The shareholders’ meeting is the body of authority of Bank of China Limited (hereinafter the “Bank”). The shareholders’ meeting is responsible for making decisions on important issues of the Bank, including considering and approving the Bank’s profit distribution plan, annual financial budget and financial statements, changes in the Bank’s registered capital, adopting resolutions on matters such as the issuance of bonds and other securities, mergers and divisions, amending the Articles of Association of the Bank, electing and replacing directors, electing and replacing supervisors appointed from shareholder representatives and external supervisors and deciding the remuneration of such directors and supervisors.
According to the Articles of Association of the Bank, the procedures for shareholders to nominate candidates for election as directors of the Bank are set forth below:
1. Any shareholder who holds by himself or jointly with others 3% or more of the total number of voting shares of the Bank may, by submitting a written proposal to the shareholders’ meeting, recommend candidates for directors, provided the number of candidates nominated shall be in accordance with the provisions of the Articles of Association of the Bank (which provides that the board of directors shall be composed of 12 to 17 directors) and not exceed the number to be elected. Such proposal submitted by a shareholder to the Bank shall be served to the Bank at least fourteen days prior to the convening of the shareholders’ meeting.
2. Any shareholder who severally or jointly holds no less than 1% of the voting shares in the Bank may nominate candidates for independent director.
3. Prior to the convening of a shareholders’ meeting, the candidates for directors shall undertake in writing to accept the nomination, guarantee the accuracy and completeness of the disclosed materials, and to fulfill the obligations of the directors after being elected. Such undertakings in writing and other written materials in connection with such candidates shall be delivered to the Bank at least seven days prior to the shareholders’ meeting. The board of directors shall disclose to the shareholders detailed information on candidates for directors in accordance with relevant laws, regulations and the Articles of Association of the Bank prior to the convening of the shareholders’ meeting to ensure that the shareholders have sufficient knowledge of the candidates before they vote.
4. The time period for the delivery of the aforesaid written undertakings and materials (commencing on the date after the delivery of the notice of the shareholders’ meeting) shall be no less than seven days.
5. The consent of the nominees shall be obtained before nominating such persons as independent directors. The nominator shall be fully aware of such details of the nominee as his/her occupation, educational background, professional title, career details, and all concurrent positions, etc., and shall declare his/her opinion on the nominee’s qualification and independence for holding the position as an independent director. The nominee shall make a public statement that no relationship between himself/herself and the Bank will affect his/her independent decision making and objective judgment. The Bank’s board of directors shall make the afore-mentioned information public in accordance with applicable regulations and stipulations before the convening of the shareholders’ meeting at which the independent directors is to be elected.
6. The director candidate nominated by the shareholder shall commence serving as director of the Bank following consideration and approval at a shareholders’ meeting and the qualification review by relevant regulatory authorities.
