China Construction Bank Corporation(601939)
2021 annual report of independent directors
In 2021, the six independent directors of China Construction Bank Corporation(601939) (hereinafter referred to as “the bank”) complied with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the corporate governance standards of banking and insurance institutions Domestic and foreign laws and regulations such as the corporate governance code in Appendix 14 of the Securities Listing Rules of the stock exchange of Hong Kong Limited, as well as the China Construction Bank Corporation(601939) articles of Association (hereinafter referred to as the “articles of association”), the measures for the implementation of China Construction Bank Corporation(601939) independent director system, the annual report system of China Construction Bank Corporation(601939) independent directors and other relevant provisions, overcome the adverse factors such as covid-19 pneumonia epidemic and time difference, and earnestly and strictly perform their duties, Prudently and diligently exercised their rights, actively attended the general meeting of shareholders, the board of directors and special committees, various special exchange and communication meetings of directors, independently expressed professional, objective and impartial opinions on the meeting proposals and major issues, gave full play to the function of independent directors, effectively promoted the improvement of the bank’s governance ability, and effectively safeguarded the overall interests of the bank and the legitimate rights and interests of all shareholders and stakeholders. The performance of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
As of December 31, 2021, the bank had 6 independent directors, more than one-third of whom were members of the board of directors, in compliance with relevant laws and regulations and the articles of association of the bank. The independent directors of the bank come from Hong Kong, China, the United States, the United Kingdom, France and New Zealand. They are experts in financial supervision, finance and taxation, bank management, external audit, credit rating and other fields. Independent directors serve as chairmen of the four special committees of the bank’s board of directors, audit committee, risk management committee, nomination and Remuneration Committee and related party transactions, social responsibility and Consumer Protection Committee. The independent directors of the bank do not hold any position other than directors in the bank, have no relationship with the bank and its major shareholders that may affect their independent and objective judgment, and have no business or financial interests in the bank and its subsidiaries. The bank has received the annual confirmation letter from each independent director on his independence and agrees with his independence. The resumes of the independent directors of the bank are as follows:
Mr. M. C. McCarthy has been an independent director of the bank since August 2017. Mr. McCarthy served as an independent director of Industrial And Commercial Bank Of China Limited(601398) China from December 2009 to October 2016. Former ICI economist, economic adviser and Deputy Minister of the UK Trade and industry agency, senior management of Barclays Bank in London, Japan and North America, chairman and CEO of the UK gas and electricity market office (Ofgem), chairman of the UK Financial Services Authority (FSA), non-executive director of the UK Treasury Council, chairman of JC flowers, NIBC holding N.V., NIBC Bank N.V., onesavingsbank PLC, Non executive director of Castle trust capital PLC and Intercontinental Exchange (ice) and trustee of side business school, Oxford University. Mr. McCarthy is an honorary fellow of Merton College, an honorary doctor of Stirling University, an honorary doctor of Cass Business School and an honorary citizen of London. Mr. McCarthy holds a master’s degree in history from Merton College, Oxford University, a doctor’s degree in economics from Stirling University and a master’s degree in science from Stanford Business School.
Mr. Zhong jianian has been an independent director of the bank since November 2018. Mr. Zhong served as Industrial And Commercial Bank Of China Limited(601398) independent director from December 2009 to March 2017. In 1980, he joined DDT branch of DDT accounting firm, became partner of PWC accounting firm in 1992, and served as a financial services expert in PWC Hongkong and Chinese mainland in 1996. He was a partner of human resources in Hongkong, PWC, and partner in Bank Of China Limited(601988) , an international audit team in Chinese mainland. He was the global partner of Hongkong audit project team and the Hongkong public welfare fund depot. He is a member of the professional ethics committee, professional liability risk limitation Committee, communication committee and investigation team of the Hong Kong Institute of certified public accountants. He has also served as the audit director of the reorganization and initial public offering of Bank Of China Limited(601988) , BOC Hong Kong, Bank Of Communications Co.Ltd(601328) , the chairman of the audit committee of harvest real estate investments (Cayman) Limited and the independent director of Prudential Asia. At present, he is an independent director of sands China Co., Ltd., Prudential Insurance Co., Ltd. and Prudential Property Insurance Co., Ltd. and the trustee of Fu Deyin fund Co., Ltd. Mr. Chung is a member of the Institute of Chartered Accountants in England and Wales, the Hong Kong Institute of certified public accountants and the Macao Institute of certified public accountants. He received a bachelor’s degree in economics from Durham University, UK.
