General Meeting of Shareholders
As the organ of power of the Bank, the Shareholders’ General Meeting involves all shareholders. The Shareholders’ General Meeting is responsible for, among others, deciding on business policies and significant investment plans of the Bank; examining and approving the Bank’s annual financial budget, final account proposals, plans for profit distribution and loss make-up; electing and replacing directors, supervisors appointed from the shareholder representatives and external supervisors; examining and approving work report of the Board of Directors and work report of the Board of Supervisors; adopting resolutions on merger, division, dissolution, liquidation, change of corporate form, increase or decrease of the Bank’s registered capital, issuance of corporate bonds or other securities and public listing, repurchase of the shares and issuance of preference shares; and amending the Articles of Association of the Bank.
Procedures for Shareholders to propose a person for election as a Director
Shareholders who individually or jointly hold more than five percent (5%) of total voting shares of the Bank can nominate candidates for directors (Article 118 of the Articles of Association of the Bank), shareholders who individually or jointly hold more than one percent (1%) of total shares of the Bank may nominate candidates for independent directors (Article 125 of the Articles of Association of the Bank).
Shareholders who satisfy the aforesaid condition should follow the methods and procedures set out below with respect to nomination of a director:
(1) candidates for directors shall be nominated by shareholders who have the right to nominate. The directors shall be elected by the general meeting of shareholders;
(2) before the convening of general meeting of shareholders, candidates for directors shall make written commitments stating their acceptance of the nomination;undertaking that their information disclosed to the public is true and complete, and promising to faithfully perform the duties of directors if elected;
(3) written notice concerning the intention to nominate candidates for directors and the nominees’ statement for acceptance of the nomination, as well as relevant written information of the nominees, shall be sent to the Bank at least seven (7) days prior to the general meeting of shareholders. Nominators shall provide resumes and basic information of the candidates to shareholders;
(4) the period given by the Bank to relevant nominators and nominees to submit the aforesaid notices and documents (which is counted from the next day when the notice of general meeting of shareholders is issued) shall be seven (7) days at least;
(5) the general meeting of shareholders shall vote for the candidates for directors on a one by one basis;
(6) in case of contingent addition or substitution of directors, the nomination committee of the board of directors or the shareholders eligible for nomination shall propose and submit the matter to the board of directors for consideration and the relevant directors shall be elected or substituted by the general meeting of Shareholders.
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