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MarketScreener Homepage  >  Equities  >  Hong Kong Stock Exchange  >  Bank of China Limited    3988   CNE1000001Z5

BANK OF CHINA LIMITED

(3988)
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Bank of China : Announcement-Resolutions of the Board of Directors

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09/23/2020 | 06:25am EDT

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.

中 國 銀 行 股 份 有 限 公 司

BANK OF CHINA LIMITED

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3988 and 4619 (Preference Shares))

ANNOUNCEMENT

Resolutions of the Board of Directors

Bank of China Limited (the "Bank") held the 2020 sixth meeting of the Board of Directors and the meeting was held as an on-site meeting on 23 September 2020 in Beijing. The meeting notice was sent to all Directors and Supervisors of the Bank on 17 September 2020 by means of written documents and emails. 15 Directors were eligible to attend the meeting and 13 Directors attended the meeting in person. Independent Non-executive Directors Ms. Angela Chao and Mr. Chui Sai Peng Jose both appointed Independent Non-executive Director Mr. Jiang Guohua as their authorized proxy to attend and vote on their behalf. Non-voting attendees to the meeting included members of the Board of Supervisors and the Senior Management. The convening of the meeting is in compliance with applicable laws, administration regulations, bylaws, normative documents, including the Company Law of the People's Republic of China, and the Articles of Association of Bank of China Limited. Chairman Mr. Liu Liange chaired the meeting. The following proposals were considered and approved by open ballot by the Directors who were present at the meeting:

1. Remuneration Distribution Plan for the Chairman of the Board of Directors in 2019

For: 14  Against: 0  Abstain: 0

Independent Non-executive Directors commented on this proposal as follows: Agree. Mr. Liu Liange abstained from voting on this proposal due to conflict of interest.

1

2. Remuneration Distribution Plan for the Executive Directors in 2019

For: 13  Against: 0  Abstain: 0

Independent Non-executive Directors commented on this proposal as follows: Agree.

Mr. Wang Wei and Mr. Lin Jingzhen abstained from voting on this proposal due to conflict of interest.

3. Remuneration Distribution Plan for other Senior Management Members in 2019

For: 15  Against: 0  Abstain: 0

Independent Non-executive Directors commented on this proposal as follows: Agree.

The above mentioned proposal 1 and 2 will be submitted to the Shareholders' Meeting of the Bank for consideration and approval. The notice and meeting materials for the Shareholders' Meeting of the Bank will be announced in due course.

In addition, the Remuneration Distribution Plan for Chairman of the Board of Supervisors and Shareholder Supervisor of the Bank in 2019 has been considered and approved by the Board of Supervisors. It will be submitted to the Shareholders' Meeting of the Bank for consideration and approval. Please refer to Appendix for Remuneration for Directors, Supervisors and Senior Management Members of the Bank in 2019.

Appendix:

Remuneration for Directors, Supervisors and Senior Management Members of the Bank in 2019

The Board of Directors of

Bank of China Limited

Beijing, PRC

23 September 2020

As at the date of this announcement, the directors of the Bank are: Liu Liange, Wang Jiang, Wang Wei, Lin Jingzhen, Zhao Jie*, Xiao Lihong*, Wang Xiaoya*, Zhang Jiangang*, Chen Jianbo*, Wang Changyun#, Angela Chao#, Jiang Guohua#, Martin Cheung Kong Liao#, Chen Chunhua# and Chui Sai Peng Jose#.

*  Non-executive Directors

#Independent Non-executive Directors

2

Appendix

2019 Annual Remuneration for Directors, Supervisors and Senior Management Members of Bank of China Limited

Remuneration before tax from the Bank in 2019

(RMB10,000)

Contribution by

the employer to

social insurance,

enterprise

Whether

annuity,

remunerated by

supplementary

shareholding

medical insurance

companies or

Starting and ending time of

Remuneration

and housing

Other monetary

Total

other connected

Name

Position

the term of office

payable (1)

provident fund (2)

income (3)

