China State Construction Engineering Corporation Limited(601668) 2021 annual work report of independent directors
In 2021, as an independent director of China State Construction Engineering Corporation Limited(601668) (hereinafter referred to as “the company”), we strictly followed the company law, the guidelines for the governance of listed companies and other relevant laws and regulations, as well as the articles of association, the working system for independent directors and other relevant system requirements, adhered to an objective, independent and impartial position, performed our duties in good faith, diligently and professionally, attended relevant meetings on time and carefully considered various proposals, Earnestly safeguard the legitimate rights and interests of the company and shareholders, especially minority shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
The company currently has four independent directors, who are professionals with rich experience in finance, accounting, law, science and technology, enterprise management and so on. The resumes are listed in the company’s 2021 annual report. All independent directors comply with the independence guidelines contained in the listing regulatory rules and have submitted an annual confirmation of their independence to the company.
Xu Wenrong: male, born in June 1961. Professor level senior engineer, doctoral candidate. He once served as deputy director of Petroleum Geophysical Exploration Bureau and general manager, director and Deputy Secretary of the Party committee of the international exploration department, vice chairman, general manager and Deputy Secretary of the Party committee of Dongfang geophysical exploration Co., Ltd., assistant to the general manager of Petrochina Company Limited(601857) natural gas group and head of the development research department, chairman of CNPC International Engineering Co., Ltd., director, deputy general manager, member of the Party group and leader of the discipline inspection group of China Shipping (Group) Corporation, Deputy general manager and member of the Party group of Petrochina Company Limited(601857) natural gas group company, deputy general manager and Deputy Secretary of the Party group of Petrochina Company Limited(601857) Natural Gas Group Co., Ltd. and chairman of the board of supervisors of Petrochina Company Limited(601857) Natural Gas Co., Ltd. He was employed as a full-time external director of central enterprises in September 2020, an external director of China First Automobile Group Co., Ltd. from December 2020, an external director of China Building Materials Group Co., Ltd. from January 2021, and an China State Construction Engineering Corporation Limited(601668) independent director from May 2021.
Jia Chen: male, born in February 1956. Researcher level senior engineer, university degree. He once served as deputy director of the accounting department, deputy director of the general affairs department, director of the article and law department, director of the enterprise department, director of the tax administration department of the Ministry of finance, member of the Party group and deputy general manager of China Ordnance Industry Group Co., Ltd. He has been an external director of China Mobile Communications Group Co., Ltd. since March 2017 and an China State Construction Engineering Corporation Limited(601668) independent director since January 2018.
Sun Chengming: male, born in July 1959 China State Construction Engineering Corporation Limited(601668) independent directors. Senior engineer, postgraduate. He once served as deputy general manager and member of the Party committee of China Merchants Group Co., Ltd. China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) chairman, general manager and Secretary of the Party committee, general manager and Secretary of the general Party branch of China Merchants Industrial Group Co., Ltd. He has been an external director of China Development and Investment Group Co., Ltd. since December 2020 and an China State Construction Engineering Corporation Limited(601668) independent director since May 2021. Member of the CPPCC Guangdong Provincial Committee.
Li Ping: male, born in February 1954. Senior engineer, postgraduate. He once served as deputy director of the General Administration of telecommunications of the Ministry of Posts and telecommunications, vice chairman and executive deputy general manager of China Telecom Corporation Limited(601728) (Hong Kong) Group Co., Ltd., deputy general manager and member of the Party group of China Telecom Corporation Limited(601728) group company, external director of China Aerospace Hi-Tech Holding Group Co.Ltd(000901) group company and external director of China Guoxin Holding Co., Ltd. He has served as Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869) independent supervisor and chairman of the board of supervisors since January 2020 and China State Construction Engineering Corporation Limited(601668) independent director since May 2021.
