Annual Report 2012

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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
7 CORPORATE GOVERNANCE REPORTBoard meetingsIn 2012, the Board convened nine meetings in total on 16 January, 23 March, 22 April, 27 April, 14 May, 7 June, 24 August, 26 October, and 14December respectively. Major resolutions approved by the board meetings included the amendments to the corporate governance documents,fixed assets investment budget, financial reports, profit distribution, election of director candidates and appointment of senior managementpersonnel, Measures of Overall Risk Management, Basic Regulations for Internal Control, Management Policies on Business Continuity,and Management Measures on Insider of Insider Information. Relevant information was disclosed pursuant to the provisions in relevant laws,regulations and listing rules of the listing venues. Individual attendance records of the directors in board meetings in 2012 are set out as follows:Board membersNumber ofmeetings attendedin person/Numberof meetings duringterm of officeNumber ofmeetings attendedby proxy/Numberof meetings duringterm of office Attendance rate (%)Executive directorsMr. Wang Hongzhang 8/8 0/8 100Mr. Zhang Jianguo 8/9 1/9 100Non-executive directorsMr. Wang Yong 9/9 0/9 100Mr. Zhu Zhenmin 9/9 0/9 100Ms. Li Xiaoling 9/9 0/9 100Ms. Chen Yuanling 9/9 0/9 100Mr. Dong Shi 9/9 0/9 100Independent non-executive directorsMr. Yam Chi Kwong, Joseph 7/9 2/9 100Rt Hon Dame Jenny Shipley 7/9 2/9 100Ms. Elaine La Roche 2/2 0/2 100Mr. Zhao Xijun 9/9 0/9 100Mr. Wong Kai-Man 9/9 0/9 100Resigned directorsMr. Chen Zuofu 7/7 0/7 100Mr. Zhu Xiaohuang 5/6 1/6 100Mr. Lu Xiaoma 7/8 1/8 100Lord Peter Levene 4/5 1/5 100Performance of duties by independent directorsCurrently the Bank has five independent non-executive directors, exceeding one third of the total number of directors of the Bank, which is incompliance with the provisions of relevant laws, regulations and Articles of Association of the Bank. The audit committee, risk managementcommittee, nomination and compensation committee and related party transactions committee under the Board are all chaired by independentnon-executive directors.The independent non-executive directors of the Bank do not have any business or financial interests in the Bank and its subsidiaries, and neitherdo they assume any management positions in the Bank. The independence of the independent non-executive directors of the Bank was incompliance with the relevant regulatory requirements.In 2012, the independent non-executive directors actively attend the board meetings and relevant special committees. During the session ofmeetings, our independent non-executive directors enhanced their understanding about business development of branches and subsidiariesby means of on-site investigation and informal discussion. The independent non-executive directors of the Bank gave their opinions actively onboard meetings, and provided suggestions on the business development and significant decisions of the Bank, which promoted the scientificdecision-making of the Board. During the reporting period, the Bank’s independent non-executive directors did not raise any objections to therelevant matters reviewed by the Board.58 China Construction Bank Corporation annual report 2012
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Annual Report 2012China Constructio
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DEFINITIONSIn this annual report, u
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INTRODUCTIONHeadquartered in Beijin
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Page 9 and 10: 2 CORPORATE INFORMATIONForbes Ranke
Page 11 and 12: 3 CHAIRMAN’S STATEMENTDear shareh
Page 13 and 14: 4 PRESIDENT’S REPORTDear sharehol
Page 15 and 16: 5 MANAGEMENT DISCUSSION AND ANALYSI
Page 53 and 54: 6 CHANGES IN SHARE CAPITAL AND PART
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Page 73 and 74: 8 PROFILES OF DIRECTORS, SUPERVISOR
Page 83 and 84: 9 REPORT OF THE BOARD OF DIRECTORSP
Page 85 and 86: 9 REPORT OF THE BOARD OF DIRECTORSD
Page 87 and 88: 10 REPORT OF THE BOARD OF SUPERVISO
Page 89 and 90: 11 MAJOR ISSUESMaterial litigations
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14 UNAUDITED SUPPLEMENTARY FINANCIA
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15 ORGANISATIONAL STRUCTUREPublic R
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16 BRANCHES AND SUBSIDIARIESTier-on
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16 BRANCHES AND SUBSIDIARIESBranche
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16 BRANCHES AND SUBSIDIARIESChongqi
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16 BRANCHES AND SUBSIDIARIESZhejian
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