The measures and procedures to nominate directors other than those representing employees are as follows:
(1) the board of directors may nominate the candidate for directors to be elected from shareholders within the headcount limit as provided in these Articles of Association and according to the intended numbers to be elected.
(2) the nomination committee shall preliminarily examine the qualification and conditions of the candidate directors. The qualified candidates shall be submitted to the board of directors for examination. After the board of directors and the has approved the candidates by resolution, a written proposal of the candidate directors shall be submitted to the shareholders’ general meeting. The board of directors shall provide to the shareholders the resume and brief conditions of the candidate directors.
(3) the shareholders’ general meeting shall vote on the candidates one by one.
(4) in case of any need to add or change any director, the board of directors is responsible for proposing to the shareholders’ general meeting the selection or change of a director.
A written notice of the intention to nominate a person for election as a director and a written notice by that person expressly indicating his acceptance of such nomination shall be given to the Company no earlier than the day after the dispatch of the notice of the shareholders' general meeting and no later than 7 days before the date of such shareholders' general meeting, and the minimum period during which the notices shall be given will be 7 days. The nomination of each director shall be by way of a separate resolution to be considered in the general meeting.
The board of directors shall be accountable to the shareholders’ general meeting and shall exercise the following functions and powers:
(1) to be responsible for convening shareholders’ general meetings and reporting its work to the shareholders’ general meetings;
(2) to implement the resolutions of the shareholders’ general meeting;
(3) to determine the Company’s management and operation plans and investment schemes;
(4) to formulate the Company’s annual budgets and final accounts;
(5) to formulate the Company’s profits distribution plans and loss recover plans;
(6) to formulate plans of increasing or decreasing the Company’s registered capital, and issuing corporate bonds or other securities, and listing plans;
(7) to draft plans for important acquisition or acquisition of the shares of the Company or the plans of merger, division, dissolution and change of the formation, of the Company;
(8) to determinate the setup of the Company’s internal management structure;
(9) to appoint and remove the Company’s senior management as nominated by the chairman of the board of directors and decide their remuneration, reward and reprimand matters;
(10) to formulate the Company’s basic management system and regulations;
(11) to formulate proposals to amend these Articles of Association;
(12) to manage the issues in respect of the Company’s information disclosure;
(13) to decide on issues in respect of the material investment, acquisition or sale of assets, asset mortgage, external guarantee, entrusted financing, affiliated transactions, etc. as authorized by shareholders’ general meetings;
(14) to receive the work report of the Company’s CEO and supervise his/her work;
(15) to exercise other powers as provided by laws, administrative rules or these Articles of Association and as authorized by the shareholders’ general meeting.
All the above board resolutions shall be passed by over one half of the directors;
provided that the resolutions covered in items (6), (7) and (11) and in relation to the granting of external guarantee shall be passed by over two-thirds of the directors.
As of 15 March 2016
MA Mingzhe, founder of the Company. Mr. Ma founded Ping An Insurance Company in March 1988, and is the current Chairman and CEO of the Company. Since the establishment of the Company, Mr. Ma has served as President, Director, and concurrently as Chairman and CEO of the Company, and has been fully involved in the operation and management of the Company. Prior to establishing the Company, Mr. Ma was the Deputy Manager of China Merchants Shekou Industrial Zone Social Insurance Company. Mr. Ma has a Doctorate degree in Money and Banking from Zhongnan University of Economics and Law (previously Zhongnan University of Economics).
