Annual Report 2012

More documents

Recommendations

Info

9 REPORT OF THE BOARD OF DIRECTORSService contracts between the Bank and its directors and supervisorsThe Bank entered into service contracts and indemnification agreements with each of its directors and supervisors. These contracts areexempt connected transactions under the Listing Rules of Hong Kong Stock Exchange, and thus are exempt from the reporting, annual review,announcement and independent shareholders’ approval requirements under the Listing Rules of Hong Kong Stock Exchange.Please refer to the “Financial Statements” of this annual report and the notes therein for details of the connected transactions as defined bydomestic laws and regulations.Remuneration policy for the directors, supervisors and senior managementThe Bank has endeavoured to improve its remuneration management measures and performance assessment systems for its directors,supervisors and senior management as guided by the relevant policies of China.The Bank’s remuneration policy for directors, supervisors and senior management is based on the principle of combining incentives anddisciplines, short-term incentives and long-term incentives, and governmental regulations and market adjustment, and has defined a structuredremuneration system compromising basic annual salary, performance annual salary, mid-term and long-term incentives, allowances and welfareincome. The Bank participates in the relevant PRC mandatory retirement schemes for its directors, supervisors, senior management and otheremployees. Since the state has not issued relevant policies, the Bank does not implement mid-term and long-term incentive plan for directors,supervisors and senior management.Registration and management of insidersIn 2012, the Bank amended the Management Measures on Insider of Insider Information, which was reviewed and approved by the Board.During the reporting period, pursuant to the Management Measures on Insider of Insider Information, relevant laws and regulations, and otherrules and requirements of the Bank, the Bank strictly conducted the secrecy system regarding insider information, standardised the informationtransfer process, strengthened insider information management and controlled scope of insider of insider information.The Bank is not aware of any insider trading of the shares of the Bank on the basis of insider information during the reporting period.Compliance with Hong Kong Banking (Disclosure) RulesIn preparing the financial report for 2012, the Bank has complied with the Banking (Disclosure) Rules, Chapter 155M of the Banking Ordinanceof Hong Kong.AuditorsA proposal in relation to engage auditors of the Bank for the year 2012 was reviewed and approved on the 2011 annual general meeting.The Bank’s domestic auditor for the year 2012 was PricewaterhouseCoopers Zhong Tian CPAs Limited and its international auditor wasPricewaterhouseCoopers for the year 2012. The engagement term lasts for one year, from the date of the 2011 annual general meeting to thedate of the 2012 annual general meeting.By order of the board of directorsWang HongzhangChairman22 March 2013China Construction Bank Corporation annual report 201285
10 REPORT OF THE BOARD OF SUPERVISORSIn 2012, pursuant to the provisions of laws and regulations and the Articles of Association of the Bank, the board of supervisors earnestlyperformed its duties, proactively conducted supervision on duty performance, finance, internal control and risk management, and played a role inimproving the corporate governance and promoting the sustainable and sound development of the Bank.Particulars of Major Work• The board of supervisors convened meetings of the board of supervisors in pursuant to laws and regulations. During the year, the boardof supervisors convened seven general meetings of the board of supervisors, in which 14 resolutions on the agenda were reviewed andapproved, including but not limited to the report of the board of supervisors and the performance assessment reports; five special reportswere debriefed, including but not limited to risk management and process bank construction; major issues were discussed, including butnot limited to Report on Self-examination and Self-correction of Compliant Operation of the Bank and opinions on the amendments to theArticles of Association of the Bank. Four meetings of the performance and due diligence supervision committee and five meetings of thefinance and internal control supervision committee were convened.• The board of supervisors earnestly conducted duty performance supervision and assessment. The board of supervisors exercised itssupervision of the performance of the Board, senior management and their members, by various means including attending meetings,inspecting analysis materials, reviewing performance reports, holding interviews and seminars, and making performance assessment.The board of supervisors organised and conducted annual performance supervision and assessment work, proposing the assessmentreports of the Board, committees under the Board, senior management, directors, and senior executives. In accordance with regulatoryrequirements, the board of supervisors conducted self-assessment of the work of board of supervisors and supervisors’ annualperformance.• The board of supervisors endeavoured in conducting qualified finance supervision. By focusing on the compilation, verification, anddisclosure of periodic financial reports, the board of supervisors communicated with relevant functional departments and external auditorson a regular basis, strengthened analysis of major issues that may affect the truthfulness, accuracy and completeness of the financialreports, and timely presented opinions and suggestions. The board of supervisors conducted specific surveys on financial policies,performance assessment and other issues. In accordance with regulatory requirements, the board of supervisors conducted supervision onthe use of proceeds, the preparation work of implementing new capital management measures and other matters.