Announcement on the Resolutions of the 18th Meeting of the 4th Session BOD
2008-6-25
The 18th meeting of the 4th session BOD of the Bank was conducted through mail voting. The meeting notices have been sent out on June 13, 2008 and the voting deadline was June 23, 3008. With all 18 directors' participation in the voting, the meeting complied with the requirements of the Company Law and the Articles of Association, and the resolutions were legal and effective.
The meeting reviewed and adopted the following resolutions:
1. Resolution on the Liability Insurance Plan for Directors, Supervisors and Senior Executives
The meeting reviewed and passed the Proposal on the Liability Insurance Plan for Directors, Supervisors and Senior Executives, and consented to authorize the management to determine the details of the applications as the following:
1) Target
The target applicants included directors, supervisors of the Bank, senior executives appointed by the BOD, heads of the internal departments and branches (including direct-reporting sub-branch), which included managing directors of branches, presidents of strategic business units (SBUs) and the acting deputies, and external directors, supervisors and other senior executives.
2) Insurance type, amount of insurance coverage and premium
Insurance type: D&O Insurance (annually renewable) and 6-year-term Liability Insurance for Prospectus;
Amount of insurance coverage: USD30 million;
Premium: No more than USD986,000 (including insurance broker fee).
The Bank currently will start with D&O Insurance, and the premium for 2008 will be controlled at no more than USD167,000. The 6-year-term Liability Insurance for Prospectus will be started in line with the Bank's overseas listing process.
3) Insurance coverage
Individual compensation liability of directors, supervisors and senior executives caused by their misbehavior in carrying out their works;
Loss of the Bank due to compensations paid in relation to directors, supervisors and senior executives within the scope permitted by the law;
Compensation liability of the Bank due to improper employment.
4) Insurance architecture, insurance companies and proportion of insurance
According to the Bank’s amount of insurance coverage, the Bank adopts the insurance architecture of joint-insurance model for D&O Insurance, of which the Federal Insurance Company is chosen as the leading underwriter, and AIU Insurance Company, PICC Property and Casualty Company limited and Huatai Property Insurance Company Limited are the underwriters jointly participate in the insurance architecture. In the total amount of USD30 million, the proportions of the 4 insurance companies respectively account for 30% or USD9 million, 25% or USD7.5 million, 25% or USD7.5 million and 20% or USD6 million.
Voting result: Affirmative: 18 votes; Negative: 0 vote; Abstention: 0 vote.
2. Resolution on Establishing the Private Banking Department of the Bank
The meeting reviewed and passed the Proposal on Establishing the Private Banking Department of the Bank and consented to set up the Private Banking Department.
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