SUN Jianyi, has been an Executive Director of the Company since March 1995 and the Vice Chairman of the Board of Directors since October 2008. Mr. Sun has been serving as the Executive Vice President of the Company since October 1994, and is also the Chairman of the Board of Directors of Ping An Bank which is a subsidiary of the Company, a Non-executive Director of China Vanke Co., Ltd. and China Insurance Security Fund Co., Ltd., and an Independent Non-executive Director of Haichang Holdings Ltd.. Since joining the Company in July 1990, Mr. Sun has been the General Manager of the Management Department, Senior Vice President, Executive Vice President and Vice Chief Executive Officer. Prior to joining the Company, Mr. Sun was the Head of the Wuhan Branch of the PBOC, the Deputy General Manager of the Wuhan Branch Office of the People’s Insurance Company of China and the General Manager of Wuhan Securities Company. Mr. Sun has a Diploma in Finance from Zhongnan University of Economics and Law (previously Zhongnan University of Economics).
REN Huichuan, has been an Executive Director of the Company since July 2012, and is currently the President of the Company, the Director of a number of controlled subsidiaries of the Company including Ping An Property & Casualty, Ping An Life, Ping An Asset Management, Ping An Trust, and was appointed as the acting Chairman of Ping An Trust. Mr. Ren joined the Company in 1992, and served as the Senior Vice President of the Company between June 2010 and March 2011, Chief Insurance Business Officer between June 2010 and December 2010, the Chairman and CEO of Ping An Property & Casualty between April 2007 and May 2011, and was appointed as an Employee Representative Supervisor of the Company from March 2009 to March 2010, and has been the Chairman and CEO of WanLiTong between February 2015 and December 2015. Before that, Mr. Ren had been the assistant to the President and Financial Director of the Company, the Assistant Director of the Development and Reform Centre, Senior Vice President of Ping An Property & Casualty and the Assistant Manager of the property & casualty insurance business of theCompany. Mr. Ren holds an MBA degree from Peking University.
YAO Jason Bo, has been an Executive Director of the Company since June 2009, and is the Executive Vice President, Chief Financial Officer and Chief Actuary of the Company. Mr. Yao is the director of a number of controlled subsidiaries of the Company including Ping An Bank, Ping An Life, Ping An Property & Casualty, and Ping An Asset Management. Mr. Yao joined the Company in May 2001 and served as the Senior Vice President of the Company from October 2012 to January 2016. Prior to that, Mr. Yao has successively held different positions of the Company including the Deputy General Manager of the Product Centre, the Deputy Chief Actuary, the General Manager of the Corporate Planning Department, the Deputy Financial Officer and Financial Director of the Company. Prior to joining the Company, Mr. Yao served in Deloitte Touche Tohmatsu as a senior manager and consulting actuary. Mr. Yao is a Fellow of the Society of Actuaries (FSA), and holds an MBA degree from New York University.
LEE Yuansiong, has been an Executive Director of the Company since June 2013, and is currently the Executive Vice President and Chief Insurance Business Officer of the Company, and the Director of Ping An Property & Casualty, Ping An Life, Ping An Annuity and Ping An Health, the subsidiaries of the Company. Mr. Lee joined the Company in 2004 and served as the Special Assistant to the Chairman of Ping An Life from February 2004 to March 2005, President of Ping An Life from March 2005 to January 2010 and Chairman of Ping An Life from January 2007 to February 2012. Prior to that, Mr. Lee was a Senior Vice President of Prudential Taiwan Branch and the General Manager of Citi-Prudential, etc.. Mr. Lee holds a Master’s degree in Finance from The University of Cambridge.
CAI Fangfang, has been an Executive Director of the Company since July 2014. Ms. Cai is the Chief Human Resource Officer of the Company and the Executive Vice President of Ping An School of Financial Services. Ms. Cai joined the Company in July 2007. She was the Vice Chief Financial Officer and General Manager of the Corporate Planning Department of the Company from February 2012 to September 2013 and held the positions of Vice General Manager and General Manager of the Remuneration Planning and Management Department of the Human Resource Centre of the Company from October 2009 to February 2012. Ms. Cai has been a Non-executive Director of Ping An Bank since January 2014 and is also currently a director of a number of controlled subsidiaries of the Company including Ping An Life, Ping An Property & Casualty and Ping An Asset Management. Prior to joining the Company, Ms. Cai served as the consulting director of Watson Wyatt Consultancy (Shanghai) Ltd. and the audit director on financial industry of British Standards Institution Management Systems Certification Co. Ltd., etc. Ms. Cai holds a Master’s degree in Accounting from The University of New South Wales.
