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AIA Group Limited — Board/Management Information 2012
Sep 26, 2012
49833_rns_2012-09-26_e1b7ffd5-8d3e-4967-88de-edcbef23651b.pdf
Board/Management Information
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This announcement is for information purposes only and does not constitute an invitation or offer by any person to acquire, purchase or subscribe for securities. This announcement is not, and is not intended to be, an offer of securities of the Company for sale in the United States. The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the U.S. Securities Act. There is not, and is not intended to be, any public offering of the securities of the Company in the United States.
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.
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AIA Group Limited 友邦保險控股有限公司
(Incorporated in Hong Kong with limited liability)
Stock Code: 1299
RE-DESIGNATION OF DIRECTOR
The Board of Directors (the “Board”) of AIA Group Limited (the “Company”) is pleased to announce that Mr. Jack Chak-Kwong So (“Mr. So”), Non-executive Director of the Company, has been re-designated as an Independent Non-executive Director of the Company with effect from 26 September 2012.
Mr. So, aged 67, was appointed as a Non-executive Director of the Company on 28 September 2010 and has since been a member of the Audit Committee, Nomination Committee and Risk Committee of the Company. From August 2007 to September 2010, Mr. So served as an Independent Non-executive Director of American International Assurance Company, Limited, a wholly-owned subsidiary of the Company. He is currently an Independent Non-executive Director of Cathay Pacific Airways Limited. He served as Non-executive Vice Chairman of Credit Suisse (Greater China) in January 2008, stepping down from that position recently and remaining as independent Senior Advisor to Credit Suisse. Mr. So also served as an Executive Director of the Hong Kong Trade Development Council from 1985 to 1992 and was appointed as its Chairman in October 2007. He was also appointed by the HKSAR Government as the Chairman of the Film Development Council in 2007 and was awarded the Gold Bauhinia Star in 2011. He has been a member of the Chinese People’s Political Consultative Conference since 2008 and is a member of the International Business Leader Advisory Council for the Mayor of Beijing.
Subsequent to Mr. So’s change of role from Non-executive Vice Chairman to Senior Advisor to Credit Suisse (Greater China), the Board is satisfied and has demonstrated to the satisfaction of The Stock Exchange of Hong Kong Limited that Mr. So meets the independence requirements set out in Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). Since his appointment as a Non-executive Director of the Company on 28 September 2010, Mr. So has not held any executive or management role or function in the Company or its subsidiaries, except for attending the meetings of the Board and certain Board committees. At no time has Mr. So been employed by the Company or any of its subsidiaries.
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Mr. So’s remuneration is governed by a service contract entered into with the Company on 28 September 2010, as amended. Subject to any renewal, Mr. So’s service contract expires on 27 September 2013. Pursuant to the service contract Mr. So is entitled to receive an annual fee of US$215,000 for acting as an Independent non-executive Director, including serving as a member of each of the Audit, Nomination and Risk Committees. The fee was set by the Remuneration Committee with reference to prevailing market conditions and the duties and responsibilities of Mr. So within the Company.
As at the date of this announcement, Mr. So does not have any interest or short position in shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. Mr. So does not have any relationship with any director, senior management, substantial or controlling shareholders of the Company.
Save as disclosed above, there are no other matters concerning the re-designation of Mr. So as Independent Non-executive Director that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.
By order of the Board Mark Edward Tucker Executive Director, Group Chief Executive and President
Hong Kong, 26 September 2012
As at the date of this announcement, the Board of Directors of the Company comprises:
Non-executive Chairman and Non-executive Director:
Mr. Edmund Sze-Wing Tse
Executive Director, Group Chief Executive and President:
Mr. Mark Edward Tucker
Independent Non-executive Directors:
Mr. Jack Chak-Kwong So, Mr. Chung-Kong Chow, Dr. Qin Xiao, Mr. John Barrie Harrison and Mr. Barry Chun-Yuen Cheung
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