent directors attending the board of directors and shareholders’ meeting in 2021 are as follows:
Are the attendants / correspondents continuous
Independent directors shall attend in person and entrust to attend two times without attending shareholder affairs in person. The number of meetings of the board of directors is from the number of meetings
He Qiang 7 / 7 7 4 0 0 No 2
Yan Mei 7 / 7 7 5 0 0 No 3
Wu Fenghua 7 / 7 7 6 0 0 No 3
In 2021, the company held 1 meeting of the remuneration and assessment committee, 1 meeting of the nomination committee, 1 meeting of the strategy committee and 5 meetings of the audit committee. They carefully discussed and considered the major matters related to the responsibilities of the special committee and issued independent opinions.
During the reporting period, the specific conditions of independent directors attending each special committee are as follows:
Special Committee of the board of directors he Qiang, Yan Mei, Wu Fenghua
Audit Committee 5 / 5 5 / 5 5 / 5
Nomination Committee 1 / 1 1 / 1 1 / 1
Salary and assessment committee 1 / 1 1 / 1 1 / 1
Strategy Committee 1 / 1 1 / 1 1 / 1
Note: the attendance of the meeting is “number of attendance in person / number of meetings that should be attended”. (II) key matters of independent directors’ annual performance
1. Selection and employment
On December 31, 2021, the independent directors of the company reviewed the China National Gold Group Gold Jewellery Co.Ltd(600916) proposal on the appointment and removal of senior managers. On the basis of knowing relevant information, they expressed their approval opinions and agreed to submit the proposal to the board of directors of the company for deliberation.
2. Business development
(1) On February 15, 2021, the independent directors of the company reviewed the proposal on changing the accounting firm. On the basis of knowing the relevant information, they expressed their approval opinions and agreed to submit the proposal to the board of directors of the company for deliberation.
(2) On April 19, 2021, the independent directors of the company reviewed the proposal on the company’s 2020 annual financial statement report, the proposal on the company’s 2021 annual financial budget report, the proposal on the 2020 annual profit distribution plan, and the proposal on the full text and summary of the company’s 2020 annual report The proposal on using raised funds to replace self raised funds invested in advance and the proposal on the prediction of daily connected transactions in 2021 issued approval opinions on the basis of understanding relevant information and agreed to submit the above proposal to the board of directors of the company for deliberation.
(3) On August 5, 2021, the independent directors of the company reviewed the proposal on the special report on the deposit and actual use of the company’s raised funds in the half year of 2021, issued approval opinions on the basis of understanding the relevant information, and agreed to submit the proposal to the board of directors of the company for deliberation.
(4) On September 30, 2021, the independent directors of the company reviewed the proposal on increasing the forecast of daily connected transactions in 2021, expressed their approval opinions on the basis of knowing the relevant information, and agreed to submit the proposal to the board of directors of the company for deliberation. (III) daily work
During the reporting period, the independent directors of the company earnestly performed their duties in strict accordance with the requirements of relevant laws and regulations, inspected the implementation of relevant resolutions of the board of directors through various communication channels, fully understood the actual operation and management of the company, earnestly performed their duties of supervision and inspection, and effectively protected the legitimate rights and interests of shareholders.
1. Supervision of the company’s daily operation and management
During the reporting period, the company provided independent directors with various ways and channels to understand the company’s operation and provide decision-making basis for their independent judgment. The independent directors of the company actively participated in the meetings of the board of directors and special committees, and timely obtained the operation and management status of the company and other relevant information of the industry. Understand the company’s operating conditions by reviewing relevant materials such as regular reports, monthly financial reports and company information disclosure documents, and continuously pay attention to the media and online reports on the company to master the company’s dynamics. In addition, the company’s independent directors also understand the company’s business operation status, the construction and implementation of internal control system, the promotion of major matters of the company and the implementation of resolutions of the board of directors through on-site investigation and listening to reports, so as to effectively supervise and inspect the company. During the reporting period, the company standardized its operation, continuously improved its internal control level, steadily promoted various business plans, effectively implemented the resolutions of the board of directors, and further improved its operation and management level.
2. Corporate governance
During the reporting period, the company revised and improved some provisions of the articles of association in accordance with the requirements of relevant laws, regulations and normative documents and in combination with the actual situation of the company. The independent directors of the company carefully reviewed the relevant systems, fully understood the background and reasons for the revision of the system, gave full play to the supervisory role of the independent directors, and promoted the company to continuously improve the standardized operation level of corporate governance.
3. Earnestly safeguard the legitimate rights and interests of shareholders
During the reporting period, the independent directors of the company paid close attention to the daily operation of the company. In order to further perform the duties of independent directors, the independent directors of the company learned about the operation and management of the company by carefully reviewing the relevant meeting materials of the company, communicating with the operation and management of the company, and actively searching the relevant materials required for decision-making, and expressed independent opinions on major matters such as the company’s external guarantee, related party transactions and external investment, as well as important matters that may affect shareholders’ rights and interests such as profit distribution.
The company can take the interests of shareholders as the highest purpose, strive to improve operating performance and profitability, actively repay shareholders, formulate a scientific and reasonable profit distribution plan, and there is no behavior damaging the legitimate rights and interests of shareholders during the reporting period.
4. Other matters
During the reporting period, the independent directors of the company did not separately propose to convene the meeting of the board of directors, nor did they independently hire external audit institutions and consulting institutions. The independent directors of the company performed their duties in strict accordance with the rules of procedure of the special committee of the board of directors, and played a role in supporting and supervising the scientific decision-making of the board of directors.
3、 Overall evaluation
In 2021, the independent directors of the company can abide by laws, regulations and the relevant provisions of the articles of association, faithfully and diligently perform their duties, and participate in corporate governance objectively, independently and prudently. When making judgments and decisions, independent directors are not affected by the company’s major shareholders and other units and individuals with interests in the company, and safeguard the interests of the company and shareholders.
Independent directors: he Qiang, Yan Mei, Wu Fenghua April 7, 2022