LIN Lijun, has been a Non-executive Director of the Company since May 2003 and is currently the Vice Chairman of the Labour Union of the Company. Ms. Lin served as the Chairman of the Board of Directors and President of Linzhi New House Investment Development Co. Ltd. from 2000 to 2013. Ms. Lin previously served as the Deputy General Manager of the Human Resources Department of Ping An Property & Casualty from 1997 to 2000. Ms. Lin holds a Bachelor’s degree in Chinese Language and Literature from South China Normal University.
Soopakij CHEARAVANONT, has been a Non-executive Director of the Company since June 2013. Mr. Chearavanont is the Executive Vice Chairman of the CP Group, and also has been an Executive Director and the Chairman of C.P. Lotus Corporation, an Executive Director and Vice Chairman of C.P. Pokphand Co. Ltd. and the Chairman of CT Bright Holdings Limited. Mr. Chearavanont is also a Director of True Corporation Public Company Limited and CP ALL Public Company Limited (both listed in Thailand) and the Chairman of True Visions Public Company Limited based in Thailand. Mr. Chearavanont holds a Bachelor’s degree in Science from the College of Business and Public Administration of New York University, USA.
YANG Xiaoping, has been a Non-executive Director of the Company since June 2013. Mr. Yang is currently the Vice Chairman of the CP Group, an Executive Director and the Vice Chairman of C.P. Lotus Corporation, the Senior Vice Chairman of Chia Tai Group Agro-Industry and Food Business for China Area and a Non-executive Director of Tianjin Binhai Teda Logistics (Group) Corporation Limited. Previously, Mr. Yang acted as the Manager of Nichiyo Co., Ltd for China Division and the Chief Representative of Nichiyo Co., Ltd Beijing Office. Mr. Yang is also a member of The Twelfth National Committee of Chinese People’s Political Consultative Conference, the Vice President of the Institute for China Rural Studies of Tsinghua University, a Director of China NGO Network for International Exchanges, the Vice President of Beijing Association of Enterprises with Foreign Investment and an adviser of Foreign Investment to Beijing Municipal Government. Mr. Yang holds a Bachelor’s degree from Jiangxi Institute of Technology and has experience of studying in Japan.
XIONG Peijin, has been a Non-executive Director of the Company since January 2016. Mr. Xiong is currently the director, general manager and deputy secretary of the Party Committee of Shenzhen Investment Holdings Co., Ltd., and he is also the non-executive director of Guotai Junan Securities Company Limited. Mr. Xiong had served as the director, general manager and deputy secretary of the Party Committee of Shenzhen Special Economic Zone Construction and Development Group Co., Ltd. from July 2011 to May 2014 and the director of Shenzhen Capital Group Co., Ltd. from June 2010 to September 2012. Prior to that, Mr. Xiong served as the general economist and member of the Party Committee of Shenzhen Municipal People’s Government State-owned Assets Supervision and Administration Commission, financial director of Shenzhen International Trust and Investment Co., Ltd., chairman of the supervisory committee and financial director of Shenzhen Nanyou (Holdings) Co., Ltd. etc.. Mr. Xiong obtained a master degree of Administration Management from Sun Yat-sen University and an executive master of Business Administration degree from Guanghua School of Management, Peking University. Mr. Xiong is a qualified senior accountant and has the qualification of certified public accountant in China.