2、 Annual performance of independent directors
(I) attendance at board meetings
During the reporting period, the company held 15 board meetings. The attendance of independent directors at the board of directors is as follows:
Attend the on-site communication entrustment of this year, attend the meetings of the board of directors who vote against in absentia, and the number of meetings
Xu Wenrong 11 6 5 0 0
(since May 2021)
Jia Chen 15 7 8 0 0
Sun Chengming 11 6 5 0
(since May 2021)
Li Ping 11 6 5 0
(since May 2021)
Zheng Changhong 4 1 3 0 0
(leaving office in May 2021)
Yang Chunjin 4 1 3 0 0 0
(leaving office in May 2021)
Yu Hailong 4 1 3 0 0
(leaving office in May 2021)
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
During the reporting period, the company held four general meetings of shareholders. The attendance of independent directors at the general meeting of shareholders is as follows:
Name: the first temporary 2020 annual general meeting in 2021; the second temporary 2021 third extraordinary general meeting in 2021
Xu Wenrong √
Jia Chen √√√
Sun Chengming √
Li Ping √
Zheng Changhong √
Yang Chunjin
Yu Hailong
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 special committees
Independent directors are members of the special committees of the board of directors, among which the chairman of the remuneration and assessment committee and the audit and risk committee are held by independent directors. On May 13, 2021, the proposal on adjusting the establishment of special committees of China State Construction Engineering Corporation Limited(601668) board of directors was considered and adopted at the first meeting of the third board of directors. Rename the original “strategy committee” to “strategy and Investment Committee”; The original “personnel and salary committee” was divided into “Nomination Committee” and “salary and assessment committee”; The original “Audit Committee” was renamed “audit and risk committee”. During the reporting period, we actively organized and participated in the work of relevant special committees, and effectively played the role of independent directors and special committees in corporate governance and major decisions. In 2021, the special committee of the board of directors held 17 meetings to consider 25 topics (including 4 reports).
(IV) express independent opinions
In 2021, we were diligent and dedicated, from the prior review of the decision-making matters of the board of directors to the standardization of the procedures in the matter and the supervision afterwards, actively safeguarded the interests of minority shareholders, and expressed independent opinions on the major decision-making matters of the company in strict accordance with the regulatory requirements, fully reflecting its independence and professionalism. During the reporting period, independent directors issued a total of 23 items of prior approval and independent opinions, including profit distribution plan, renewal of financial and internal control audit institutions, external guarantee, domestic bond issuance, part-time work of senior executives, internal control evaluation report, selection of directors and candidates for independent directors, entrusted loans, changes in accounting policies, related party transactions, equity incentives and other major matters. The opinions of the above independent directors are disclosed in the designated media and the website of Shanghai Stock Exchange as required.
(V) understand the operation and management of the company through multiple channels
In 2021, while actively participating in all previous meetings of the board of directors and professional committees, we also attended China State Construction Engineering Corporation Limited(601668) mid-2021 work conference, China Construction Group’s third quarter operation analysis conference in 2021, China State Construction Engineering Corporation Limited(601668) overseas work conference and compliance management symposium, annual high-level retreat and other important meetings of the company, and made speeches on the theme of high-quality development at the annual high-level retreat. In the process of daily duty performance, we understand the operation and management of the company through various ways, so as to better play a role in decision-making.
1. We pay attention to the communication with other directors, senior executives and relevant staff of the company, so as to timely understand the daily production, operation and management of the company and the implementation of the resolutions of the board of directors. During the reporting period, we communicated with the company’s management, functional departments and auditors of Ernst & Young Huaming Certified Public Accountants (special general partnership) (hereinafter referred to as “Ernst & Young certified public accountants”) on the company’s financial management, audit of annual report and interim report, internal control audit, PPP and overseas business development, especially in the form of special report meeting of independent directors, Conduct detailed exchanges with the company’s management on the implementation of major proposals to be submitted and long-term key concerns of the board of directors.
2. Establish a special communication mechanism for external directors, hold 8 meetings and listen to 14 reports throughout the year. For major investment projects during the year, four special communication meetings before the external board of directors were organized to deeply analyze the potential risks of the project, put forward more than 10 management opinions and form 8 meeting minutes.
