ANNOUNCEMENT OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Stock Code: 1398 USD Preference Shares Stock Code: 4603 EUR Preference Shares Stock Code: 4604 RMB Preference Shares Stock Code: ANNOUNCEMENT OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS A meeting of the Board of Directors (the Board ) of Industrial and Commercial Bank of China Limited (the Bank ) was held at the Bank s head office at No. 55 Fuxingmennei Avenue, Xicheng District, Beijing on 30 August There were 14 directors eligible for attending the meeting, of whom 14 directors attended the meeting in person. Mr. Guan Xueqing, the Board Secretary, attended the meeting. Members of the Board of Supervisors were in attendance at the meeting. The meeting was convened in compliance with the provisions of the laws, regulations, the Articles of Association of Industrial and Commercial Bank of China Limited and the Rules of Procedures for the Board of Directors of Industrial and Commercial Bank of China Limited. Mr. Yi Huiman, Chairman of the Board, presided over the meeting and the directors attending the meeting considered the following proposals: 1. Considered and Approved the Proposal on the 2016 Interim Report and its Abstract Details of the 2016 Interim Report and its Abstract are available on the website of the Shanghai Stock Exchange ( 2. Considered and Approved the Proposal on the Country Risk Concentration Limit for

2 3. Considered and Approved the Revised Proposal on Revisions to the Administrative Regulations on Market Risk (2016 Edition) and the Stress Testing Plan for Market Risk 4. Considered and Approved the Proposal on the Payment Plan of to Senior Management Members for 2015 Mr. Yi Huiman and Mr. Zhang Hongli have not participated in the voting as they had interests in the proposal. Voting result of this proposal: 12 valid votes, 12 voted in favour of this proposal, 0 voted The views of Independent Non-executive Directors on this proposal: Agree. In accordance with the relevant regulations of the State, from January 2015, remuneration of the Chairman of the Board of Directors, the, Executive Directors, Senior Executive Vice s and the Secretary of Party Discipline Committee of the Bank is governed by the relevant government policies in relation to the reforms of remuneration of persons in charge of central government-owned financial enterprises. The Payment Plan of to Senior Management Members for 2015 is enclosed in Appendix Considered and Approved the Proposal on the Senior Management Performance Evaluation Plan for 2016 Mr. Yi Huiman and Mr. Zhang Hongli have not participated in the voting as they had interests in the proposal. Voting result of this proposal: 12 valid votes, 12 voted in favour of this proposal, 0 voted 6. The Proposal on the Payment Plan of to Directors and Supervisors for 2015 In view of the fact that there are less than three directors without significant material interests in the proposal, the Board unanimously agreed that this proposal shall be submitted to the shareholders general meeting for consideration. The views of Independent Non-executive Directors on this proposal: Agree. 2

3 In accordance with the relevant regulations of the State, from January 2015, remuneration of the Chairman of the Board of Directors, the, the Chairman of the Board of Supervisors and Executive Directors of the Bank is governed by the relevant government policies in relation to the reforms of remuneration of persons in charge of central government-owned financial enterprises. The Payment Plan of to Directors and Supervisors for 2015 is enclosed in Appendix 2. The total remuneration before tax payable by the Bank to the directors, supervisors and senior management for 2015 shall be approximately RMB million. 7. Considered and Approved the Proposal on the Appointment of Mr. Li Yunze as of Industrial and Commercial Bank of China Limited The Bank resolved at the meeting of the Board that Mr. Li Yunze be appointed as Senior Executive Vice of the Bank, subject to approval of the China Banking Regulatory Commission (the CBRC ). His term of office as of the Bank will commence on the date when the approval from the CBRC is obtained. The biography of Mr. Li Yunze is enclosed in Appendix 3. As at the date of this announcement, Mr. Li Yunze has not held any other directorships in any listed companies, and other administrative position in the Bank or the subsidiaries of the Bank in the last three years. Mr. Li Yunze does not have any relationship with any director, any other senior management, any substantial shareholder or controlling shareholder of the Bank, nor does he hold any interest in the shares of the Bank within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance. The views of Independent Non-executive Directors on this proposal: Agree. 8. Considered and Approved the Proposal on the Employment Plan of the Group for Considered and Approved the Proposal on Revisions to the Basic Regulations of Industrial and Commercial Bank of China on Internal Control 3