LIU Chong, has been a Non-executive Director of the Company since January 2016. Mr. LIu is currently the vice president of Shum Yip Group Limited and Shum Yip Holdings Company Limited, the vice president and executive director of Shenzhen Investment Limited. Prior to that, Mr. Liu served successively as a deputy general manager and financial controller of Shenzhen SDG Company Limited, a director and financial controller of Shenzhen Petrochemical Group Co., Ltd., a director and financial controller of Shenzhen Health Mineral Water Co., Ltd., a director of Shenzhen Tellus (Group) Company Limited from June 2009 to June 2010, and was an independent director of Shenzhen Shenxin Taifeng Group Co., Ltd. from May 2009 to February 2014. Mr. Liu holds a bachelor’s degree in Accounting from The Jiangxi University of Finance and Economics and a senior accountant qualification.
WOO Ka Biu Jackson, has been an Independent Non-executive Director of the Company since July 2011, and is currently a Director of Kailey and Fong Fun Group of Companies, an Independent Non-executive Director of Henderson Land Development Company Limited and an Alternate Director to Sir Po Shing Woo as Non-executive Director of Sun Hun Kai Properties Limited. He is also the CEO of Challenge Capital Management Limited, Chairman (International) of Guantao Law Firm and a consultant of its associated firm, Messrs. Peter C. Wong, Chow & Chow. Mr. Woo was a partner of Ashurst Hong Kong, a Director and co-Head of Investment Banking (Greater China) of N M Rothschild & Sons (Hong Kong) Limited, and also was an Alternate Director to Sir Po Shing Woo, a former Non-executive Director of Henderson Investment Limited and Henderson Land Development Company Limited. Prior to that, Mr. Woo was a partner in the corporate finance department of Woo, Kwan, Lee & Lo. In January 2008, Mr. Woo was awarded 2008 World Outstanding Chinese Award by the United World Chinese Association and Honorary Doctorate Degree from the University of West Alabama. He is also an Honorary Director of Tsinghua University, a China-appointed Attesting Officer appointed by the Ministry of Justice, PRC and a Practising Solicitor Member on the panel of the Solicitors’ Disciplinary Tribunal in the Hong Kong Special Administrative Region. Mr. Woo holds a Master’s degree in Jurisprudence from Oxford University and is qualified as a solicitor in Hong Kong, England and Wales and Australian Capital Territory.
Stephen Thomas MELDRUM, has been an Independent Non-executive Director of the Company since July 2012. Mr. Meldrum has been an independent member of the insurance audit committee (an advisory committee) of HSBC Holdings plc from 2008 to March 2012. From January 2007 to January 2009, Mr. Meldrum was the Consultant to Chief Actuary of the Company. From February 2003 to January 2007, Mr. Meldrum was the assistant to the President and Chief Actuary of the Company. From 1999 to 2003, Mr. Meldrum served as the Chief Actuary of the Company. From 1995 to 1998, Mr. Meldrum was an assistant to the President and the Director of International Strategies of Lincoln National, Fort Wayne USA and International Development, respectively. From 1986 to 1995, Mr. Meldrum worked at Lincoln National (UK) plc., and his position was the Investment Director. From 1969 to 1986, Mr. Meldrum served as the Appointed Actuary, Finance Director and Chairman of Mortgage Lender of ILI (UK), Cannon Assurance, Cannon Lincoln and Lincoln National (UK) respectively. Mr. Meldrum has a Master’s degree in Computer Science from the University of London and a Master’s degree in Mathematics from the University of Cambridge.
YIP Dicky Peter, has been an Independent Non-executive Director of the Company since June 2013, and is currently the Independent Non-executive Director of Sun Hung Kai Properties Limited, South China (China) Limited and DSG International (Thailand) PLC, respectively. Mr. Yip joined The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) in 1965, and served as a Chief Executive of China Business at HSBC’s Area Office China from January 2003 to May 2005, a General Manager of HSBC from April 2005 to June 2012, and served as an Executive Vice President of Bank of Communications Co., Ltd. from May 2005 to June 2012. Mr. Yip also served as the Director of the Company and the Original Ping An Bank from November 2002 to May 2005. Besides, he had served in many consultative boards including the Aviation Advisory Board, Arts Development Council and the Urban Renewal Authority, and is currently the Asia Pacific Chief Representative of the Institute of International Finance. Mr. Yip holds an MBA degree from University of Hong Kong. Mr. Yip is an elected associated member of Chartered Institute of Bankers, London, and has a Certified Financial Planner certificate issued by the Institute of Financial Planners of Hong Kong and a Certified Financial Management Planner certificate issued by Hong Kong Institute of Bankers.