• The board of supervisors proactively engaged in internal control supervision. The highlighted focus was directed towards theimplementation of the Basic Standard for Enterprises Internal Control. The board of supervisors debriefed reports on key findings ininternal audit and internal control compliance, organised special surveys on internal control and analysed the audit and rectification work,and strengthened supervision on the internal control construction and assessment work. According to the requirements of the securityregulatory authorities, the board of supervisors organised and completed self-examination and self-correction of the compliant operation ofthe Bank.• The board of supervisors strengthened risk management supervision. It particularly supervised the establishment and improvement ofcomprehensive risk management framework and performance of related parties. The board of supervisors investigated and analysedimportant matters with regard to risk management, paid attention to major risk disposal, quality of credit assets, management of off-balancesheet business and risk control for wealth management business, and provided timely reminders or opinions and suggestions.• The board of supervisors paid attention to important matters bearing upon the Bank’s sustainable and sound development and newcircumstances and issues in the Bank’s operation and management. It actively provided reference opinions and suggestions and regardingreform and development, corporate governance improvement and risk management. The board of supervisors organised five specificsurveys including credit management and the formulation and implementation of credit policies, understood the difficulties and problemsin the operation management and business development of the operating outlets by holding seminars at different branch-levels, and urgedrelated parties to study and solve these matters.• The board of supervisors continuously strengthened self-improvement. It improved supervision working mechanism, enhanced thesupervision force for risk management, amended corporate governance documents including the Rules of Procedures of Board ofSupervisors, and organised trainings for supervisors. All members of the board of supervisors performed their duties in a diligent manner,attended meetings on time, participated in the discussion and deliberation regarding relevant resolutions and motions. They proactivelyattended the meetings of the Board, the committees under the Board and the senior management as non-voting delegates, andparticipated in the related work organised by the board of supervisors, the committees and the Bank, and diligently fulfilled their obligations.86 China Construction Bank Corporation annual report 2012
Page 1 and 2:
Annual Report 2012China Constructio
Page 3 and 4:
DEFINITIONSIn this annual report, u
Page 5 and 6:
INTRODUCTIONHeadquartered in Beijin
Page 7 and 8:
2 CORPORATE INFORMATIONLegal name a
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 17 and 18:
Page 19 and 20:
Page 21 and 22:
Page 23 and 24:
Page 25 and 26:
Page 27 and 28:
Page 29 and 30:
Page 31 and 32:
Page 33 and 34:
Page 35 and 36: 5 MANAGEMENT DISCUSSION AND ANALYSI
Page 53 and 54: 6 CHANGES IN SHARE CAPITAL AND PART
Page 55 and 56: 6 CHANGES IN SHARE CAPITAL AND PART
Page 57 and 58: 7 CORPORATE GOVERNANCE REPORT7.2 BO
Page 59 and 60: 7 CORPORATE GOVERNANCE REPORTBoard
Page 61 and 62: 7 CORPORATE GOVERNANCE REPORTImpact
Page 63 and 64: 7 CORPORATE GOVERNANCE REPORTAudit
Page 65 and 66: 7 CORPORATE GOVERNANCE REPORTNomina
Page 67 and 68: 7 CORPORATE GOVERNANCE REPORTCompos
Page 69 and 70: 7 CORPORATE GOVERNANCE REPORTIn 201
Page 71 and 72: 7 CORPORATE GOVERNANCE REPORTEffect
Page 73 and 74: 8 PROFILES OF DIRECTORS, SUPERVISOR
Page 83 and 84: 9 REPORT OF THE BOARD OF DIRECTORSP
Page 85: 9 REPORT OF THE BOARD OF DIRECTORSD
Page 89 and 90: 11 MAJOR ISSUESMaterial litigations
Page 91 and 92: 11 MAJOR ISSUESInterests in non-lis
Page 93 and 94: Consolidated statement of comprehen
Page 95 and 96: Statement of financial positionAs a
Page 97 and 98: Statement of changes in equityFor t
Page 99 and 100: Consolidated statement of cash flow
Page 101 and 102: Notes to the financial statements(E
Page 137 and 138:
Notes to the financial statements(E
Page 139 and 140:
Page 141 and 142:
Page 143 and 144:
Page 145 and 146:
Page 147 and 148:
Page 149 and 150:
Page 151 and 152:
Page 153 and 154:
Page 155 and 156:
Page 157 and 158:
Page 159 and 160:
Page 161 and 162:
Page 163 and 164:
Page 165 and 166:
Page 167 and 168:
Page 169 and 170:
Page 171 and 172:
Page 173 and 174:
Page 175 and 176:
Page 177 and 178:
Page 179 and 180:
Page 181 and 182:
Page 183 and 184:
Page 185 and 186:
Page 187 and 188:
Page 189 and 190:
Page 191 and 192:
Page 193 and 194:
Page 195 and 196:
Page 197 and 198:
Page 199 and 200:
Page 201 and 202:
Page 203 and 204:
Page 205 and 206:
Page 207 and 208:
Page 209 and 210:
Page 211 and 212:
14 UNAUDITED SUPPLEMENTARY FINANCIA
Page 213 and 214:
15 ORGANISATIONAL STRUCTUREPublic R
Page 215 and 216:
16 BRANCHES AND SUBSIDIARIESTier-on
Page 217 and 218:
16 BRANCHES AND SUBSIDIARIESBranche
Page 219 and 220:
16 BRANCHES AND SUBSIDIARIESChongqi
Page 221:
16 BRANCHES AND SUBSIDIARIESZhejian
show all

Annual Report 2012

Create successful ePaper yourself

Delete template?

Save as template?