Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the
contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Stock Code: 1398
USD Preference Shares Stock Code: 4603
EUR Preference Shares Stock Code: 4604
RMB Preference Shares Stock Code: 84602
ANNOUNCEMENT OF THE RESOLUTIONS OF
THE BOARD OF DIRECTORS
A meeting of the Board of Directors (the “Board”) of Industrial and Commercial Bank of China
Limited (the “Bank”) was held at the Bank’s head office at No. 55 Fuxingmennei Avenue, Xicheng
District, Beijing on 30 August 2016. There were 14 directors eligible for attending the meeting,
of whom 14 directors attended the meeting in person. Mr. Guan Xueqing, the Board Secretary,
attended the meeting. Members of the Board of Supervisors were in attendance at the meeting. The
meeting was convened in compliance with the provisions of the laws, regulations, the Articles of
Association of Industrial and Commercial Bank of China Limited and the Rules of Procedures for
the Board of Directors of Industrial and Commercial Bank of China Limited.
Mr. Yi Huiman, Chairman of the Board, presided over the meeting and the directors attending the
meeting considered the following proposals:
1. Considered and Approved the Proposal on the 2016 Interim Report and
its Abstract
Voting result of this proposal: 14 valid votes, 14 voted in favour of this proposal, 0 voted
against and 0 abstained from voting.
Details of the 2016 Interim Report and its Abstract are available on the website of the Shanghai
Stock Exchange (www.sse.com.cn).
2.Considered and Approved the Proposal on the Country Risk
Concentration Limit for 2016–2017
Voting result of this proposal: 14 valid votes, 14 voted in favour of this proposal, 0 voted
against and 0 abstained from voting.
1
3.Considered and Approved the Revised Proposal on Revisions to the
Administrative Regulations on Market Risk (2016 Edition) and the Stress
Testing Plan for Market Risk
Voting result of this proposal: 14 valid votes, 14 voted in favour of this proposal, 0 voted
against and 0 abstained from voting.
4.Considered and Approved the Proposal on the Payment Plan of
Remuneration to Senior Management Members for 2015
Mr. Yi Huiman and Mr. Zhang Hongli have not participated in the voting as they had interests
in the proposal.
Voting result of this proposal: 12 valid votes, 12 voted in favour of this proposal, 0 voted
against and 0 abstained from voting.
The views of Independent Non-executive Directors on this proposal: Agree.
In accordance with the relevant regulations of the State, from January 2015, remuneration of
the Chairman of the Board of Directors, the President, Executive Directors, Senior Executive
Vice Presidents and the Secretary of Party Discipline Committee of the Bank is governed by the
relevant government policies in relation to the reforms of remuneration of persons in charge of
central government-owned financial enterprises. The Payment Plan of Remuneration to Senior
Management Members for 2015 is enclosed in Appendix 1.
5.Considered and Approved the Proposal on the Senior Management
Performance Evaluation Plan for 2016
Mr. Yi Huiman and Mr. Zhang Hongli have not participated in the voting as they had interests
in the proposal.
Voting result of this proposal: 12 valid votes, 12 voted in favour of this proposal, 0 voted
against and 0 abstained from voting.
6. The Proposal on the Payment Plan of Remuneration to Directors and
Supervisors for 2015
In view of the fact that there are less than three directors without significant material interests
in the proposal, the Board unanimously agreed that this proposal shall be submitted to the
shareholders’ general meeting for consideration.
The views of Independent Non-executive Directors on this proposal: Agree.
2
In accordance with the relevant regulations of the State, from January 2015, remuneration of the
Chairman of the Board of Directors, the President, the Chairman of the Board of Supervisors
and Executive Directors of the Bank is governed by the relevant government policies in relation
to the reforms of remuneration of persons in charge of central government-owned financial
enterprises. The Payment Plan of Remuneration to Directors and Supervisors for 2015 is
enclosed in Appendix 2.
The total remuneration before tax payable by the Bank to the directors, supervisors and senior
management for 2015 shall be approximately RMB16.095 million.
7. Considered and Approved the Proposal on the Appointment of Mr. Li
Yunze as Senior Executive Vice President of Industrial and Commercial
Bank of China Limited
Voting result of this proposal: 14 valid votes, 14 voted in favour of this proposal, 0 voted
against and 0 abstained from voting.
The Bank resolved at the meeting of the Board that Mr. Li Yunze be appointed as Senior
Executive Vice President of the Bank, subject to approval of the China Banking Regulatory
Commission (the “CBRC”). His term of office as Senior Executive Vice President of the Bank
will commence on the date when the approval from the CBRC is obtained. The biography of
Mr. Li Yunze is enclosed in Appendix 3.