WONG Oscar Sai Hung, has been an Independent Non-executive Director of the Company since June 2013, currently serves as the Chairman of China Bio-Med Regeneration Technology Limited, and is also an Independent Non-executive Director of the Hong Kong Exchanges and Clearing Limited and JPMorgan Chinese Investment Trust plc (listed in London), a Non-executive Director of Credit China Holdings Limited (listed on HKEx). Mr. Wong was a Director and Chief Executive Officer of ICBC (Asia) Investment Management Company Limited from September 2008 to December 2011, and was the Chairman of LW Asset Management Advisors Limited, an Independent Non-executive Director of ARN Investment SICAV (listed on the Luxembourg Stock Exchange), the Director and Chief Executive of BOCI-Prudential Asset Management Limited and Prudential Portfolio Managers Asia Limited, and the Non-executive Director of the ARN Asian Enterprise Fund Limited (formerly listed on the Irish Stock Exchange). Mr. Wong holds a Higher Diploma in Business Studies (Marketing) from Hong Kong Polytechnic (now known as The Hong Kong Polytechnic University).
SUN Dongdong, has been an Independent Non-executive Director of the Company since June 2013, and currently serves as a professor of Law School in Peking University, the director of Peking University Health Law Research Centre and the Independent Non-executive Director of Zhejiang Dian Diagnostics Co., Ltd.. Mr. Sun is also a deputy director of the Social Legal Work Committee of Chinese Peasants’ and Workers’ Democratic Party, standing director of Chinese Health Law Society and China Law Society Research Centre of the Law of Protection of the Rights and Interests of Consumers, and an expert of the Health Insurance Experts Committee under Insurance Association of China and China Medical Doctor Association. Mr. Sun graduated with a degree of Medical Science from Beijing Medical College (now known as Peking University Health Science Centre).
GE Ming, has been an Independent Non-executive Director of the Company since June 2015. Mr. Ge is currently serving as the Independent Director of Credit China Holdings Limited and Shanghai Zhenhua Heavy Industries Co.,Ltd., executive director of the Chinese Institute of Certified Public Accountants, a committee member of the Certified Public Accountants Testing Committee of the Ministry of Finance of PRC, a deputy supervisor of the Industry Development Committee of the Beijing Institute of Certified Public Accountants and a committee member of the second session of the Listed Companies Mergers and Acquisitions Expert Consultation Committee of CSRC etc. Mr. Ge has served as Chairman of Ernst & Young Hua Ming, partner and chief accountant of Ernst & Young Hua Ming LLP and the Independent Director of Shunfeng International Clean Energy Limited. Mr. Ge obtained his Master’s Degree in Western Accounting from the Research Institute for Fiscal Science, Ministry of Finance of PRC. He obtained his certified accountant qualification in China in 1983 and was awarded senior accountant qualification from the Ministry of Finance of PRC.
As of 7 Jul 2015
The primary duties of the Strategy and Investment Committee are to conduct research and make recommendations to the Board for their consideration in relation to major investments, property transactions, financing, major capital operations, asset management projects, production and operation projects, etc. and also to promptly monitor and follow the tracks of the implementation of investment projects approved by the general meeting or the Board, and promptly notify all directors of its significant process or changes in process.
As of Jul 7, 2015, the Strategy and Investment Committee comprises 5 Directors, which includes 3 Independent Non-executive Directors, the ratio of Independent Non-executive Directors is 60%. The committee has one chairman, which is served by the Chairman of the Board and the chairman presides over the committee.
