Annual Report 2012

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7 CORPORATE GOVERNANCE REPORTRelated party transactions committeeThe related party transactions committee consists of three directors. Mr. Zhao Xijun currently serves as chairman of the related party transactionscommittee. Members include Rt Hon Dame Jenny Shipley and Mr. Wong Kai-Man.The primary responsibilities of the related party transactions committee include:• formulating and proposing standards for material related party transactions and the system for management of related party transactions,as well as the internal approval and filing system of the Bank, and submitting the above standards for approval to the Board;• identifying the related parties of the Bank;• receiving filings on general related party transactions; and• reviewing material related party transactions.In 2012, the related party transactions committee convened four meetings in total. The committee paid close attention to the development ofregulatory requirements, and debriefed reports on related party transaction and its management periodically; studied the variation of main relatedparties and related party transactions, and provided early warning on the compliance risk; paid attention to the integration of the management ofrelated party transactions and the new generation core banking system; attached importance to the internal audit of related party transactions;engaged external advisors to provide special consultations on the management of related party transactions and implemented the relevantproposals in order to improve the management of related party transactions.Members of related party transactions committeeNumber of meetingsattended in person/Number of meetingsduring term of officeNumber of meetingsattended by proxy/Number of meetingsduring term of office Attendance rate (%)Mr. Zhao Xijun 4/4 0/4 100Rt Hon Dame Jenny Shipley 3/4 1/4 100Mr. Wong Kai-Man 4/4 0/4 100Resigned membersMr. Chen Zuofu 3/3 0/3 100Mr. Zhu Xiaohuang 1/2 1/2 100In 2013, the related party transactions committee will continue to focus on the progress of the implementation of the management consultationproposals of related party transactions, and gradually realise related-party transaction management functions in the new generation corebanking system; periodically debrief the reports on the related-party transactions and the management, and timely study and resolve problems;continuously pay attention to the related party transactions of the major related parties, and review major related party transactions to control therisks from the related party transactions; identify the related parties of the Bank and receive fillings of general related party transactions.7.4 BOARD OF SUPERVISORSResponsibilities of the board of supervisorsThe board of supervisors, being the supervisory body of the Bank, is accountable to the shareholders’ general meeting and performs thefollowing functions and duties in accordance with relevant laws:• supervising the performance of the Board, senior management and their members;• requiring the directors and senior management personnel to correct their acts when their acts infringe the interests of the Bank;• inspecting and supervising the financial activities of the Bank;• verifying the financial information, including the financial report, business report and profit distribution proposal that are proposed to theshareholders’ general meeting by the Board; and• exercising other powers authorised by the shareholders’ general meeting and the Articles of Association of the Bank.China Construction Bank Corporation annual report 201265
7 CORPORATE GOVERNANCE REPORTComposition of the board of supervisorsThe board of supervisors currently consists of nine supervisors, including four shareholder representative supervisors, namely Mr. Zhang Furong,Ms. Liu Jin, Mr. Song Fengming and Mr. Zhang Huajian, three employee representative supervisors, namely Mr. Jin Panshi, Mr. Li Weiping and Ms.Huang Shuping, and two external supervisors, namely Mr. Guo Feng and Mr. Dai Deming.The term of office of the supervisors is three years, and they may be re-elected upon expiration of their term of office. The shareholderrepresentative supervisors and the external supervisors of the Bank are elected by the shareholders’ general meeting, and the employeerepresentative supervisors are elected by the employee representative organisation.Chairman of the board of supervisorsMr. Zhang Furong is the chairman of the board of supervisors of the Bank and is responsible for organisation and performance of duties of theboard of supervisors.Operation of the board of supervisorsThe board of supervisors convenes regular meetings, generally not less than four times a year, and extraordinary meetings are convened, if andwhen required. Meetings of the board of supervisors may be convened by on-site conference or written resolutions. Supervisors are generallynotified in written ten days prior to the convening of the board of supervisors’ meeting. Matters concerning such meeting are specified in thewritten notice. During the meeting, the supervisors are free to express their opinions, and decisions on important matters are only made afterdetailed discussions.Detailed minutes are prepared for the meetings of the board of supervisors. At the end of each meeting, minutes will be circulated to all attendingsupervisors for review and comments. After finalising the minutes, the board of supervisors’ office shall be responsible for distributing the finalversion of the minutes to all supervisors.The board of supervisors may engage external legal advisors or certified public accountants when necessary to discharge its duties, and theBank will bear all related expenses. The Bank takes necessary measures and methods to ensure supervisors’ right to information, and providesrelevant information and materials to them in accordance with related regulations.Members of the board of supervisors may attend board meetings as non-voting attendees, and the board of supervisors may, as it considersappropriate, assign supervisors to attend as non-voting attendees such meetings of the Bank as meetings of board committees, annual workconference, symposia of general managers of branches, analytic meetings on operating conditions, and president executive meetings. The boardof supervisors of the Bank conducts supervisory work through measures such as inspection and review of information, off-site monitoring andanalysis and on-site specific inspection, visits and symposia, and performance and due diligence evaluation.The Bank effected supervisors’ liability insurance policy for all the supervisors in 2012.66 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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2 CORPORATE INFORMATIONLegal name a
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2 CORPORATE INFORMATIONForbes Ranke
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3 CHAIRMAN’S STATEMENTDear shareh
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4 PRESIDENT’S REPORTDear sharehol
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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 SUBSIDIARIESChongqi
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16 BRANCHES AND SUBSIDIARIESZhejian
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Annual Report 2012

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