Mr. Graham Wheeler has been an independent director of the bank since October 2019. Non executive director of Thyssen bornemisza group since 2017. Mr. Wheeler served as president of the Reserve Bank of New Zealand from 2012 to 2017; From 2010 to 2012, he served as non-executive director of Thyssen bornemisza group and co-founder of privatisation analysis and Consulting Co., Ltd; From 2006 to 2010, he served as the managing director of the world bank and was responsible for the operation; From 2001 to 2006, he served as vice president and treasurer of the world bank; From 1997 to 2001, he served as the head of the financial products and Services Department of the world bank; From 1993 to 1997, he served as treasurer of the New Zealand debt management office and Deputy Secretary General of the New Zealand Ministry of finance; From 1990 to 1993, he was the head of macroeconomic policy in the Ministry of finance of New Zealand; 19841990 economic and financial adviser to the New Zealand delegation to the OECD (Paris) Conference; From 1973 to 1984, he served as an adviser to the Ministry of finance of New Zealand. Mr. Wheeler was awarded the New Zealand Medal of merit in 2018. Mr. Wheeler received a master’s degree in economics and business from the University of Auckland in 1972.
Mr. Michel Madeleine has been an independent director of the bank since January 2020. He has been a trustee of the IFRS foundation since January 2018 and a member of the supervisory board of Postal Bank of France since April 2018. From June 2016 to December 2018, Mr. Madeleine served as vice chairman of Moody’s investor services, chairman of Moody’s European Board of directors and member of Moody’s American Board of directors; From May 2008 to June 2016, he served as the president and chief operating officer of Moody’s investor services, and from 1994 to May 2008, he also served as the European and American institutions of Moody’s Investor Services; From May 1980 to May 1994, he worked in Belgium and France of Ernst & young, and was promoted to partner in 1989. Mr. Madeleine is a qualified chartered accountant in France. He received a master’s degree in management from Kellogg School of management of Northwestern University and a bachelor’s degree in Business Administration from Rouen higher business school in France.
Mr. William Cohen has been an independent director of the bank since June 2021. He has been a member of the Advisory Committee of baton systems, Inc. since June 2021, the chief regulatory adviser of suade labs since April 2021, the chairman of the International Financial Reporting Standards Advisory Committee since February 2020, a member of the board of directors of the Toronto Leadership Center since November 2019 and the technical adviser of the International Monetary Fund since July 2019. Mr. Cohen served as Secretary General of the Basel Committee on banking supervision from 2014 to 2019 and Deputy Secretary General of the Basel Committee on banking supervision from 2007 to 2014; From 2003 to 2006, he worked in the school of financial stability of the bank for International Settlements; Before joining the Secretariat of the Basel Committee in 1999, he served successively in the office of the Comptroller of the currency of the United States and the Federal Reserve Board of the United States. Mr. Cohen is currently a member of the Bretton Woods Commission and was a member of the financial stability Council and its Standing Committee. He received a Bachelor of Science degree from the University of Manhattan in 1984 and a master of Business Administration degree from Fordham University in 1991.