As at the date of this announcement, Mr. Li Yunze has not held any other directorships in any
listed companies, and other administrative position in the Bank or the subsidiaries of the Bank
in the last three years. Mr. Li Yunze does not have any relationship with any director, any other
senior management, any substantial shareholder or controlling shareholder of the Bank, nor
does he hold any interest in the shares of the Bank within the meaning of Part XV of the Hong
Kong Securities and Futures Ordinance.
The views of Independent Non-executive Directors on this proposal: Agree.
8. Considered and Approved the Proposal on the Employment Plan of the
Group for 2017
Voting result of this proposal: 14 valid votes, 14 voted in favour of this proposal, 0 voted
against and 0 abstained from voting.
9.Considered and Approved the Proposal on Revisions to the Basic
Regulations of Industrial and Commercial Bank of China on Internal
Control
Voting result of this proposal: 14 valid votes, 14 voted in favour of this proposal, 0 voted
against and 0 abstained from voting.
3
10.Considered and Approved the Proposal on Renewal of the Liability
Insurance for Directors, Supervisors and Senior Management Members
for 2016–2017
Voting result of this proposal: 14 valid votes, 14 voted in favour of this proposal, 0 voted
against and 0 abstained from voting.
Appendix 1: Payment Plan of Remuneration to Senior Management Members for 2015
Appendix 2: Payment Plan of Remuneration to Directors and Supervisors for 2015
Appendix 3: Biography of Mr. Li Yunze
The Board of Directors of
Industrial and Commercial Bank of China Limited
Beijing, PRC
30 August 2016
As at the date of this announcement, the board of directors comprises Mr. YI Huiman and Mr. ZHANG Hongli as executive
directors, Ms. WANG Xiaoya, Ms. GE Rongrong, Mr. FU Zhongjun, Mr. ZHENG Fuqing, Mr. FEI Zhoulin and Mr. CHENG
Fengchao as non-executive directors, Sir Malcolm Christopher McCARTHY, Mr. Kenneth Patrick CHUNG, Mr. OR Ching Fai,
Mr. HONG Yongmiao, Mr. Anthony Francis NEOH and Mr. YANG Siu Shun as independent non-executive directors.
4
Appendix 1
Payment Plan of Remuneration to Senior Management Members for 2015
Unit: RMB10,000
Details of remuneration before tax received from
the Bank for 2015
Name
Position
Contribution by
the employer to
social insurance, Remuneration
Remuneration
annuities,
in other
payable
additional medical currencies
insurance and
housing allowance
1
Total
2
3
4=1+2+3
Obtain
remuneration
from shareholder
entities or other
related parties or
not
Senior Management members incumbent at the end of 2015
Jiang Jianqing
Chairman of the Board,
Executive Director
65.25
20.88
—
86.13
No
Yi Huiman
Vice Chairman of
the Board, Executive
Director, President
65.25
20.88
—
86.13
No
Zhang Hongli
Executive Director,
Senior Executive Vice
President
58.70
17.84
—
76.54
No
Wang Xiquan
Executive Director,
Senior Executive Vice
President
58.67
17.84
—
76.51
No
Gu Shu
Senior Executive Vice
President
58.59
17.84
—
76.43
No
Wang Jingdong
Senior Executive Vice
President
58.45
17.84
—
76.28
No
Wang Lin
Secretary of Party
Discipline Committee
24.43
7.65
—
32.09
No
Hu Hao
Senior Executive Vice
President,
Board Secretary
137.94
29.83
—
167.77
No
Wei Guoxiong
Chief Risk Officer
153.90
30.92
—
184.81
No
Senior Management members leaving office in 2015
Zheng
Wanchun
Senior Executive Vice
President
48.65
15.65
—
64.30
No
Lin Xiaoxuan
Chief Information
Officer
76.79
15.96
—
92.76
No
5
Notes:
1.
From January 2015, remuneration of the Chairman of the Board of Directors, the President, Executive Directors, Senior
Executive Vice Presidents and the Secretary of Party Discipline Committee of the Bank is governed by the relevant
government policies in relation to the reforms of remuneration of persons in charge of central government-owned financial
enterprises. The remuneration before tax payable to the Chairman of the Board, the President, Executive Directors and other
senior management members of the Bank set out in the table above represents the total amount of remuneration for each of
these individuals for 2015, which includes figures disclosed in the 2015 Annual Report of the Bank.
2.
