(Reviewed and passed at the 25th meeting of the sixth Board of Directors)
Article I. For the purpose of standardizing the nomination and election of directors for the 7th Board of Directors of the Industrial Bank Co., Ltd. (hereinafter referred to as “the Bank”), these measures have been stipulated in accordance with the Company Law of the People’s Republic of China, the rules and regulations of China Banking Regulatory Commission and China Securities Regulatory Commission and the Articles of Association of the Industrial Bank Co., Ltd (hereinafter referred to the “Articles of Association”).Article II. The 7th Board of Directors of the Bank will comprise of 15 directors, of which, the number of shareholder representatives shall not be less than one third, i.e. not less than 5 (actually 6); the number of senior management members shall not be less than one fourth, i.e. not less than 4 (actually 4) and the number of independent directors shall not be less than one third, i.e. not less than 5 (actually 5), including at least one accounting professional. There are no employee representative directors in the 7th Board of Directors.
Article III. The conditions and qualifications for director candidates shall comply with national laws, rules and regulations and the Articles of Association of the Bank.
Article IV. Nomination of director candidates shall follow the principles of compliance, professionalism and representation.
Article V. Methods and procedures for the nomination of director candidates:
(I) Candidates for directors to be assumed by shareholder representatives and senior management members within the number of proposed directors, may be nominated by the previous Board of Directors; shareholders who separately hold or jointly hold more than three percent of the issued shares of the Bank may nominate candidates to the Board of Directors provided that the number of candidates must comply with the Articles of Association and shall be no more than the number of proposed directors. If the number of director candidates nominated by the shareholders who separately hold or jointly hold more than three percent of the issued shares of the Bank is less than the number they may nominate, the remaining number of candidates may be left to the shareholders who may nominate director candidates as per their ownership rights.
Shareholders shall not nominate both director and supervisor candidates to the General Shareholders’ Meeting.
(II) The Board of Directors, the Board of Supervisors and any shareholder who independently holds or any shareholders who jointly hold over one percent of issued shares of the Bank may nominate candidates for independent directors. Shareholders who have nominated candidates for shareholder directors are not permitted to nominate candidates for independent directors. A single shareholder can only nominate one candidate for independent director, and cannot nominate both independent directors and external supervisors.
The nominator of an independent director shall obtain the consent of the nominee prior to nomination. The nominator shall fully understand the occupation, education background, title, detailed work experience and part-time jobs of the nominee and express its opinion on the qualification and independence of the independent director candidate. The nominee shall make a statement that there is not any relationship with the Bank that may affect his/her independent objective judgment. Prior to appointment, the independent director shall declare and guarantee to the Board of Directors that he/she has sufficient time and energy to fulfill his/her duties and promise to excise due diligence.
Article VI. Procedures for nomination of director candidates
(I) Eligible shareholders may nominate director candidates within thirty days after the Board of Directors reviews and approves the Measures and publishes said Measures;
(II) The Board of Directors will receive nominations for director candidates and authorize its Executive Committee to put forward a list of proposed director candidates after considering the opinions of all parties;
(III) The Nomination Committee of the Board of Directors will review the qualifications of each candidate and make a resolution which will be submitted to the Board of Directors for discussion;
(IV) The Board of Directors will discuss the list of director candidates. If the number of candidates is not more than the proposed number for election, the Board of Directors will submit the list of eligible candidates to the General Shareholders’ Meeting for equal-number election; if the number of candidates is more than the proposed number for election and all the candidates meet the qualifications and conditions as per laws, rules and regulations and the Articles of Association of the Bank, the Board of Directors will nominate the candidates respectively in the three categories of shareholder candidates, senior management member candidates and independent director candidates in differential number, and submit the list of nominated candidates to the General Shareholders’ Meeting for equal-number election. The order of director candidates submitted to the General Shareholders’ Meeting: in the order of ownership rights held by candidates for shareholder director candidates, in the order of title and service time for senior management member candidates, and in the order of character strokes in the surname for independent director candidates.
Article VII. Prior to the general shareholders’ meeting, the Board of Directors shall disclose the resumes and profiles of the director candidates to the shareholders so that shareholders can have an understanding of the candidates at the time of voting.
Prior to the general shareholders’ meeting, director candidates shall give written undertakings to accept their nomination, to warrant the truthfulness and completeness of the candidate’s information that has been publicly disclosed and to promise to earnestly perform their duties and obligations once elected.
Article VIII. No cumulative voting system will be adopted in the election of this Board of Directors.
Article IX. The qualifications of directors of the Bank shall be subject to the final approval of Fujian Bureau of China Banking Regulatory Commission.
Article X. Directors of the Bank will be elected or replaced by the general shareholders’ meeting. The term of each director is three years. Upon expiration, each director may be re-elected or re-appointed.
Upon expiration, an independent director may be re-elected or re-appointed, provided that the total length of appointment does not exceed six years.
Article XI. The Measures shall come into effect on the date of approval by the Board of Directors. The Measures are prepared and amended by the Board of Directors and interpreted by the Board of Directors.