4 10. Considered and Approved the Proposal on Renewal of the Liability Insurance for Directors, Supervisors and Senior Management Members for Appendix 1: Payment Plan of to Senior Management Members for 2015 Appendix 2: Payment Plan of to Directors and Supervisors for 2015 Appendix 3: Biography of Mr. Li Yunze Beijing, PRC 30 August 2016 The Board of Directors of Industrial and Commercial Bank of China Limited As at the date of this announcement, the board of directors comprises Mr. YI Huiman and Mr. ZHANG Hongli as executive directors, Ms. WANG Xiaoya, Ms. GE Rongrong, Mr. FU Zhongjun, Mr. ZHENG Fuqing, Mr. FEI Zhoulin and Mr. CHENG Fengchao as non-executive directors, Sir Malcolm Christopher McCARTHY, Mr. Kenneth Patrick CHUNG, Mr. OR Ching Fai, Mr. HONG Yongmiao, Mr. Anthony Francis NEOH and Mr. YANG Siu Shun as independent non-executive directors. 4

5 Appendix 1 Payment Plan of to Senior Management Members for 2015 Unit: RMB10,000 Name Position payable Senior Management members incumbent at the end of 2015 Jiang Jianqing Yi Huiman Zhang Hongli Wang Xiquan Gu Shu Wang Jingdong Wang Lin Hu Hao Chairman of the Board, Executive Director Vice Chairman of the Board, Executive Director, Executive Director, Executive Director, Secretary of Party Discipline Committee, Board Secretary Details of remuneration before tax received from the Bank for 2015 Contribution by the employer to social insurance, annuities, additional medical insurance and housing allowance in other currencies Total =1+2+3 Obtain remuneration from shareholder entities or other related parties or not No No No No No No No No Wei Guoxiong Chief Risk Officer No Senior Management members leaving office in 2015 Zheng Wanchun Lin Xiaoxuan Chief Information Officer No No 5

6 Notes: 1. From January 2015, remuneration of the Chairman of the Board of Directors, the, Executive Directors, Senior Executive Vice s and the Secretary of Party Discipline Committee of the Bank is governed by the relevant government policies in relation to the reforms of remuneration of persons in charge of central government-owned financial enterprises. The remuneration before tax payable to the Chairman of the Board, the, Executive Directors and other senior management members of the Bank set out in the table above represents the total amount of remuneration for each of these individuals for 2015, which includes figures disclosed in the 2015 Annual Report of the Bank. 2. The remuneration of each of the senior management members who were incumbent or ceased to assume the position in 2015 was calculated based on the period when such person assumed the position. The remuneration of Mr. Hu Hao for 2015 was calculated based on his different positions: Board Secretary for the period from January 2015 to October 2015 and Senior Executive Vice for the period from November 2015 to December Pursuant to relevant government regulations, as part of the total remuneration before tax payable to the chief officers and the Board Secretary for 2015, payment of 50% or more of the performance-based salary will be deferred. The deferred amount will be accrued in the Bank s accounts and withheld from the payment of remuneration to the said individuals for The deferred payment will be made having regard to the operating performance and status for the years 2016 to 2018, and the proportion payable each year will be one third of the amount. The deferred payment for the performance-based salaries of Hu Hao, as the former Board Secretary, for 2015 reached RMB420,100 and the actual amount of remuneration paid (pretax) for 2015 was RMB1,257,600. The deferred payment for the performance-based salaries of Wei Guoxiong, as the former Chief Risk Officer, for 2015 reached RMB504,500 and the actual amount of remuneration paid (pre-tax) for 2015 was RMB1,343,600. The deferred payment for the performance-based salaries of Lin Xiaoxuan, as the former Chief Information Officer, for 2015 reached RMB251,500 and the actual amount of remuneration paid (pre-tax) for 2015 was RMB676, Please refer to the 2015 Annual Report of the Bank for the start and the end of the respective terms of office in respect of Senior Management members of the Bank. Changes in the employment of Senior Management members of the Bank from 2015 until now are shown as follows: (1) In May 2016, Mr. Jiang Jianqing ceased to act as Chairman of the Board and Executive Director due to his age. (2) In May 2016, the Board elected Mr. Yi Huiman to act as Chairman of the Board. Meanwhile, Mr. Yi Huiman resigned from the position of of the Bank. According to relevant regulations, Mr. Yi Huiman shall act as until the new is elected with qualifications approved by the CBRC. In June 2016, the qualification of Mr. Yi Huiman for acting as Chairman of the Board was approved by the CBRC. (3) In June 2015, Mr. Zhang Hongli took office as Executive Director of the Bank. (4) In June 2015, Mr. Wang Xiquan took office as Executive Director of the Bank. In July 2016, Mr. Wang Xiquan ceased to act as Executive Director and of the Bank due to change of job assignment. (5) In July 2015, Mr. Wang Lin took office as Secretary of Party Discipline Committee of the Bank. (6) In November 2015, Mr. Hu Hao took office as of the Bank and simultaneously continued to act as Board Secretary of the Bank. In July 2016, Mr. Hu Hao ceased to take the concurrent position of the Board Secretary of the Bank. (7) In July 2016, Mr. Wei Guoxiong ceased to act as Chief Risk Officer of the Bank due to his age. (8) In October 2015, Mr. Zheng Wanchun ceased to act as of the Bank due to change of job assignment. (9) In June 2015, Mr. Lin Xiaoxuan ceased to act as Chief Information Officer of the Bank due to change of job assignment. (10) In July 2016, Mr. Li Yunze took office as member of the Senior Management of the Bank. (11) In July 2016, Mr. Wang Bairong took office as Chief Risk Officer of the Bank. (12) In July 2016, Mr. Guan Xueqing took office as Board Secretary of the Bank. 6