(4)=(1)+(2)+(3)

parties

Incumbent Directors, Supervisors and Senior Management Members

LIU Liange

Chairman

From October 2018 to the date of the

80.69

16.86

-

97.55

No

Annual General Meeting in 2021

WANG Jiang

Vice Chairman,

From January 2020 to the date of the

-

-

-

-

-

President

Annual General Meeting in 2022

WANG Wei

Executive Director,

From June 2020 to the date of the

6.05

1.37

-

7.42

No

Executive Vice

Annual General Meeting in 2023

President

LIN Jingzhen

Executive Director,

From February 2019 to the date of the

72.47

16.49

-

88.96

No

Executive Vice

Annual General Meeting in 2021

President

ZHAO Jie

Non-executive

From August 2017 to the date of the

-

-

-

-

Yes

Director

Annual General Meeting in 2023

XIAO Lihong

Non-executive

From August 2017 to the date of the

-

-

-

-

Yes

Director

Annual General Meeting in 2023

WANG Xiaoya

Non-executive

From August 2017 to the date of the

-

-

-

-

Yes

Director

Annual General Meeting in 2023

ZHANG Jiangang

Non-executive

From July 2019 to the date of the

-

-

-

-

Yes

Director

Annual General Meeting in 2022

CHEN Jianbo

Non-executive

From June 2020 to the date of the

-

-

-

-

Yes

Director

Annual General Meeting in 2023

WANG Changyun

Independent

From August 2016 to the date of the

62.08

-

-

62.08

Yes

Director

Annual General Meeting in 2022

Angela CHAO

Independent

From January 2017 to the date of the

45.00

-

-

45.00

Yes

Director

Annual General Meeting in 2022

JIANG Guohua

Independent

From December 2018 to the date of the

45.49

-

-

45.49

Yes

Director

Annual General Meeting in 2021

Martin Cheung

Independent

From September 2019 to the date of the

14.63

-

-

14.63

Yes

  Kong LIAO

Director

Annual General Meeting in 2022

CHEN Chunhua

Independent

From July 2020 to the date of the

-

-

-

-

-

Director

Annual General Meeting in 2022

CHUI Sai Peng Jose

Independent

From September 2020 to the date of the

-

-

-

-

-

Director

Annual General Meeting in 2022

3

Remuneration before tax from the Bank in 2019

(RMB10,000)

Contribution by

the employer to

social insurance,

enterprise

Whether

annuity,

remunerated by

supplementary

shareholding

medical insurance

companies or

Starting and ending time of

Remuneration

and housing

Other monetary

Total

other connected

Name

Position

the term of office

payable (1)

provident fund (2)

income (3)

(4)=(1)+(2)+(3)

parties

WANG Xiquan

Chairman of

From November 2016 to the date of the

80.69

16.86

-

97.55

No

the Board of

Annual General Meeting in 2022

Supervisors

WANG Zhiheng

Employee

From December 2018 to the date of the

5.00

-

-

5.00

No

Supervisor

2021 Employee Delegates' Meeting

LI Changlin

Employee

From December 2018 to the date of the

5.00

-

-

5.00

No

Supervisor

2021 Employee Delegates' Meeting

LENG Jie

Employee

From December 2018 to the date of the

5.00

-

-

5.00

No

Supervisor

2021 Employee Delegates' Meeting

JIA Xiangsen

External

From May 2019 to the date of the

14.47

-

-

14.47

No

Supervisor

Annual General Meeting in 2022

ZHENG Zhiguang

External

From May 2019 to the date of the

14.47

-

-

14.47

No

Supervisor

Annual General Meeting in 2022

SUN Yu

Executive Vice

From February 2019

72.62

16.49

-

89.11

No

President

ZHENG Guoyu

Executive Vice

From May 2019

42.36

9.87

-

52.23

No

President

XIAO Wei

Chief Audit

From November 2014

180.24

16.61

2.15

199.00

No

Officer

LIU Qiuwan

Chief Information

From June 2018

179.53

17.32

2.15

199.00

No

Officer

LIU Jiandong

Chief Risk Officer

From February 2019

149.59

14.51

1.73

165.83

No

MEI Feiqi

Secretary to the

Company Secretary from March 2018,

177.08

17.43

4.49

199.00

No

Board of Directors

and Secretary to the Board of Directors

and Company

from April 2018

Secretary

Former Directors, Supervisors and Senior Management Members

CHEN Siqing

Chairman

From April 2014 to April 2019

26.90

5.73

-

32.63

No

WU Fulin

Executive Director,

From February 2019 to January 2020

72.61

16.49

-

89.10

No

Executive Vice

President

LI Jucai

Non-executive

From September 2015 to June 2019

-

-

-

-

Yes

Director

LIAO Qiang

Non-executive

From September 2018 to March 2020

-

-

-

-

Yes

Director

LU Zhengfei

Independent

From July 2013 to July 2019

32.08

-

-

32.08

Yes

Director

LEUNG Cheuk Yan

Independent

From September 2013 to September

27.00

-

-

27.00

No

Director

2019

4

Remuneration before tax from the Bank in 2019

(RMB10,000)

