The measures and procedures to nominate directors and supervisors other than those representing employees are as follows:
(1)the supervisory committee may nominate the candidate for supervisors 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 supervisors. The qualified candidates shall be submitted to the supervisory committee for examination. After the supervisory committee has approved the candidates by resolution, a written proposal of the candidate supervisors shall be submitted to the shareholders’ general meeting. The supervisory committee shall provide to the shareholders the resume and brief conditions of candidate supervisors.
(3)the shareholders’ general meeting shall vote on the candidates one by one.
(4)in case of any need to add or change any supervisor, the supervisory committee is responsible for proposing to the shareholders’ general meeting the selection or change of a supervisor.
The supervisory committee shall be accountable to the shareholders’ general meeting and exercise the following functions and powers according to law:
(1)to submit written audit opinions on the regular reports prepared by the board of directors of the Company;
(2)to examine the Company’s financial affairs;
(3)to supervise the act of the directors and the senior management who perform the companies’ duties. To suggest the removal of the directors and senior management who violate any laws, regulations, these Articles of Association or resolutions passed in the shareholders’ general meeting;
(4)to require a director or other senior management of the Company to rectify an act if such act is harmful to the Company’s interests;
(5)to verify financial information such as financial reports, business reports, profit distribution plans, etc. that the board of directors intends to submit to the shareholders’ general meeting and, if in doubt, to be able to appoint a registered accountant or practicing auditor in the name of the Company to assist in reviewing such information;
(6)to propose the holding of extraordinary general meetings and hold and preside over the shareholders’ general meetings in the event that the board of directors fails to act in accordance with the regulation of the Company Law to hold and preside the shareholders’ general meeting;
(7)to submit proposals to the shareholders’ general meetings;
(8)to institute litigation against directors and senior management according to Article 152 of the Company Law;
(9)if it is aware that the operation of the Company is improper, it can conduct investigations; if necessary, it can employ professional institutions such as accounting firms, law firms to assist his investigation work;
(10)other functions and powers provided for in these Articles of Association. Supervisors may attend meetings of the board of directors and make inquiries and suggestions to the resolutions of the board of directors.
As of 7 Jul 2015
GU Liji, has been an Independent Supervisor and the Chairman of Supervisory Committee of the Company since June 2009. Mr. Gu is currently an Independent Director of Maxphotonics Co., Ltd., an Independent Director of Shenzhen Changhong Technology Co., Ltd., an Outside Director of Xiangtan Electric Manufacturing Group Co., Ltd (XEMC), and an Independent Director of Bosera Asset Management Co., Limited. Mr. Gu was a Director of ERGO China Life Insurance Co., Ltd. from May 2013 to August 2014, and was an Executive Director of China Merchants Technology Holdings Co., Ltd. and China Merchants Technology Investment Co., Ltd. (Shenzhen) from November 2008 to October 2010. Before retirement in October 2008, Mr. Gu had served as the Managing Director of China International Marine Containers Co., Ltd., the Chairman and President of China Merchants Shekou Port Services Co., Ltd., the Vice Chairman of the Company, a Director of China Merchants Bank and China Merchants Group Ltd., the Managing Director of China Merchants Shekou Industrial Zone Co., Ltd., Hoi Tung Marine Machinery Suppliers Limited (Hong Kong) and China Merchants Technology Group respectively, and the Chairman of China Merchants Technology Holdings Co., Ltd. Mr. Gu is also an expert on Applicable Electronics of Shenzhen Expert Association. Mr. Gu has obtained the Advanced Management Program AMP (151) certificate from the Harvard Business School of the United States. Mr. Gu also holds a Master’s degree in Engineering from Management Science Department of University of Science and Technology of China and a Bachelor’s degree in Engineering from Tsinghua University.
PENG Zhijian, has been an Independent Supervisor of the Company since June 2009. Mr. Peng served as an Independent Supervisor of China Merchants Bank Co., Ltd. from October 2011 to October 2014, an Independent Non-executive Director of Dong Guan Trust Co., Ltd. from December 2009 to December 2014 and an Independent Non-executive Director of BOCOM International Holdings Company Limited from March 2009 to November 2011. Mr. Peng started his working career in 1969, and had consecutively served as the Deputy Governor, Governor and Party Committee Secretary of PBOC Guangxi Branch since June 1988, had consecutively served as the Deputy Party Committee Secretary and Deputy Governor of PBOC Guangzhou Branch, the Governor of PBOC Shenzhen Central Branch, the Party Secretary and Governor of PBOC Wuhan Branch and the Head of the State Administration of Foreign Exchange Hubei Bureau, the Party Committee Secretary and Governor of Guangdong Regulatory Bureau of CBRC since November 1998, and had served as the Executive Commissioner of People’s Political Consultative Conference Standing Committee of Guangdong Province, and the Deputy Director of the Economic Committee for People’s Political Consultative Conference of Guangdong Province from 2008 to 2012. Mr. Peng also served as an Executive Director of the Congress of the Chinese Monetary Society and the General Assembly of the Institute of Chinese Money. Mr. Peng graduated from a full-time course on Finance from Zhengzhou University and holds a Postgraduate degree in Financial Investment from Guangxi Normal University.
ZHANG Wangjin, has been a Shareholder Representative Supervisor of the Company since June 2013. Ms. Zhang is currently the Managing Director of CPG Overseas Company Limited (Hong Kong). Before joining CPG Overseas Company Limited (Hong Kong), Ms. Zhang worked in the Audit Department of PricewaterhouseCoopers CPA and the M&A and Restructuring Department of Deloitte & Touche Financial Advisory Services Limited. Ms. Zhang is a member of CPA Australia. Ms. Zhang holds a Bachelor’s degree in Accounting from University of International Business and Economics and has obtained an EMBA degree from Guanghua School of Management of Peking University.
PAN Zhongwu, has been an Employee Representative Supervisor of the Company since July 2012. Mr. Pan is currently the Deputy Director of the Company Office. Mr. Pan joined the Group in July 1995 and served in the Office of Comprehensive Management Department of Ping An Property & Casualty and the Group Office of the Company successively. Mr. Pan holds a Master’s degree in Finance and Insurance from Wuhan University.
Gao Peng, has been an Employee Representative Supervisor of the Company since June 2015. Mr. Gao is currently the general manager of the Remuneration Planning and Management Department of the Company, and is also currently a director of a number of controlled subsidiaries of the Company including Ping An Securities Company, Ltd. and Ping An Asset Management Co., Ltd.. Mr. Gao joined the Company in October 2000, and has served as deputy general manager of the Talent Performance Management Department and deputy general manager of the Employee Services Management Department of the Company. Mr. Gao holds a Bachelor’s degree in Finance from Zhejiang University.