7 Appendix 2 Payment Plan of to Directors and Supervisors for 2015 Unit: RMB10,000 Name Position payable Directors and Supervisors incumbent at the end of 2015 Jiang Jianqing Yi Huiman Qian Wenhui Zhang Hongli Wang Xiquan Wang Xiaoya Chairman of the Board, Executive Director Vice Chairman of the Board, Executive Director, Chairman of the Board of Supervisors Executive Director, Executive Director, Details of remuneration before tax received from the Bank for 2015 Note 1 Contribution by the employer to social insurance, annuities, additional medical insurance and housing allowance in other currencies Total =1+2+3 Obtain remuneration from shareholder entities or other related parties or not No No No No No Yes Ge Rongrong Yes Fu Zhongjun Yes Zheng Fuqing Non-executive Director Yes Fei Zhoulin Yes Cheng Fengchao Yes 7

8 Name Malcolm Christopher McCarthy Position payable Details of remuneration before tax received from the Bank for 2015 Note 1 Contribution by the employer to social insurance, annuities, additional medical insurance and housing allowance in other currencies Total =1+2+3 Obtain remuneration from shareholder entities or other related parties or not Yes Kenneth Yes Patrick Chung Independent Nonexecutive Director Note 2 Or Ching Fai Yes Hong Yes Yongmiao Yi Xiqun Yes Anthony Francis Neoh Wang Chixi Dong Juan Yes Shareholder Supervisor Note No External Supervisor Note 4 No Qu Qiang No Zhang Wei Employee Supervisor Note No Hui Ping No Directors and Supervisors leaving office in 2015 Zhao Lin Chairman of the Board of Supervisors No Li Jun Non-executive Director Yes Wong Kwong Shing, Frank Meng Yan Independent Nonexecutive Director Note Yes External Supervisor Note Yes Li Mingtian Employee Supervisor Note No 8

9 Notes: 1. From January 2015, remuneration of the Chairman of the Board of Directors, the, the Chairman of the Board of Supervisors and Executive Directors of the Bank is governed by the relevant government policies in relation to the reforms of remuneration of persons in charge of central government-owned financial enterprises. The remuneration before tax payable to the Chairman of the Board, the, the Chairman of the Board of Supervisors, Directors and Supervisors of the Bank set out in the table above represents the total amount of remuneration for each of these individuals for 2015, which includes figures disclosed in the 2015 Annual Report of the Bank. 2. The basis for determining the amount of allowance to be paid to the Independent Non-executive Directors of 2015 is that each Independent Non-executive Director is entitled to a basic allowance of RMB300,000 per person per annum. Each Independent Non-executive Director will also be entitled to an additional allowance of RMB50,000 per annum for being a chairman of each of the special board committees, an additional allowance of RMB40,000 per annum for being a vice chairman of each of the special board committees and an additional allowance of RMB30,000 per annum for being a member of each of the special board committees. 3. The total remuneration before tax of Shareholder Supervisor for 2015 was determined pursuant to the actual duties and responsibilities of such individual. Pursuant to regulations of the CBRC, as part of the total remuneration before tax payable to the Shareholder Supervisor for 2015, payment of 40% or more of the performance-based salary will be deferred. The deferred amount will be accrued in the Bank s accounts and withheld from the payment of remuneration to the said individual for The deferred payment will be made having regard to the operating performance and status for the years 2016 to 2018, and the proportion payable each year will be one third of the amount. The deferred payment for the performance-based salaries of the Shareholder Supervisors for 2015 reached RMB355,600 and the actual amount of remuneration paid (pre-tax) for 2015 was RMB1,294, The allowance (pre-tax) for the External Supervisors for 2015 is determined based on the allowance policy adopted at the first extraordinary general meeting of 2007 and with reference to the actual duties and responsibilities of such individuals. Pursuant to relevant government regulations, Ms. Dong Juan has not received any allowance from the Bank since 1 April The allowance (pre-tax) for the Employee Supervisors for 2015 is calculated as 20% of the basic allowance of an External Supervisor and determined based on actual duties and responsibilities of such individuals. Such remuneration of the Employee Supervisors as indicated in the table above is the allowance for acting as Employee Supervisor of the Bank, and excludes remuneration received by these Supervisors for other positions assumed in the Bank. 6. Please refer to the 2015 Annual Report of the Bank for the start and the end of the respective terms of office of Directors and Supervisors of the Bank. Changes in the employment of Directors and Supervisors of the Bank from 2015 until now are shown as follows: (1) In May 2016, Mr. Jiang Jianqing ceased to act as Chairman of the Board and Executive Director due to his age. (2) In May 2016, the Board elected Mr. Yi Huiman to act as Chairman of the Board. Meanwhile, Mr. Yi Huiman resigned from the position of of the Bank. According to relevant regulations, Mr. Yi Huiman shall act as until the new is elected with qualifications approved by the CBRC. In June 2016, the qualification of Mr. Yi Huiman for acting as Chairman of the Board was approved by the CBRC. (3) In June 2015, Mr. Qian Wenhui took office as Chairman of the Board of Supervisors of the Bank. (4) In June 2015, Mr. Zhang Hongli took office as Executive Director of the Bank. (5) In June 2015, Mr. Wang Xiquan took office as Executive Director of the Bank. In July 2016, Mr. Wang Xiquan ceased to act as Executive Director and of the Bank due to change of job assignment. (6) In February 2015, Mr. Zheng Fuqing took office as Non-executive Director of the Bank. (7) In March 2015, Mr. Fei Zhoulin took office as Non-executive Director of the Bank. (8) In March 2015, Mr. Cheng Fengchao took office as Non-executive Director of the Bank. 9

