Annual Report 2012

7 CORPORATE GOVERNANCE REPORT7.2 BOARD OF DIRECTORSResponsibilities of the BoardThe Board is the executive body of the shareholders’ general meeting, which is responsible to the general meeting of shareholders, and performsthe following functions and duties in accordance with relevant laws:• convening the general meeting of shareholders and reporting to the general meeting of shareholders;• implementing the resolutions of the general meeting of shareholders;• determining the Bank’s development strategy, and supervising the implementation of the development strategy;• deciding on operational plans, investment plans and risk capital allocation plans of the Bank;• preparing annual financial budget plans, final accounting plans, profit distribution plans and loss recovery plans;• preparing plans related to the increase or reduction of registered capital, the issuance and listing of convertible bonds, subordinatedbonds, corporate bonds or other marketable securities; and plans related to merger, split, dissolution and liquidation of the Bank;• preparing plans related to material acquisitions and repurchase of the Bank’s shares;• exercising other powers under the Articles of Association of the Bank and as authorised by the general meeting of shareholders.The Board’s implementation of resolutions of the general meeting of shareholdersIn 2012, the Board strictly implemented the resolutions of shareholders’ general meeting and matters authorised by the shareholders’ generalmeeting to the Board, earnestly implementing the proposals approved by the shareholders’ general meeting, including the profit distribution planfor 2011, appointment of auditors for 2012, amendments to the Articles of Association of the Bank, Rules of Procedures for the Shareholders’General Meeting, Rules of Procedures for the Board of Directors, and Rules of Procedures for the Board of Supervisors and the issuance ofRMB-denominated subordinated bonds.Composition of the BoardCurrently the Board comprises 12 directors, including two executive directors, namely, Mr. Wang Hongzhang and Mr. Zhang Jianguo; fivenon-executive directors, namely, Mr. Wang Yong, Mr. Zhu Zhenmin, Ms. Li Xiaoling, Ms. Chen Yuanling and Mr. Dong Shi; and five independentnon-executive directors, namely, Mr. Yam Chi Kwong, Joseph, Rt Hon Dame Jenny Shipley, Ms. Elaine La Roche, Mr. Zhao Xijun and Mr. WongKai-Man.The term of office of directors of the Bank is three years, and directors may be re-elected upon expiration of their term of office.Chairman and presidentMr. Wang Hongzhang is the chairman of the Board and the legal representative of the Bank, and is responsible for the business strategy andoverall development of the Bank.Mr. Zhang Jianguo is the president of the Bank, and is responsible for the daily management of the Bank’s business operations. The presidentis appointed by the Board, responsible to the Board, and performs his duties in accordance with provisions of the Articles of Association andauthorisation of the Board.The roles of the chairman of the Board and the president are separate, each with clearly defined duties.56 China Construction Bank Corporation annual report 2012