Jointo Energy Investment Co.Ltd.Hebei(000600)
Internal control evaluation report in 2021
Jointo Energy Investment Co.Ltd.Hebei(000600) all shareholders:
In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements (hereinafter referred to as the enterprise internal control standard system), combined with Jointo Energy Investment Co.Ltd.Hebei(000600) (hereinafter referred to as the company or the company) internal control system and evaluation methods, on the basis of daily and special supervision of internal control, adhere to the principle of risk orientation, and continuously improve and optimize the company’s internal control system, To adapt to the changing external environment and the requirements of internal management. We evaluated the effectiveness of the company’s internal control as of December 31, 2021 (benchmark date of internal control evaluation report) through risk inspection, internal audit and internal control test.
1、 Board statement
The board of directors and all directors 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 liabilities for the authenticity, accuracy and completeness of the contents of the report.
It is the responsibility of the board of directors of the company to establish, improve and effectively implement internal control and evaluate its effectiveness in accordance with the provisions of the enterprise’s internal control standard system.
The board of directors of the company is responsible for establishing, improving and effectively implementing internal control; The board of supervisors shall supervise the establishment and implementation of internal control by the board of directors; The management is responsible for organizing and leading the daily operation of the company’s internal control.
The objective of the company’s internal control is to reasonably ensure the legal compliance of the company’s operation, maintain asset safety, ensure the authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the company to realize its 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, the company has 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、 Internal control evaluation
Evaluation scope of internal control: the company determines the main units, businesses and matters and high-risk areas included in the evaluation scope according to the risk-oriented principle.
The total assets of the units included in the evaluation scope account for 94.45% of the total assets of the company’s consolidated financial statements, and the total operating revenue of the units included in the evaluation scope accounts for 100% of the total operating revenue of the company’s consolidated financial statements.
Main businesses and matters included in the evaluation scope: internal environment (organizational structure, development strategy, human resources, corporate culture, social responsibility), risk assessment Control activities (internal system management, incompatible job separation, authorization and approval, accounting control, fund management, asset management, engineering projects, procurement business, budget control, operation analysis control, internal control of the company’s connected transactions, internal control of the company’s external guarantee, internal control of the use of the company’s raised funds, internal control of the company’s major investment, contract management, management of holding subsidiaries), information and communication Internal oversight.
The high-risk areas that the company focuses on mainly include capital activities, procurement business, asset management, production and cost management, financial reporting, comprehensive budget, contract management, related party transactions, emergency management, information and communication.
(I) internal environment
The company identified and evaluated the internal environmental elements of the company based on the requirements of the basic norms on the internal environment and the contents of the application guidelines on organizational structure, development strategy, human resources, corporate culture, social responsibility and so on.
1. Organizational structure
The company has established a standardized corporate governance structure composed of the general meeting of shareholders, the board of directors, the board of supervisors and the management. The establishment of corporate governance structure strictly meets the relevant laws and regulations such as the company law and the regulatory requirements of external regulators such as China Securities Regulatory Commission. The company continues to establish and improve the governance structure, rules of procedure and decision-making procedures of the board of directors, the board of supervisors and the management, and the management of the company strictly performs various responsibilities specified in the company law and the articles of association.
The general meeting of shareholders is the highest authority of the company. According to the terms of reference stipulated in the company law, the articles of association and other laws, regulations and rules, it deliberates and makes decisions on the company’s business policies, investment plans, major transactions, changes in the company’s capital, appointment and removal of directors and supervisors and other major events. The company has formulated the rules of procedure of the general meeting of shareholders, which can ensure that all shareholders, especially small and medium-sized shareholders, enjoy equal status and that all shareholders can fully exercise their rights.
The board of directors is the company’s permanent decision-making body and is responsible for the general meeting of shareholders. The board of directors shall exercise its powers and execute the resolutions of the general meeting of shareholders in accordance with the terms of reference and the scope of authorization of the general meeting of shareholders as stipulated in the company law, the articles of association, the rules of procedure of the board of directors and other laws, regulations and rules. The board of directors has three professional committees: Strategy Committee, remuneration and assessment committee and audit committee, and has formulated the working rules of the strategy committee of the board of directors, the working rules of the remuneration and assessment committee of the board of directors and the working rules of the audit committee of the board of directors to standardize the responsibilities of each committee.