10 (9) In April 2016, Mr. Yi Xiqun ceased to act as Independent Non-executive Director of the Bank due to work reasons. (10) In April 2015, Mr. Anthony Francis Neoh took office as Independent Non-executive Director of the Bank. (11) In June 2016, Ms. Wang Chixi ceased to act as Shareholder Supervisor of the Bank due to her age. (12) In June 2016, Ms. Dong Juan ceased to act as External Supervisor of the Bank due to expiry of the term of office. (13) In December 2015, Mr. Qu Qiang took office as External Supervisor of the Bank. (14) In June 2016, Mr. Zhang Wei ceased to act as Employee Supervisor of the Bank due to change of job assignment. In the same month, Mr. Zhang Wei took office as Shareholder Supervisor of the Bank. (15) In September 2015, Mr. Hui Ping took office as Employee Supervisor of the Bank. (16) In June 2015, Mr. Zhao Lin ceased to act as Supervisor and the Chairman of the Board of Supervisors of the Bank due to his age. (17) In March 2015, Mr. Li Jun ceased to act as Non-executive Director of the Bank due to expiry of the term of office. (18) In April 2015, Mr. Wong Kwong Shing, Frank ceased to act as Independent Non-executive Director of the Bank due to expiry of the term of office. (19) In December 2015, Mr. Meng Yan ceased to act as External Supervisor of the Bank due to expiry of the term of office. (20) In September 2015, Mr. Li Mingtian ceased to act as Employee Supervisor of the Bank due to expiry of the term of office. (21) In April 2016, Mr. Yang Siu Shun took office as Independent Non-executive Director of the Bank. (22) In June 2016, Mr. Huang Li took office as Employee Supervisor of the Bank. (23) In June 2016, Mr. Shen Bingxi took office as External Supervisor of the Bank. 7. Ms. Wang Xiaoya, Ms. Ge Rongrong, Mr. Fu Zhongjun, Mr. Zheng Fuqing, Mr. Fei Zhoulin, Mr. Cheng Fengchao and Mr. Li Jun received remuneration from Central Huijin Investment Ltd. for performing duties as Directors of the Bank. 8. As the Bank s Independent Non-executive Directors and External Supervisors served as directors or senior management of other legal persons or organizations other than the Bank or the controlled subsidiaries of the Bank, such legal persons or organizations became related parties of the Bank. The Bank s Independent Non-executive Directors and some External Supervisors obtained remuneration from such related parties. Except to the extent of the aforementioned circumstances, none of the Bank s Directors and Supervisors received remuneration from related parties of the Bank in

11 Appendix 3 Biography of Mr. Li Yunze Mr. Li Yunze, male, Chinese, was born in September Mr. Li Yunze joined China Construction Bank (CCB) in July 1993, and had previously served as the Vice of CCB Tianjin Branch and the Deputy General Manager of the Planning and Finance Department of CCB Head Office. He took office as the General Manager of the Strategic Planning and Equity Investment Department of CCB Head Office in April 2011 and the of CCB Chongqing Branch in March Mr. Li Yunze graduated from Tianjin University, and received a Master s degree in Executive Business Administration from Peking University. 11