Contribution by

the employer to

social insurance,

enterprise

Whether

annuity,

remunerated by

supplementary

shareholding

medical insurance

companies or

Starting and ending time of

Remuneration

and housing

Other monetary

Total

other connected

Name

Position

the term of office

payable (1)

provident fund (2)

income (3)

(4)=(1)+(2)+(3)

parties

LIU Wanming

Shareholder

From August 2004 to May 2019

85.87

6.75

1.33

93.95

No

Supervisor

CHEN Yuhua

External

From June 2015 to May 2019

9.76

-

-

9.76

No

Supervisor

PAN Yuehan

Chief Risk Officer

From April 2016 to January 2019

19.53

1.41

0.12

21.06

No

Notes:

  1. The remuneration disclosed in the above table is payable remuneration to the Chairman, Supervisors and Senior Management Members before tax during the reporting period (excluding annual performance salary of previous years paid in 2019).
  2. In accordance with the government regulations, since 1 January 2015, the Bank shall remunerate Chairman of the Board of Directors, President, Chairman of the Board of Supervisors and other deputy heads pursuant to the rules on remuneration reform for central enterprises.
  3. Some Independent Directors and External Supervisors of the Bank worked as the Independent Non-Executive Directors of other legal persons or organizations, which caused such legal persons or organizations nevertheless to be defined as connected parties of the Bank. Save as disclosed above, none of the Directors, Supervisors or Senior Management members of the Bank was remunerated by the connected parties of the Bank during the reporting period.
  4. Among the pretax remuneration paid to the Chief Audit Officer, the Chief Information Officer, the Chief Risk Officer, the Secretary to the Board of Directors and Shareholder Supervisor of the Bank, over 50% of the annual performance salary is paid in installments generally for no less than three years, according to the annual business performance of the following years. If the risk exposure exceeds usual level within the duties of the above mentioned personnel in a defined time period, the Bank will not pay the amounts payable, in part or in total.
  5. Non-executiveDirectors Mr. ZHAO Jie, Ms. XIAO Lihong, Ms. WANG Xiaoya, Mr. ZHANG Jiangang, Mr. CHEN Jianbo, Mr. LI Jucai and Mr. LIAO Qiang, were not remunerated by the Bank in 2019.
  6. The above mentioned 2019 annual remuneration regarding Directors and Senior Management members has been reviewed by the Personnel and Remuneration Committee of the Board of Directors and the Board of Directors, and that of Chairman of the Board of Supervisors and Shareholder Supervisors has been reviewed by the Board of Supervisors. The 2019 annual remuneration regarding the Chairman of the Board of Directors, Executive Directors, the Chairman of the Board of Supervisors and the Shareholder Supervisors is subject to the review and approval by the Shareholders' Meeting of the Bank.
  7. For job changes of directors, supervisors and Senior Management members named above, please refer to regular reports published by the Bank.

5

  1. The Bank remunerates Directors, Supervisors and Senior Management members who are employed by the Bank with salaries, bonuses, employer's contribution to compulsory insurances, housing allowances, and so on. Independent Directors receive Directors' rewards. Other Directors are not remunerated by the Bank. The Chairman of the Board of Directors, Executive Directors and Senior Management members do not receive any rewards from the Bank's subsidiaries. External Supervisors of the Bank are remunerated the same with Supervisors.
  2. The Bank incurred RMB17.1237 million in remuneration to its Directors, Supervisors and Senior Management members' services in 2019.

6

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Bank of China Ltd. published this content on 23 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 September 2020 10:24:04 UTC


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Sales 2020 570 B 85 228 M 85 228 M
Net income 2020 171 B 25 509 M 25 509 M
Net Debt 2020 - - -
P/E ratio 2020 3,60x
Yield 2020 8,56%
Capitalization 848 B 127 B 127 B
Capi. / Sales 2020 1,49x
Capi. / Sales 2021 1,42x
Nbr of Employees 306 232
Free-Float 99,0%
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Mean consensus OUTPERFORM
Number of Analysts 19
Average target price 3,03 CNY
Last Close Price 2,12 CNY
Spread / Highest target 89,0%
Spread / Average Target 43,2%
Spread / Lowest Target 7,80%
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NameTitle
Jiang Wang Vice Chairman & President
Xi Quan Wang Chairman-Supervisory Board
Lian Ge Liu Chairman
Liu Qiuwan Chief Information Officer
Chang Yun Wang Independent Non-Executive Director
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