Your location：Home page->CMBC Announcement

 

Announcement on the Resolution of the 25th Meeting of the 4th Session BOD

2009-2-24

 

 

The 25^th meeting of the 4^th session Board of Directors of the Bank was convened in Sanya on February 23, 2009. The meeting notice and documents were sent out by email on February 13, 2009. The meeting was presided by Chairman Dong Wenbiao, with all 18 directors’ attendance (10 in person, 8 entrusted others) and all 9 supervisor’s presence. The meeting complied with the rules and regulations under the Company Law and the Articles of Association, and the resolution made was legal and effective.

 

The meeting reviewed and passed the Resolution on General Election of the BOD and Nomination of Directors. The Bank kicked off the general election of the BOD according to needs, and the relevant items are as the following:

 

I. Principle

1. Legal and Compliance. The general election will be carried out in strict compliance with the rules and regulations under the Company Law, Commercial Banking Law, Code of Corporate Governance for Listed Companies, Guidance on Corporate Governance of Joint Stock Commercial Banks, Guidance on System of Independent Directors and External Supervisors of Joint Stock Commercial Banks, and procedures for director’s qualification accreditation and election of directors under the Articles of Association.

 

2. Stability. The general election will follow the principles of consistence and stability, in an aim to improve the decision-making efficiency of the Board and maintain a long-term and sustainable strategy of the Bank.

 

3. Qualification accreditation. In compliance with the requirement of relevant rules and regulations and articles ruling financial institutions, the qualification of being director of commercial bank should be accredited and approved by the regulatory authorities.

 

II. Size and structure of the 5^th session BOD

1. Size. The 5^th session BOD will consist of 18 directors.

2. Structure. The BOD will consist of 9 shareholder directors, 3 executive directors and 6 independent directors.

 

III. Procedure for nomination

1. Nomination of shareholder director

1) In accordance to the regulations under the Company Law, shareholders holding or aggregately holding 3% of the Bank’s shares may nominate candidates for directors. The Board shall submit the proposal concerning candidates for directors to the shareholders’ general meeting for election and appointment.

 

2) In nominating candidates for directors, in compliance with the rules under the Articles of Association, the shareholders should obtain consent from the nominees, make full understanding of the nominees and provide written documents e.g. biographies of the nominees to the Board. The nominees should make written commitment to the Bank by stating consent of being nominated, committing the authenticity of documents disclosed and promising execution of director’s responsibilities after being elected.

 

2. Nomination of executive director

Candidates for executive shareholders shall be nominated by shareholders, or by the Bank at its actual needs after going through prudent examinations and evaluations on senior executives. The nominees should provide written documents e.g. biographies to the shareholders general meeting for election in accordance with the requirements of general election procedures.

 

 

 

 

 

 

【Close this window】