Annual Report 2012

7 CORPORATE GOVERNANCE REPORTThe Bank is committed to maintaining high-level corporate governance practice. In strict compliance with China’s Company Law, Law onCommercial Banks and other laws and regulations, as well as the listing rules of the relevant stock exchanges, the Bank optimised its corporategovernance structure and improved related rules based on its corporate governance practices. During the reporting period, the Bank electednew executive directors and independent non-executive directors, and amended the Articles of Association of the Bank, Rules of Procedures forthe Shareholders’ General Meeting, Rules of Procedures for the Board of Directors, and Rules of Procedures for the Board of Supervisors. TheBank also amended the Management Measures on Insider of Insider Information.The Bank has complied with the code provisions of the Corporate Governance Code and Corporate Governance Report as set out in Appendix14 of the Listing Rules of Hong Kong Stock Exchange. The Bank has also substantially complied with the recommended best practices therein.During the reporting period, the Bank recorded and registered information of relevant insiders. Neither illegal insider trading nor abnormalfluctuations of stock price caused by leaks of insider information were found.7.1 SHAREHOLDERS’ GENERAL MEETINGPowers of shareholders’ general meetingThe shareholders’ general meeting is the authoritative body of the Bank and mainly exercises the following functions and powers:• determining the operating guidelines and investment plans of the Bank;• electing and changing directors and supervisors (except for employee representative supervisors), and determining the remuneration ofrelevant directors and supervisors;• considering and approving the Bank’s annual financial budgets, final accounts, profit distribution plans and loss recovery plans;• adopting resolutions related to matters including the increase or reduction of registered capital, and merger, split, dissolution andliquidation of the Bank;• adopting resolutions related to the issuance and listing of corporate bonds or other marketable securities;• adopting resolutions related to material acquisitions and repurchase of the Bank’s shares;• adopting resolutions to engage, dismiss or cease to retain certified public accountants;• amending the Articles of Association and other basic corporate governance documents of the Bank.Details of shareholders’ general meetings convenedOn 16 January 2012, the Bank held the first extraordinary general meeting of 2012, which considered and approved the election of Mr. WangHongzhang to serve as the executive director of the Bank. The executive directors Mr. Zhang Jianguo, Mr. Chen Zuofu and Mr. Zhu Xiaohuang,the non-executive directors Mr. Wang Yong, Mr. Zhu Zhenmin, Ms. Li Xiaoling, Mr. Lu Xiaoma and Ms. Chen Yuanling, Mr. Dong Shi and theindependent non-executive director Mr. Zhao Xijun attended the meeting.On 7 June 2012, the Bank held the 2011 annual general meeting, which considered and approved the 2011 report of the board of directors,report of the board of supervisors, final financial accounts, profit distribution plan, compensation distribution and settlement plan for directorsand supervisors, 2012 fixed assets investment budget, appointment of auditors for 2012, election of directors, amendments to the Articles ofAssociation of the Bank, Rules of Procedures for the Shareholders’ General Meeting, Rules of Procedures for the Board of Directors, and Rulesof Procedures for the Board of Supervisors. The executive directors Mr. Wang Hongzhang, Mr. Zhang Jianguo, Mr. Chen Zuofu and Mr. ZhuXiaohuang, the non-executive directors Mr. Wang Yong, Mr. Zhu Zhenmin, Ms. Li Xiaoling, Mr. Lu Xiaoma and Ms. Chen Yuanling, Mr. Dong Shiand the independent non-executive directors Lord Peter Levene, Mr. Yam Chi Kwong, Joseph, Rt Hon Dame Jenny Shipley, Mr. Zhao Xijun andMr. Wong Kai-Man attended the meeting. The attendance rate of directors was 100%. The domestic and international auditors of the Bank alsoattended the 2011 annual shareholders’ general meeting.The above shareholders’ general meetings were held in compliance with relevant legal procedures, the resolutions of which were publishedon the website of Hong Kong Stock Exchange on 16 January 2012 and 7 June 2012, respectively, and on the website of the Shanghai StockExchange and the designated newspaper for information disclosure on 17 January 2012 and 8 June 2012, respectively.China Construction Bank Corporation annual report 201255