ADAMA Ltd.
Work Plan on Supporting External Directors to Perform Duties
(March 2023)
In order to promote the standardized management and effective operation of the Board
of Directors (hereinafter referred to as the "Board") of ADAMA Ltd. (hereinafter
referred to as "the Company"), strengthen the supporting services to external directors,
including independent directors, of the Company to perform their duties, and provide
strong support for external directors to know the company profile, perform their duties
better and work at full capacity, the Company hereby formulated the work plan in
accordance with the national laws and regulations as well as relevant requirements of
the Board for standardized development and operation management and based on the
actual situations of the Company.
I. Supporting Bodies to External Directors
As the functional department for supporting external directors to perform their duties,
the Securities and Legal Affairs Department of the Company, under
supervision/leadership of the General Legal Counsel, is responsible for providing
services to support external directors in performing their duties, and timely coordinating
and implementing requirements raised by external directors. Under the leadership of
the General Legal Counsel, the Secretary of the Board of the Company should actively
assist external directors in performing their duties by timely providing information and
material needed by external directors to perform their duties, and communicating well
with them.
All functional departments and subsidiaries of the Company shall actively support and
cooperate with the Securities and Legal Affairs Department in supporting external
1
directors to perform their duties and facilitating the process. The Strategy Department
functions as the department to coordinate and develop the Company's strategy and
investment plan, the Internal Control Department functions as the department to
provide the Company's audit and risk information, and the Human Resources
Department works to provide the Company employees’ salary and evaluation
information. Each functional department shall be clear about its specific responsibilities
to support the work of the Board, designate staff to cooperate with other departments
for carrying out work and ensure provision of services and, if necessary, assist in
engaging intermediaries to provide professional advice to the Board committees.
II. Supporting Mechanism for Information on Decision-Making by External
directors
i. Support the right to know of external directors in performing duties
1. Open the information system in accordance with the regulations to external
directors. The IT department shall timely make the Company's electronic office and
reporting systems available to external directors in accordance with the regulations. The
Company should provide relevant policies, industry development information, business
operation material and financial data.
2. Timely deliver regulatory documents. Important documents, which are related to
material development, operation and reform of the Company and issued by regulatory
authorities, including the State-owned Assets Supervision and Administration
Commission, the securities regulatory bureaus and the stock exchange, documents,
comments or replies from the upper organization regarding material matters of
company operation and reform as well as speeches and approvals of the leaders shall
be timely communicated or delivered to external directors subject to the confidentiality
2
provisions.
ii. Timely inform the Company's operation and management
1. At the review of quarterly periodic reports, the management of the Company
should report to external directors, inter alia, major production and operation situations,
major strategy advancement, progress of major projects, and major reform and
development of the Company during the reporting period for their comments.
2. Where any material emergent or abnormal incident (including economic security
incidents, public opinion crisis, safety accidents, quality accidents, environmental
protection accidents) happens to the Company, relevant departments of the Company
should, within one working day upon occurrence of the said situations, provide
information to the Securities and Legal Affairs Department, which should timely report
such information to external directors.
iii. Standardize documents of the Board
Requirements on timeliness, accuracy and completeness of meeting documents as set
out in the Articles of Association and Rules of Procedure for the Board of Directors
should be strictly implemented, and the meeting notices and documents should be
timely delivered to external directors.
1. The requirements on pre-deliberation process in the "Three Material and One
Major Matter List" of the Company should be strictly complied with, and for any matter
in the "Three Material and One Major" list submitted to the Board for deliberation, the
execution of pre-deliberation of the Party Committee should be introduced in the
meeting documents for the directors to be aware of.
2. The Company should provide sufficient material to all directors in advance,
including those concerning the background of the proposals at the meeting, as well as
3
information and data which help directors understand the business progress of the
Company.