The remuneration of each of the senior management members who were incumbent or ceased to assume the position in 2015
was calculated based on the period when such person assumed the position. The remuneration of Mr. Hu Hao for 2015 was
calculated based on his different positions: Board Secretary for the period from January 2015 to October 2015 and Senior
Executive Vice President for the period from November 2015 to December 2015.
3.
Pursuant to relevant government regulations, as part of the total remuneration before tax payable to the chief officers and the
Board Secretary for 2015, payment of 50% or more of the performance-based salary will be deferred. The deferred amount
will be accrued in the Bank’s accounts and withheld from the payment of remuneration to the said individuals for 2015. The
deferred payment will be made having regard to the operating performance and status for the years 2016 to 2018, and the
proportion payable each year will be one third of the amount. The deferred payment for the performance-based salaries of
Hu Hao, as the former Board Secretary, for 2015 reached RMB420,100 and the actual amount of remuneration paid (pretax) for 2015 was RMB1,257,600. The deferred payment for the performance-based salaries of Wei Guoxiong, as the former
Chief Risk Officer, for 2015 reached RMB504,500 and the actual amount of remuneration paid (pre-tax) for 2015 was
RMB1,343,600. The deferred payment for the performance-based salaries of Lin Xiaoxuan, as the former Chief Information
Officer, for 2015 reached RMB251,500 and the actual amount of remuneration paid (pre-tax) for 2015 was RMB676,100.
4.
Please refer to the 2015 Annual Report of the Bank for the start and the end of the respective terms of office in respect of
Senior Management members of the Bank. Changes in the employment of Senior Management members of the Bank from
2015 until now are shown as follows:
(1) In May 2016, Mr. Jiang Jianqing ceased to act as Chairman of the Board and Executive Director due to his age.
(2) In May 2016, the Board elected Mr. Yi Huiman to act as Chairman of the Board. Meanwhile, Mr. Yi Huiman resigned
from the position of President of the Bank. According to relevant regulations, Mr. Yi Huiman shall act as President
until the new President is elected with qualifications approved by the CBRC. In June 2016, the qualification of Mr. Yi
Huiman for acting as Chairman of the Board was approved by the CBRC.
(3) In June 2015, Mr. Zhang Hongli took office as Executive Director of the Bank.
(4) In June 2015, Mr. Wang Xiquan took office as Executive Director of the Bank. In July 2016, Mr. Wang Xiquan ceased
to act as Executive Director and Senior Executive Vice President of the Bank due to change of job assignment.
(5) In July 2015, Mr. Wang Lin took office as Secretary of Party Discipline Committee of the Bank.
(6) In November 2015, Mr. Hu Hao took office as Senior Executive Vice President of the Bank and simultaneously
continued to act as Board Secretary of the Bank. In July 2016, Mr. Hu Hao ceased to take the concurrent position of the
Board Secretary of the Bank.
(7) In July 2016, Mr. Wei Guoxiong ceased to act as Chief Risk Officer of the Bank due to his age.
(8) In October 2015, Mr. Zheng Wanchun ceased to act as Senior Executive Vice President of the Bank due to change of
job assignment.
(9) In June 2015, Mr. Lin Xiaoxuan ceased to act as Chief Information Officer of the Bank due to change of job
assignment.
(10) In July 2016, Mr. Li Yunze took office as member of the Senior Management of the Bank.
(11) In July 2016, Mr. Wang Bairong took office as Chief Risk Officer of the Bank.
(12) In July 2016, Mr. Guan Xueqing took office as Board Secretary of the Bank.
