Responsibilities with respect to Financial Statements
Directors are responsible for the preparation of financial statements for every financial year and the interim period thereof which shall give a true and fair view of the business operations of the Company in accordance with the financial reporting standards issued by the Hong Kong Institute of Certified Public Accountants and through the consistent adoption of appropriate accounting policies and, subject to compliance with the Hong Kong Financial Reporting Standards, the implementation of the regulations on accounting treatment issued by the Ministry of Finance of the PRC and the CIRC.
Securities Transactions
The Company formulated guidelines on transactions of the Company’s securities that are applicable to directors, supervisors and all employees, and the terms of such guidelines are no less exacting than those set out in the Model Code. The Company enquired with all the Directors and Supervisors and they all confirmed that they had complied with the requirements under the Model Code and such guidelines during the Year. Following the codification of the obligations to disclose inside information in the SFO, the Company amended accordingly the guidelines on trading securities of the Company and such amendments were considered and approved by the Board on 25 March 2013. Independence of Independent Non-executive Directors
The Company has received the annual confirmation letters from all the Independent Non-executive Directors in relation to their independence. As of the date of this report, the Company is of the view that all the Independent Non- executive Directors are independent.
Directors’ Continuous Professional Development
Based on the experience and background of each of the newly-appointed directors, the Company arranges induction training sessions to help them better understand the Company. Such induction training sessions usually cover a brief introduction to the Company, its organisational structure, its business operation and management and its governance practices, among others, and also include meetings and communications with the Company’s senior management staff and surveys of some of the Company’s branches. Each newly-appointed director would receive, when joining the Board, a copy of the Directorship Guidelines which contains a brief introduction to the Company, its corporate governance, directors’ rights, obligations and duties, relevant laws, regulations, rules and internal rules of the Company, etc. The Directorship Guidelines is updated on a regular basis.
During the Year, the Directors received regularly documents, materials and information on the introductions of the Company’s business and operation, relevant laws and regulations, and on regulatory and governance matters. In addition, the Company encouraged all Directors to attend related trainings, the costs of which were borne by the Company.
The Year saw all Directors of the Company participating earnestly in continuous professional development. All Directors received trainings or were updated on researches conducted in areas of corporate governance, information
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ORPORATEG
OVERNANCER
EPORTDIRECTORS (continued)
Directors’ Continuous Professional Development (continued)
Wu Yan and Zhou Shurui: Attended various trainings and meetings organised by PICC Group to deepen their understanding of the relevant laws and regulations of the PRC and abroad and the regulatory requirements on issue and listing of H shares, information disclosure, connected transactions and continuing duties and obligations of directors, etc.
Wang Yincheng, Guo Shengchen, Wang He: Attended various trainings and meetings organised by PICC Group and various training sessions of the Classroom Shared with Presidents of the Company, which covered areas such as corporate governance, information disclosure, entrepreneurship, development of an enterprise’ soft power and impact enhancement, core values, new trends in informatisation development, intelligent insurance and China’s economic situation under the new international environment after the 18th CPC National Congress.
Yu Xiaoping: Attended various trainings and meetings organised by PICC Group to deepen her understanding of the relevant laws and regulations of the PRC and abroad and the regulatory requirements on issue and listing of H shares, information disclosure, connected transactions and continuing duties and obligations of directors, etc.; attended a seminar on “Enterprises: International Finance and Outbound Investment” organised by the Organisation Department of the CPC Central Committee at Beijing University during the period from 14 October to 28 October 2012. Li Tao: Attended various trainings and meetings organised by PICC Group to deepen his understanding of the relevant laws and regulations of the PRC and abroad and the regulatory requirements on issue and listing of H shares, information disclosure, connected transactions and continuing duties and obligations of directors, etc.; attended the Sixth Joint Meeting of Board Secretaries of Insurance Companies organised by the CIRC and the 2012 Annual Meeting of Corporate Governance Commission under the Insurance Association of China to learn the latest insurance regulatory policies and corporate governance knowledge.
Tse Sze-Wing, Edmund: Attended the “Training Seminar for Insurance Companies’ Directors, Supervisors and Senior Management Staff Newly Appointed in Year 2012” organised by the CIRC, which covered topics on current status of the insurance market and the Twelfth Five-year Plan, a seminar on the Insurance Law, interpretation of the ancillary rules of the Insurance Law, compliance operation and case management in the insurance sector, ways of dealing with commercial bribery in the insurance sector, crises management, dealing with media, etc; attended trainings provided by external providers of professional training on directors’ duties and Hong Kong competition law.
Luk Kin Yu, Peter: Attended trainings provided by external providers of professional training relating to independent directors’ duties, which covered areas of accounting, taxation, law, compliance, information disclosure, etc. Ding Ningning: continued to observe and research on movements of the on-going global financial crisis and changes in the Central Government’s macroeconomic policies during the period of Central Government leadership changes, and the outcome of his researches crystalised into achievements; was invited to lecture attendants of EMBA courses run by business schools of universities and training courses run by various government institutions.
Liao Li: continued to observe and research on corporate governance issues, chaired and attended a number of corporate governance-related academic seminars; lectured attendants of MBA and EMBA courses relating to corporate governance; his book specialising in corporate governance research and titled “Non-tradable Share Reform and China’s Capital Market” was published in 2012 (Commercial Press, 2012 edition).