3. The notice and documents of both regular and interim meetings of the Board should
be timely delivered to external directors as specified in the Rules of Procedure for the
Board of Directors, to ensure timely review of meeting proposals and material by
external directors.
iv. Improve the reporting mechanisms for proposals and resolution implementation
1. Define the subject of reporting. Generally, the President and CEO as the main
reporter should report the proposals raised by the management to the Board, and timely
make explanations upon request by external directors. Before being reported, the above
proposals should be submitted to the Board committees for study and discussion as
appropriate and as and if required, and suggestions should be made.
2. Follow up execution of Board resolutions. The Securities and Legal Affairs
Department should establish a working log at intervals of the Board sessions for the
implementation of Board resolutions, supervise relevant functional departments to
make timely follow-ups on a monthly basis, and present the important information to
external directors in a timely manner. A regular reporting mechanism should be
established, and the management of the Company should report the implementation of
the resolutions of the Board, if and as required, at regular meetings of the Board every
six months.
III. Supporting Mechanism for External directors' Participation in Decision
Making
i. Ensure the participation of external directors in important meetings and visits
1. Scope of meeting participation of external directors. In addition to the meetings of
4
the Board and its committees, the Company should invite external directors to attend
its General Assemblies and strategic workshops, as appropriate. Departments hosting
these meetings should communicate with the Securities and Legal Affairs Department
to confirm the attendance of external directors and submit relevant meeting notices and
arrangements to external directors in advance.
2. Improve the visiting mechanism for external directors. The Company should
organize external directors to make site visits every year if the external directors deem
necessary and provide timely and efficient services for external directors to conduct on-
site work. The Securities and Legal Affairs Department should be responsible for
coordinating relevant functional departments to provide support for the visits, making
reasonable plans, and providing relevant information about subsidiaries for external
directors before the visits, such as company profile, financial conditions, and
implementation of the Board resolutions, so that the visits will be fully and thoroughly
conducted. The department should also provide survey services and report support for
external directors coordinate relevant departments during the visits. Relevant staff
should prepare visit records and collate related data, and complete the visit report in a
timely manner based on the needs of external directors.
ii. Strengthen pre-meeting communication with external directors
Before the Board meeting, the President and CEO should brief external directors on
material issues and should carefully consider their advice. As required by external
directors, the Securities and Legal Affairs Department should timely organize relevant
functional departments to make special reports on related issues raised by external
directors.
iii. Execution and feedback
5
Establish the "business inquiry" mechanism and implement the right of external
directors to inquire about the production and operation of the Company. External
directors could make written inquiries to the Management and relevant departments
regarding the implementation of the Board resolutions, resolutions authorized by the
Board, and material issues regarding company reform, development, production, and
operation when they deem necessary, and the Securities and Legal Affairs Department
should coordinate the respondents to explain or reply in writing and hold an on-site
meeting if necessary. Relevant subsidiaries should carefully study the opinions and
suggestions of external directors, and timely report solutions to the Securities and Legal
Affairs Department. For material decision-making risks as well as production and
operation problems found in the inquiries, the Securities and Legal Affairs Department
should coordinate the relevant subsidiaries to cooperate with external directors to report
to the state-owned asset supervisory and administration authority. The Secretary of the
Board should record faithfully the opinions and suggestions of external directors on the
Board development, strategic development of the Company, and business management,
and timely organize relevant departments to make studies and replies.
IV. Other Support Measures
i. Standardize training for performing duties. The Company should urge external
directors to attend director-related trainings organized by China Securities Regulatory
Administration, Shenzhen Stock Exchange, China Association of Listed Companies, or
self-discipline organizations during their tenure as required.
ii. Establish the record of performance of duties. The Company should establish a
record for the performance of duties by external directors to record their participation
in meetings and their opinions, voting results, visits, trainings, communication with
6
relevant parties, guidance, and advisory opinions.
iii. Strengthen basic work support. The Company should provide office conditions,
business travel, communications, and other service support necessary for the
performance of duties of external directors.
ADAMA Ltd.
7