6
Appendix 2
Payment Plan of Remuneration to Directors and Supervisors for 2015
Unit: RMB10,000
Details of remuneration before tax received from
the Bank for 2015Note 1
Name
Position
Contribution by
the employer to
social insurance, Remuneration
Remuneration
annuities,
in other
payable
additional medical currencies
insurance and
housing allowance
1
Total
2
3
4=1+2+3
Obtain
remuneration
from shareholder
entities or other
related parties or
not
Directors and Supervisors incumbent at the end of 2015
Jiang Jianqing
Chairman of the Board,
Executive Director
65.25
20.88
—
86.13
No
Yi Huiman
Vice Chairman of
the Board, Executive
Director, President
65.25
20.88
—
86.13
No
Qian Wenhui
Chairman of the Board
of Supervisors
54.38
17.49
—
71.86
No
Zhang Hongli
Executive Director,
Senior Executive Vice
President
58.70
17.84
—
76.54
No
Wang Xiquan
Executive Director,
Senior Executive Vice
President
58.67
17.84
—
76.51
No
Wang Xiaoya
—
—
—
—
Yes
Ge Rongrong
—
—
—
—
Yes
Fu Zhongjun
—
—
—
—
Yes
Zheng Fuqing Non-executive Director
—
—
—
—
Yes
Fei Zhoulin
—
—
—
—
Yes
Cheng
Fengchao
—
—
—
—
Yes
7
Details of remuneration before tax received from
the Bank for 2015Note 1
Name
Position
Contribution by
the employer to
social insurance, Remuneration
Remuneration
annuities,
in other
payable
additional medical currencies
insurance and
housing allowance
Total
Obtain
remuneration
from shareholder
entities or other
related parties or
not
1
2
3
4=1+2+3
Malcolm
Christopher
McCarthy
43.00
—
—
43.00
Yes
Kenneth
Patrick Chung
44.00
—
—
44.00
Yes
47.00
—
—
47.00
Yes
47.00
—
—
47.00
Yes
Yi Xiqun
46.25
—
—
46.25
Yes
Anthony
Francis Neoh
33.00
—
—
33.00
Yes
Note 3
135.40
29.63
—
165.03
No
Dong Juan
External Supervisor
—
—
—
—
No
Qu Qiang
Note 4
0.78
—
—
0.78
No
Zhang Wei
Employee Supervisor
5.00
—
—
5.00
No
Hui Ping
Note 5
1.25
—
—
1.25
No
Or Ching Fai
Hong
Yongmiao
Wang Chixi
Independent Nonexecutive Director Note 2
Shareholder Supervisor
Directors and Supervisors leaving office in 2015
Zhao Lin
Chairman of the Board
of Supervisors
32.63
10.24
—
42.86
No
Li Jun
Non-executive Director
—
—
—
—
Yes
11.75
—
—
11.75
Yes
27.22
—
—
27.22
Yes
3.75
—
—
3.75
No
Wong Kwong
Independent NonShing, Frank executive Director Note 2
Meng Yan
Li Mingtian
External Supervisor
Note 4
Employee Supervisor
Note 5
8
Notes:
1.
From January 2015, remuneration of the Chairman of the Board of Directors, the President, the Chairman of the Board of
Supervisors and Executive Directors of the Bank is governed by the relevant government policies in relation to the reforms
of remuneration of persons in charge of central government-owned financial enterprises. The remuneration before tax
payable to the Chairman of the Board, the President, the Chairman of the Board of Supervisors, Directors and Supervisors of
the Bank set out in the table above represents the total amount of remuneration for each of these individuals for 2015, which
includes figures disclosed in the 2015 Annual Report of the Bank.
2.
The basis for determining the amount of allowance to be paid to the Independent Non-executive Directors of 2015 is that
each Independent Non-executive Director is entitled to a basic allowance of RMB300,000 per person per annum. Each
Independent Non-executive Director will also be entitled to an additional allowance of RMB50,000 per annum for being
a chairman of each of the special board committees, an additional allowance of RMB40,000 per annum for being a vice
chairman of each of the special board committees and an additional allowance of RMB30,000 per annum for being a
member of each of the special board committees.
3.
The total remuneration before tax of Shareholder Supervisor for 2015 was determined pursuant to the actual duties and
responsibilities of such individual. Pursuant to regulations of the CBRC, as part of the total remuneration before tax
payable to the Shareholder Supervisor for 2015, payment of 40% or more of the performance-based salary will be deferred.
The deferred amount will be accrued in the Bank’s accounts and withheld from the payment of remuneration to the said
individual for 2015. The deferred payment will be made having regard to the operating performance and status for the
years 2016 to 2018, and the proportion payable each year will be one third of the amount. The deferred payment for
the performance-based salaries of the Shareholder Supervisors for 2015 reached RMB355,600 and the actual amount of
remuneration paid (pre-tax) for 2015 was RMB1,294,700.
4.
The allowance (pre-tax) for the External Supervisors for 2015 is determined based on the allowance policy adopted at the
first extraordinary general meeting of 2007 and with reference to the actual duties and responsibilities of such individuals.
Pursuant to relevant government regulations, Ms. Dong Juan has not received any allowance from the Bank since 1 April
2014.
5.
The allowance (pre-tax) for the Employee Supervisors for 2015 is calculated as 20% of the basic allowance of an External
Supervisor and determined based on actual duties and responsibilities of such individuals. Such remuneration of the
Employee Supervisors as indicated in the table above is the allowance for acting as Employee Supervisor of the Bank, and
excludes remuneration received by these Supervisors for other positions assumed in the Bank.
6.
