CMES(601872) 证券之星·2025-03-27 14:28Core Viewpoint - The independent director of the company, Wang Yingbo, has provided a comprehensive report on his duties and responsibilities for the year 2024, emphasizing the importance of independent oversight in corporate governance and the protection of shareholder rights, particularly for minority shareholders [1][2][24] Group 1: Independent Director's Background and Role - Wang Yingbo holds a Bachelor's degree in Law from Peking University and a Master's degree in Business Administration from the University of International Business and Economics, with extensive experience in legal and corporate management [1] - As an independent director, he has not held any other positions within the company or its subsidiaries, ensuring his independence and objectivity in decision-making [2] Group 2: Attendance and Participation - The company held three shareholder meetings in 2024, with Wang Yingbo attending all of them in person [2] - He attended 11 out of 12 board meetings and actively participated in various specialized committee meetings, contributing to discussions on sustainable development, internal controls, and significant corporate matters [2][3] Group 3: Committee Involvement - Wang Yingbo served on multiple committees, including the Audit Committee, Nomination Committee, and Compensation and Assessment Committee, attending all meetings and providing valuable insights [3][6] - The Audit Committee convened six times in 2024, reviewing 23 proposals, with Wang Yingbo present at all meetings [4][5] Group 4: Shareholder Communication and ESG Efforts - The independent director emphasized the importance of communication with minority shareholders and actively engaged in discussions during shareholder meetings to enhance transparency [9] - The company received an A rating in ESG (Environmental, Social, and Governance) for its 2023 report and was recognized with nearly 20 ESG-related honors in 2024, indicating a strong commitment to sustainable practices [22] Group 5: Financial and Operational Oversight - The company approved a share repurchase plan with a total amount not less than RMB 2.22 billion and not exceeding RMB 4.43 billion, aimed at reducing registered capital [11] - The profit distribution plan for 2023 proposed a cash dividend of RMB 2.38 per 10 shares, totaling approximately RMB 1.94 billion, which represents 40.07% of the net profit attributable to shareholders [12][15] Group 6: Related Party Transactions and Risk Management - The independent director reviewed and approved several related party transactions, ensuring compliance with legal and regulatory requirements, and confirmed that these transactions did not harm the interests of minority shareholders [16][21] - The company established a robust internal control system, which was deemed effective in managing significant risks and ensuring compliance with relevant laws [19] Group 7: Audit and Compliance - The company appointed KPMG Huazhen as the financial and internal control audit firm for 2024, with the independent director supporting this decision based on the firm's qualifications and independence [20] - The independent director provided independent opinions on various financial reports and compliance matters, reinforcing the company's commitment to transparency and accountability [18][19]