The board of directors and the senior management shall support and cooperate with the work related to the performance evaluation of directors and supervisors, and be responsible for the authenticity, accuracy, completeness and timeliness of the materials provided by them. Article 5 The Insurance Regulatory Commission of Bank of China (hereinafter referred to as China Banking and Insurance Regulatory Commission, China) and its dispatched offices shall supervise and manage the performance evaluation of directors and supervisors of banking and insurance institutions according to law, and incorporate the performance evaluation of directors and supervisors into the corporate governance supervision evaluation. Article 6 The performance evaluation of directors and supervisors shall follow the principles of legal compliance, objectivity and fairness, unified standards, scientific effectiveness and strict accountability. Chapter II Evaluation Contents Section 1 Basic Duties Article 7 Directors and supervisors shall fully understand their rights, obligations and responsibilities, faithfully and diligently perform their fiduciary duties and commitments in strict accordance with laws, regulations, regulatory provisions and the company's articles of association, serve the best interests of banking and insurance institutions and all shareholders, and safeguard the legitimate rights and interests of stakeholders. Article 8 Directors and supervisors shall have good conduct, reputation, law-abiding and compliance records, abide by high professional ethics standards, have knowledge, experience, ability and energy suitable for their duties, and maintain the independence required for performing their duties and the financial stability of individuals and families.
Directors and supervisors shall not accept illegitimate interests in the course of performing their duties, seek personal gain or occupy the property of bank insurance institutions by taking advantage of their powers and positions, harm the interests of bank insurance institutions for the benefit of shareholders, or harm the legitimate rights and interests of stakeholders. Article 9 Before taking office, directors and supervisors shall sign a written commitment of due diligence, ensure that the secrets of banking and insurance institutions are strictly kept, and have enough time and energy to perform their duties. Directors and supervisors shall keep their promises. Article 10 Directors and supervisors shall truthfully inform the banking and insurance institutions of their positions and part-time jobs, so as to ensure that their positions meet the regulatory requirements and there is no conflict of interest with the banking and insurance institutions. Article 11 Directors and supervisors shall, in accordance with relevant regulations, timely report to the board of directors and the board of supervisors the related relationship, concerted action relationship and their changes. Directors and supervisors shall strictly abide by the relevant provisions on related party transactions and avoidance of performance of duties. Article 12 Directors and supervisors shall adhere to the principle of fairness when performing their duties, especially when making decisions on matters that may have different effects on different shareholders. Directors and supervisors shall report to the board of directors and the board of supervisors or take the initiative to report to the regulatory authorities if they find that shareholders, other units and individuals have improperly interfered or restricted the banking insurance institutions. Article 13 Directors and supervisors shall keep abreast of corporate governance, strategic management, business investment, risk management, internal control and compliance, financial accounting and other aspects. Participate in the deliberations according to law, put forward opinions and suggestions, exercise voting rights, make independent, professional and objective judgments on matters within the scope of duties, improve the quality of decision-making by the board of directors and supervision by the board of supervisors, and promote and supervise the implementation of resolutions of shareholders (shareholders' meetings), the board of directors and the board of supervisors.
Directors and supervisors should take the initiative to pay attention to the evaluation of bank insurance institutions by regulatory authorities, market intermediaries, media and the public, and continue to track the accountability of rectification of problems found by regulatory authorities. Article 14 Independent directors and external supervisors shall work in banks and insurance institutions for no less than 65,438+05 working days each year.
The chairmen of the Risk Management Committee, Audit Committee and Related Party Transaction Control Committee of the Board of Directors shall work in the banking and insurance institutions for at least 20 working days each year. Article 15 Directors and supervisors shall attend more than two thirds of the on-site meetings of the board of directors and the board of supervisors in person every year. If he is unable to attend for some reason, he shall entrust other directors and supervisors to attend in writing, and the power of attorney shall specify the personal opinions and voting intentions of the directors and supervisors on the proposal; Independent directors may not entrust non-independent directors to attend on their behalf.
The "on-the-spot meeting" mentioned in the preceding paragraph refers to the meeting held by means of on-the-spot, video and telephone. , which can ensure the instant communication and discussion of participants. Article 16 Where directors and supervisors fail to be re-elected in time upon expiration of their term of office, directors' resignation during their term of office leads to a quorum of the board of directors or two-thirds of the number stipulated in the Articles of Association, and supervisors' resignation during their term of office leads to a quorum of the board of supervisors. Before the re-elected directors and supervisors take office, the original directors and supervisors shall still perform their duties in accordance with laws, regulations, regulatory provisions and the Articles of Association. If the number of independent directors on the board of directors is less than one third due to the resignation of independent directors during their term of office, the independent directors shall continue to perform their duties before the new independent directors take office, except for resignation and dismissal due to loss of independence.