Annual Report 2012

7 CORPORATE GOVERNANCE REPORTTrainings of directorsThe Bank holds regular trainings for the directors and encourages the directors to participate in professional development seminars and relatedcourses organised by the relevant professional institutions, in order to help them understand the latest development or changes of laws andregulations relevant to performing their duties.In 2012, all directors of the Bank, namely, Mr. Wang Hongzhang, Mr. Zhang Jianguo, Mr. Wang Yong, Mr. Zhu Zhenmin, Ms. Li Xiaoling, Ms. ChenYuanling, Mr. Dong Shi, Mr. Yam Chi Kwong, Joseph, Rt Hon Dame Jenny Shipley, Ms. Elaine La Roche, Mr. Zhao Xijun and Mr. Wong Kai-Manparticipated in trainings regarding corporate governance, regulatory policies, information disclosure and risk management organised by the Bank.In addition, Mr. Wang Yong, Mr. Zhu Zhenmin, Ms. Li Xiaoling, Ms. Chen Yuanling, and Mr. Dong Shi also took part in the trainings organised bythe China securities regulatory authorities.Operation of the BoardThe Board convenes regular meetings, generally no less than six times a year; extraordinary meetings are convened if and when necessary. Boardmeetings may be convened by means of on-site conference or written resolutions. The agenda for regular board meetings are scheduled uponconsultation with each director. Board meeting documents and relevant materials are usually circulated to all directors and supervisors 14 days inadvance of board meetings.All directors keep contact with the secretary to the Board and the company secretary, to ensure compliance with board procedures and allapplicable rules and regulations. Detailed minutes of board meetings are kept, and minutes are circulated to all attending directors for review afterthe meeting. Directors will provide revising suggestions after receiving the minutes. After the minutes are finalised, the secretary to the Board willcirculate the minutes to all directors as soon as possible. Minutes of the board meetings are kept by the secretary to the Board, and are availablefor review by directors at any time.Communication and reporting mechanism has been established between the Board, directors and senior management. The president reports hiswork to the Board on a regular basis, and is supervised by the Board. Relevant senior executives are invited to attend board meetings from timeto time to provide explanations or reply to enquiries.At board meetings, directors can put forward their opinions freely, and major decisions shall only be made after deliberate discussions. Directorsmay also engage external advisers following certain procedures, at the Bank’s expense, to provide independent professional advice if they deemnecessary. If any director has material interests in a proposal to be considered by the Board, the director to whom it concerns must abstain fromthe discussion and voting of the relevant proposal, and will not counted in the quorum of the relevant proposal.The Bank effected directors’ liability insurance policy for all directors in 2012.Compliance with Model Code for Securities Transactions by DirectorsThe Bank has adopted a code of practice in relation to securities transactions by directors and supervisors as set out in the Model Code forSecurities Transactions by Directors of Listed Issuers in Appendix 10 of the Listing Rules of Hong Kong Stock Exchange. All directors andsupervisors had complied with the provisions of this code in the year ended 31 December 2012.China Construction Bank Corporation annual report 201257