The board of Directors consists of 9 chairman and directors, including 6 non independent directors and 3 independent directors. The board of directors has a secretary of the board of directors, who is responsible for the management of equity affairs, information disclosure and the operation of corporate governance structure. The Secretary of the board of directors has a board office to assist the Secretary of the board of directors in carrying out specific work.
The audit committee of the board of directors has an audit and risk control department, which carries out the internal audit and supervision of the company in accordance with the internal audit management measures, Interim Measures for internal audit quality control, internal control self-evaluation management measures and other systems formulated by the company, and adopts regular and irregular inspection methods to audit and verify the finance, major projects, production and operation activities of the company and its subsidiaries, And supervise and inspect the internal management system of the company and the internal control system of subordinate companies, and independently exercise the power of audit and supervision.
The board of supervisors is composed of 5 members, including the chairman of the board of supervisors and supervisors. The board of supervisors is the supervisory body of the company and is responsible for the general meeting of shareholders. The board of supervisors shall have clear responsibilities, supervise and inspect the company’s financial status, legal operation, implementation of resolutions of the general meeting of shareholders by the board of directors, and whether directors and senior managers violate laws and regulations in the performance of their duties in accordance with the terms of reference specified in the company law, the articles of association, the rules of procedure of the board of supervisors and other laws, regulations and rules, and express opinions on important matters of the company.
The management level is composed of 8 persons, including general manager, deputy general manager, chief engineer and financial director.
The management is the executive body of the company and is responsible to the board of directors. The company has formulated the working rules for the general manager. According to the regulations, the general manager is responsible for presiding over the company’s production and operation management, the company’s annual plan and investment plan, formulating the company’s internal management organization setting plan, formulating the company’s basic management system, formulating the company’s specific rules, etc.
In accordance with the provisions of relevant standardized operation system and internal management system, the company has set up management departments at all levels suitable for operation and management (including office, party masses work department, discipline inspection and supervision department, human resources department, financial management department, capital securities department, investment development department, engineering management department, operation management department, safety supervision department, fuel and business management department, audit and risk control department, management improvement office, etc.), The responsibilities of each department are reasonably divided.
2. Development strategy
General idea of the company’s “14th five year plan” development strategy:
According to the overall development idea of “1-3-6”, with “developing clean energy, creating comparative advantages, optimizing industrial structure and accelerating transformation and upgrading” as the core task, promote the realization of higher quality, more efficient and more sustainable development.
“One focus”. Focus on the main business and adhere to the high-quality development path of the main business of electricity and heat. Focus on building a clean energy sector, optimize the development of clean and efficient coal-fired power projects, and improve the market scale and competitive advantage of the heating sector. “Three changes”. The development mode has changed to optimize increment and optimize stock at the same time, the development mode has changed from power generation to user side comprehensive energy demand, and the development power has changed to innovation driven. “Six strengthening”. First, strengthen structural adjustment. Second, strengthen quality and efficiency improvement. Third, strengthen industrial extension. Fourth, strengthen scientific and technological innovation. Fifth, strengthen institutional reform. Sixth, strengthen risk control.
3. Human resources
Adhering to the people-oriented principle and in accordance with the labor contract law of the people’s Republic of China and other laws and regulations, the company has formulated the measures for the administration of employee recruitment (Revised), the Interim Measures for the administration of retired employees, the Interim Measures for the administration of training, the guidance on the performance evaluation and the remuneration system of the person in charge of the affiliated enterprises, the Interim Measures for the administration of the total wages of the affiliated enterprises of the company (Trial) Human resource related management systems such as standard coal unit price assessment method (Revised), electricity assessment method (Revised).
The company has established and implemented scientific human resources policies such as employee employment, deployment, training, salary management, assessment and evaluation, reward and punishment, promotion and elimination; Advocate the spirit of honesty and trustworthiness, dedication, innovation and teamwork, and pay attention to strengthening legal education to enhance the legal concept of directors, supervisors, senior executives and employees.