Mr. Liang Jinsong has been an independent director of the bank since October 2021. Mr. Liang is the former financial secretary of the Hong Kong Special Administrative Region. He is currently the chairman and chief executive of Hong Kong Nanfeng group and the chairman and co-founder of Xinfeng Tianyu group. He has been the chairman and co-founder of Solomon Education (International) Co., Ltd. since April 2021. In addition, Mr. Liang is the chairman of two charities, “Hong Kong heifer” and “cherish canteen”. Mr. Liang has many years of experience in financial institutions, including the chairman of Blackstone Group in Greater China, the chairman of JPMorgan Chase Asia and the directors of Citibank’s Asian private bank, investment bank, capital department and greater China. He has also served as an independent director of China Merchants Bank Co.Ltd(600036) , China Industrial And Commercial Bank Of China Limited(601398) , China Mobile (Hong Kong), AIA (Hong Kong), international consultant of China Development Bank and chairman of the Hong Kong Association of Harvard Business School. Former public officials include non official members of the Executive Council of the HKSAR government, chairman of the Education Commission, chairman of the University Grants Committee, member of the Exchange Fund Advisory Committee, director of the Hong Kong Airport Authority, director of the Hong Kong Futures Exchange, member of the Preparatory Committee of the Hong Kong Special Administrative region, member of the selection committee of the first government of the Hong Kong Special Administrative Region and Hong Kong adviser. Mr. Liang graduated from the University of Hong Kong in 1973. He studied management development and advanced management at Harvard Business School in the United States. In 1998, he received an honorary doctor of law from the Hong Kong University of science and technology.
2、 Annual performance of independent directors
(I) attendance of independent directors
In 2021, the bank held three general meetings, the first extraordinary general meeting in 2021 on March 26, 2021, the 2020 annual general meeting on June 25, 2021 and the second extraordinary general meeting in 2021 on December 20, 2021. In the whole year, the board of directors held 8 meetings and 35 meetings of special committees, deliberating, listening to and referring to 276 topics.
In 2021, the independent directors of the bank attended the general meeting of shareholders, the meetings of the board of directors and the Special Committee on time, deliberated on the resolutions of the board of directors and the special committee, and raised no objection to the deliberations. Independent directors expressed objective and impartial independent opinions on 15 board meeting proposals, mainly including nominating directors, appointing senior managers, performance appraisal scheme and salary liquidation scheme of directors and senior managers, profit distribution scheme, dividend distribution scheme of domestic preferred shares and employing external auditors. The attendance of independent directors at the general meeting of shareholders and the meeting of the board of directors is as follows:
Shareholders’ meeting and board of directors
independent director
Attend in person attend by proxy
Mr. M C McCarthy 3 / 3 8 / 8 0 / 8
Mr. Zhong jianian 3 / 3 8 / 8 0 / 8
Mr. Graeme Wheeler 3 / 3 7 / 8 1 / 8
Mr. Michel Madeleine 3 / 3 8 / 8 0 / 8
Mr. William Cohen 1 / 1 5 / 5 0 / 5
Mr Leung Kam Chung 1 / 1 1 / 1 0 / 1
The attendance of independent directors at the meetings of the special committees of the board of directors is as follows:
Independent board of directors of related party transactions, social strategic development committee, audit committee, risk management committee, nomination and Remuneration Committee, responsibility and Consumer Rights Protection Committee
Personally entrust personally entrust personally entrust personally entrust personally to attend
M C McCarthy 6 / 6 0 / 6 — 7 / 7 0 / 7 7 0 / 7 — Mr
Mr. Zhong jianian 6 / 6 0 / 6 6 0 / 6 6 / 7 1 / 7 — 9 / 9 0 / 9
Graham Wye – Mr. 6 / 6 0 / 6 7 / 7 0 / 7 7 7 / 7 0 / 7 9 / 9 0 / 9 le
Michelma – Mr. 6 / 6 0 / 6 7 / 7 0 / 7 7 7 / 7 0 / 7 6 / 6 0 / 6 Deland
William Cohen – Mr. 2 / 2 0 / 2 3 / 3 0 / 3 – 4 / 4 0 / 4
Mr. Liang Jinsong 1 / 1 0 / 1 – 2 / 2 0 / 2 1 / 1 0 / 1——
Note: (1) the number of “attending the meeting in person” includes attending the meeting on site and attending the meeting by video and telephone.
(2) During the reporting period, independent directors who failed to attend the meetings of the board of directors and special committees in person have been entrusted
Other directors attend and exercise voting rights on their behalf.
（2） Communication between independent directors and corporate governance parties
The independent directors of the bank actively performed their duties through strategic exchange meetings and board meetings
General meeting, special exchange meeting and e-mail inquiry
