Financial Performance and Strategy - The company achieved a continuous growth in net cash flow, emphasizing strategic direction, economic efficiency, financing alignment, risk prevention, and prioritization principles[6]. - The "14th Five-Year" development strategy was approved by shareholders on June 27, 2023, indicating a clear roadmap for future growth[9]. - The company plans to adjust the base price for the potential sale of assets and liabilities of its subsidiary, reducing it from approximately RMB 103,080,200 to RMB 91,332,200[11]. - The company has established long-term strategies and approved the annual budget during the reporting period[42]. - The group’s main business activities include pipeline gas sales, gas appliance sales, gas network connections, and gas pipeline transportation[148]. - The financial summary and asset-liability overview for the last five fiscal years are detailed in the annual report[156]. - The group’s performance and asset summary are available on page 4 of the annual report[169]. - The group’s business review is included in the "Management Discussion and Analysis" section of the annual report[170]. Governance and Board Composition - The management team consists of three executive directors, three non-executive directors, and three independent non-executive directors, ensuring diverse governance[14]. - The board consists of six male and three female members, providing diverse and balanced perspectives for the company's development[33]. - The board has delegated daily management responsibilities to the management team, with oversight from the general manager and various board committees[51]. - The board is responsible for significant matters including policy, strategy, budget, internal controls, and risk management[51]. - The board has established clear responsibilities for its committees, including the remuneration committee, nomination committee, and audit committee, to ensure effective governance[83]. - The board has reviewed its structure and diversity, ensuring alignment with the company's business strategy[184]. - The board's composition and succession planning recommendations have been made to ensure the necessary expertise and experience[184]. Risk Management and Internal Controls - The company has a strong emphasis on risk management and economic benefits in its operational strategies[6]. - The company has implemented a risk management and internal control system, with the board responsible for reviewing its effectiveness[128]. - Annual risk assessments are conducted to identify key risks and ensure adequate monitoring and resolution of major risks[129]. - The company has established a comprehensive internal control environment, with necessary mechanisms to monitor and correct non-compliance issues[102]. - The audit committee has reviewed the annual financial performance for the year ending December 31, 2022, and the interim financial performance for the six months ending June 30, 2023[68]. - The audit committee confirmed that the annual report complies with applicable standards and regulations, ensuring full disclosure of financial information[68]. - The audit committee has a 100% attendance rate for its members during the year, ensuring thorough oversight of the external auditor's independence and audit procedures[93]. Compensation and Remuneration - The remuneration committee has evaluated the company's remuneration policies and structures for directors and senior management, determining individual compensation packages[69]. - The remuneration policy for directors is based on market salary levels and the company's actual situation[185]. - The remuneration committee determines the compensation for executive directors and senior management based on various factors including market conditions and individual responsibilities[185]. - All directors except for four have waived their director's remuneration during the year[190]. - The company has no compensation arrangements for directors dismissed due to misconduct[184]. - The company has established a three-year service agreement with all supervisors, expiring at the end of the 2024 annual general meeting[189]. Communication and Shareholder Engagement - The company emphasizes effective communication with shareholders, providing business activity information through financial reports and announcements[112]. - The company ensures continuous communication with shareholders, particularly through annual general meetings[159]. - The company has a framework for shareholder communication policies, which has been deemed effective based on shareholder participation and feedback[138]. - The company emphasizes the importance of maintaining a transparent communication channel with investors and analysts, ensuring timely disclosure of insider information[106]. Diversity and Talent Management - There is a focus on strengthening talent team construction and driving management changes through strategic transformation[6]. - The company has established a diversity policy to enhance the diversity of its members, considering factors such as gender, age, cultural background, and professional experience[53]. - The company has implemented a training program for directors to enhance their knowledge and skills, ensuring compliance with regulatory requirements[72]. - As of December 31, 2023, the company had 615 full-time employees, with approximately 38% being women, and about 40% of senior management positions held by women[109]. Compliance and Regulatory Adherence - The company has maintained compliance with listing rules regarding board composition and independence throughout the year[52]. - The company secretary acts as the main communication channel with the stock exchange, ensuring compliance with corporate governance codes[44]. - The company has implemented policies to ensure compliance with securities trading standards for directors and supervisors[88]. - The company secretary has undergone at least 15 hours of relevant professional training in compliance with listing rules[44]. - The board has reviewed and monitored the company's governance policies and practices, ensuring adherence to legal and regulatory standards[75]. - The nomination committee employs various methods to determine board candidates, ensuring a competitive background in relevant fields[36]. Dividend Policy - The board has the discretion to declare or distribute dividends in any fiscal year, with no guarantee of annual dividend payments[98]. - The company has established a dividend policy to enhance transparency in dividend distribution, aiding shareholders and potential investors in making informed investment decisions[110]. - The board considers factors such as cash flow and funding needs when determining the dividend level[111]. - The board of directors does not recommend the distribution of dividends for the year ending December 31, 2023, consistent with the previous year[167]. - The group's available reserves for distribution to shareholders as of December 31, 2023, amounted to approximately RMB 328 million, a decrease from RMB 483 million in 2022[153].
天津津燃公用(01265) - 2023 - 年度财报