4. Corporate culture
The company has formulated the corporate culture manual, which insists on guiding the overall management and development of the company with corporate culture, so that the company can develop in a long-term and sustainable way. Firmly grasp the mission of benefiting the environment and meeting the needs of customers to the greatest extent, take the theme consciousness, responsibility consciousness, efficiency consciousness and innovation consciousness as the basic point of the company’s cultural design, create a cultural environment that can best meet the self-development of employees, create a cultural atmosphere full of passion and vitality, and maximize the innovation potential of each employee.
The company formulates an employee handbook to clearly specify the behaviors that all employees of the company must abide by and prohibit in their work, including moral requirements and behavior standards. Such as integrity and morality, fair, full, accurate, timely disclosure of company information, compliance with discipline and law, and timely reporting of violations. Any violation of the code of conduct will be criticized and even disciplined.
5. Social responsibility
The company highly performs its responsibilities for the comprehensive development of the country and society, the natural environment and resources, as well as consumers, suppliers, customers, employees, shareholders, creditors and other stakeholders. In business activities, follow the principles of voluntariness, fairness, compensation for equal value, honesty and credibility, abide by social ethics and business ethics, and consciously accept the supervision of the government and the public.
The company has established safety production related management systems such as safety production work regulations, safety production responsibility system management system, safety production objective management system, safety production input management system, safety inspection management system, production safety accident investigation and handling regulations, emergency management system and safety production education and training management system, Implement the safety production policy of “safety first and prevention first”, clarify the responsibilities of leaders at all levels and functional departments, find unsafe factors and unsafe behaviors, and put forward elimination and control measures to ensure the safety and health of employees, prevent accidents and promote the development of production. (II) risk assessment
Based on the requirements of basically standardizing the risk assessment and the main risks listed in the application guidelines, the company has formulated the comprehensive risk management measures, comprehensive emergency plan for emergencies, emergency plan for environmental emergencies and other systems to identify and evaluate the major risk identification, major risk analysis and response strategies of the company in the process of operation and management.
(III) control activities
The company recognized and evaluated the effectiveness of the company’s control activities on the basis of basically standardizing the requirements for control activities, including fund-raising, external guarantee, external investment, related party transactions and other businesses, as well as the contents in the application guidelines on fund activities, procurement business, asset management, sales business, engineering projects, guarantee business, comprehensive budget, contract management and so on.
1. Internal system management
In order to standardize the management behavior of the company’s internal system, the company regularly revised and improved the internal system. In 2021, 42 management systems were added and revised and issued for implementation.
2. Incompatible job separation control
The articles of association of the company and its subordinate companies clearly divide the responsibilities of the general meeting of shareholders, the board of directors and the board of supervisors. The three meetings have formulated effective rules of procedure to perform their respective duties, responsibilities, independence and supervision.
There are three committees under the board of directors of the company. Each committee has specific responsibilities and authorities and formulates the working rules of the Committee.
All functional departments of the company have formulated clear departmental functions, and each job has prepared a job description to ensure the separation of incompatible jobs.
3. Authorization approval control
The company has made detailed provisions on the authorization procedures for various general transactions, related party transactions and venture capital projects with different amounts and nature. The company’s subsidiaries also have relevant authorization regulations. The company’s senior executives and managers at all levels exercise their powers and responsibilities within the scope of authorization, and implement collective decision-making and approval for major businesses and matters.
4. Accounting control
The company strictly implements the national unified accounting standards, carries out basic accounting management, improves the preparation, consolidation, internal audit, disclosure, submission, audit and analysis of financial reports, implements specific and strict work processes, and formulates internal management and control systems such as financial report preparation and disclosure system, Interim Measures for financial information management and measures for accounting archives management to ensure the authenticity of financial reports Accurate and complete. 5. Fund management
The company has formulated fund management measures, debt financing management measures, expense management measures and other systems to standardize fund raising, use and reimbursement, so as to improve the efficiency and efficiency of fund use, prevent financial risks and ensure the safety of the company’s funds.
6. Asset management control
The company has formulated asset management measures, asset impairment management measures, asset loss management measures, property inventory system and other asset management related systems to standardize the purchase, daily management, use and disposal of assets, clarify the work flow and operation rules, and incorporate them into the company’s management system.
7. Project
The company has formulated management measures for engineering construction plan, management measures for engineering construction quality, management measures for engineering construction progress, management measures for civilized construction of engineering construction and other systems