Members: Ma Mingzhe (Chairman), Yip Dicky Peter, Wong Oscar Sai Hung, Ge Ming and Yang Xiaoping
The primary duties of the Audit and Risk Management Committee are to review and supervise the Company’s financial reporting process and conduct risk management. The Audit and Risk Management Committee is also responsible for reviewing any matters relating to the appointment or removal, and remuneration of the external auditors. In addition, the Audit and Risk Management Committee also examines the effectiveness of the Company’s internal controls, which involves regular reviews of the internal controls of various corporate structures and business processes, and takes into account their respective potential risk and urgency, to ensure the effectiveness of the Company’s business operations and the realization of its corporate objectives and strategies. The scope of such examinations and reviews includes finance, operations, regulatory compliance and risk management. The Audit and Risk Management Committee also reviews the Company’s internal audit plan and submits relevant reports and recommendations to the Board on a regular basis.
As of Jul 7, 2015, the Audit and Risk Management Committee comprises 4 Independent Non-executive Directors and 1 Non-executive Director, and the ratio of Independent Non-executive Directors is 80%. None of the members is involved in the day-to-day management of the Company. The Audit and Risk Management Committee is chaired by an Independent Non-executive Director who also possesses the appropriate professional qualifications or accounting or related financial management expertise.
Members: Ge Ming (Chainman), Stephen Thomas Meldrum, Yip Dicky Peter, Sun Dongdong and Yang Xiaoping
The primary duties of the Remuneration Committee is to determine, with delegated responsibility, the specific remuneration packages of the Company’s Executive Directors and senior management, including benefits in kind, pension rights and compensation payments and making recommendations to the Board on the remuneration of Non-executive Directors. The Remuneration Committee also advises the Board in relation to establishing a formal and transparent procedure for developing remuneration policy in respect of these individuals, considering and approving remunerations based on performance and market conditions, with reference to the corporate goals and objectives set forth by the Board. In particular, the Remuneration Committee is delegated with the specific task of ensuring that no Director or any of his associates is involved in deciding his own remuneration. Where the remuneration of a member of the Remuneration Committee is to be considered, that member’s remuneration should be determined by the other members of the Committee. Meetings of the Remuneration Committee are to be held at least twice a year.
As of Jul 7, 2015, the Remuneration Committee comprises 4 Independent Non-executive Directors and 1 Non-executive Director, and the ratio of Independent Non-executive Directors is 80%. None of the members is involved in the day-to-day management of the Company. The Remuneration Committee is chaired by an Independent Non-executive Director.
Members: Yip Dicky Peter (Chairman), Woo Ka Biu Jackson, Sun Dongdong, Ge Ming and Soopakij Chearavanont
The primary duties of the Nomination Committee are to review, advise and make recommendations to the Board regarding candidates to fill vacancies on the Board and senior management. Meetings of the Nomination Committee are held when necessary but at least once a year.
The nomination of Directors is considered with reference to an individual’s business acumen and undertakings, academic and professional achievements and qualifications, experience and independence, having regard to the Company’s activities, assets and management portfolio. The Nomination Committee is delegated with the task of actively considering the needs of the Company at the Directors’ level and senior management’s level, studying the criteria and procedure for selecting directors and senior management, first considering and identifying appropriate candidates, then making recommendations to the Board and implementing any decisions and recommendations of the Board in the execution of appointments. The aim and principal objective of the Nomination Committee is to ensure that there remains a dedicated, professional and accountable Board to serve the Company and its shareholders.
As of Jul 7, 2015, the Nomination Committee comprises 3 Independent Non-executive Directors and 2 Executive Directors, and the ratio of Independent Non-executive Directors is 60% and it is chaired by an Independent Non-executive Director.
Members: Sun Dongdong (Chainman), Ma Mingzhe, Wong Oscar Sai Hung, Woo Ka Biu Jackson and Ren Huichuan