Please refer to the 2015 Annual Report of the Bank for the start and the end of the respective terms of office of Directors
and Supervisors of the Bank. Changes in the employment of Directors and Supervisors of the Bank from 2015 until now are
shown as follows:
(1) In May 2016, Mr. Jiang Jianqing ceased to act as Chairman of the Board and Executive Director due to his age.
(2) In May 2016, the Board elected Mr. Yi Huiman to act as Chairman of the Board. Meanwhile, Mr. Yi Huiman resigned
from the position of President of the Bank. According to relevant regulations, Mr. Yi Huiman shall act as President
until the new President is elected with qualifications approved by the CBRC. In June 2016, the qualification of Mr. Yi
Huiman for acting as Chairman of the Board was approved by the CBRC.
(3) In June 2015, Mr. Qian Wenhui took office as Chairman of the Board of Supervisors of the Bank.
(4) In June 2015, Mr. Zhang Hongli took office as Executive Director of the Bank.
(5) In June 2015, Mr. Wang Xiquan took office as Executive Director of the Bank. In July 2016, Mr. Wang Xiquan ceased
to act as Executive Director and Senior Executive Vice President of the Bank due to change of job assignment.
(6) In February 2015, Mr. Zheng Fuqing took office as Non-executive Director of the Bank.
(7) In March 2015, Mr. Fei Zhoulin took office as Non-executive Director of the Bank.
(8) In March 2015, Mr. Cheng Fengchao took office as Non-executive Director of the Bank.
9
(9) In April 2016, Mr. Yi Xiqun ceased to act as Independent Non-executive Director of the Bank due to work reasons.
(10) In April 2015, Mr. Anthony Francis Neoh took office as Independent Non-executive Director of the Bank.
(11) In June 2016, Ms. Wang Chixi ceased to act as Shareholder Supervisor of the Bank due to her age.
(12) In June 2016, Ms. Dong Juan ceased to act as External Supervisor of the Bank due to expiry of the term of office.
(13) In December 2015, Mr. Qu Qiang took office as External Supervisor of the Bank.
(14) In June 2016, Mr. Zhang Wei ceased to act as Employee Supervisor of the Bank due to change of job assignment. In
the same month, Mr. Zhang Wei took office as Shareholder Supervisor of the Bank.
(15) In September 2015, Mr. Hui Ping took office as Employee Supervisor of the Bank.
(16) In June 2015, Mr. Zhao Lin ceased to act as Supervisor and the Chairman of the Board of Supervisors of the Bank due
to his age.
(17) In March 2015, Mr. Li Jun ceased to act as Non-executive Director of the Bank due to expiry of the term of office.
(18) In April 2015, Mr. Wong Kwong Shing, Frank ceased to act as Independent Non-executive Director of the Bank due to
expiry of the term of office.
(19) In December 2015, Mr. Meng Yan ceased to act as External Supervisor of the Bank due to expiry of the term of office.
(20) In September 2015, Mr. Li Mingtian ceased to act as Employee Supervisor of the Bank due to expiry of the term of
office.
(21) In April 2016, Mr. Yang Siu Shun took office as Independent Non-executive Director of the Bank.
(22) In June 2016, Mr. Huang Li took office as Employee Supervisor of the Bank.
(23) In June 2016, Mr. Shen Bingxi took office as External Supervisor of the Bank.
7.
Ms. Wang Xiaoya, Ms. Ge Rongrong, Mr. Fu Zhongjun, Mr. Zheng Fuqing, Mr. Fei Zhoulin, Mr. Cheng Fengchao and Mr.
Li Jun received remuneration from Central Huijin Investment Ltd. for performing duties as Directors of the Bank.
8.
As the Bank’s Independent Non-executive Directors and External Supervisors served as directors or senior management
of other legal persons or organizations other than the Bank or the controlled subsidiaries of the Bank, such legal persons
or organizations became related parties of the Bank. The Bank’s Independent Non-executive Directors and some External
Supervisors obtained remuneration from such related parties. Except to the extent of the aforementioned circumstances, none
of the Bank’s Directors and Supervisors received remuneration from related parties of the Bank in 2015.
10
Appendix 3
Biography of Mr. Li Yunze
Mr. Li Yunze, male, Chinese, was born in September 1970.
Mr. Li Yunze joined China Construction Bank (CCB) in July 1993, and had previously served as
the Vice President of CCB Tianjin Branch and the Deputy General Manager of the Planning and
Finance Department of CCB Head Office. He took office as the General Manager of the Strategic
Planning and Equity Investment Department of CCB Head Office in April 2011 and the President of
CCB Chongqing Branch in March 2015.
Mr. Li Yunze graduated from Tianjin University, and received a Master’s degree in Executive
Business Administration from Peking University.
11