3. Carefully study the financial report, internal control report, monthly work report and other regular or irregular materials submitted by the company to fully understand the operation of the company.
4. Browse the company’s website, exchange website, newspaper, television, etc., pay attention to the relevant reports of the media on the company, and timely grasp the company’s dynamics and major events.
During the performance of the above duties, the office of the board of directors of the company has carefully done relevant work, timely transmitted documents and materials and reported the relevant business conditions of the company, provided necessary conditions for us to perform the duties of independent directors, and actively supported and cooperated with our work. There is no situation that hinders the independent directors from performing their duties.
(VI) field investigation
During the reporting period, according to the annual research plan of the board of directors, with the theme of “implementing the new development concept and promoting the high-quality development of main business”, the independent directors focused on the specific measures, work achievements and existing difficulties of China Construction First Bureau, China Construction Third Bureau, China Construction sixth Bureau, China construction foundation, Guangxi headquarters and relevant units in deepening reform and innovation, accelerating industrial transformation and upgrading, improving business quality and promoting high-quality development. Guided by the problem, we have in-depth exchanges with the management of the investigated unit to jointly discuss how to implement the decision-making and deployment of the company’s Party group and promote the implementation of the decision-making of the company’s board of directors under the framework of China State Construction Engineering Corporation Limited(601668) strategic planning. Put forward management requirements from the dimensions of adhering to strategic guidance, improving core competitiveness, highlighting scientific and technological content, paying close attention to risk prevention and control, consolidating and enhancing industry influence and innovating business model, and put forward development suggestions for the company’s regional operation from the two aspects of concentrating advantageous resources and promoting system reform. A number of work evaluations and suggestions put forward by independent directors in the research process have formed four research reports, which are fed back to the management, relevant departments of the headquarters and research units in time for study, and urge the attention, thinking and solution of relevant problems.
(VII) there are no obstacles in the performance of duties
In 2021, all independent directors were able to understand the important business information of the company in a timely manner, and their right to know was fully guaranteed. They did not receive any interference or obstruction in the process of performing their duties. All independent directors have fulfilled their duties and expressed constructive opinions and suggestions on a number of matters related to shareholders and the company as a whole, including but not limited to corporate governance, reform and development, business operation, risk management, related party transactions and internal control. In the decision-making process, they pay attention to safeguarding the interests of the company and all shareholders, especially the legitimate rights and interests of minority shareholders. The company actively adopts all opinions and suggestions put forward by independent directors.
3、 Key issues of annual performance
In 2021, in accordance with relevant laws and regulations, the articles of association and the provisions on the performance requirements of independent directors in various systems, we focused on and reviewed the major matters of the company, and actively made suggestions to the board of directors and special committees of the company, from the perspective of conducive to the long-term and steady development of the company and safeguarding the interests of minority shareholders, It has played an important role in enhancing the standardization of the operation of the board of directors and the effectiveness of decision-making. The details are as follows:
(I) related party transactions
During the reporting period, we reviewed the daily related party transactions between the company and related parties and the renewal of the financial service framework agreement between the company’s affiliated China Construction Finance Co., Ltd. and China State Construction Engineering Corporation Limited(601668) Group Co., Ltd. in accordance with relevant laws and regulations and the articles of association. We believe that these related party transactions are based on the company’s business characteristics and the needs of normal operation and development, and are priced according to the market price. The pricing is reasonable Fair, without harming the interests of the company and all shareholders. When the board of directors deliberates relevant proposals, the related directors shall withdraw from voting, and the voting procedures shall comply with the provisions of relevant laws, regulations and the articles of association. The related transactions will not damage the interests of the company’s non affiliated shareholders, and are fair and reasonable to the minority shareholders, which is conducive to the stable operation of the company. (II) external guarantee and fund occupation
During the reporting period, in accordance with the notice on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantees of listed companies and the notice on regulating
