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CITIC Limited — Board/Management Information 2011
Mar 3, 2011
49082_rns_2011-03-03_4bc63605-8a24-4ad2-928b-8e4c10a0877c.pdf
Board/Management Information
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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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(incorporated in Hong Kong with limited liability) (Stock Code: 267)
CHANGES TO THE BOARD AND CHANGE IN COMPOSITION OF AUDIT COMMITTEE AND REMUNERATION COMMITTEE
The board of directors (the “Board”) of CITIC Pacific Limited (the “Company”) announces the following changes:-
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appointment of Mr Gregory L. Curl as an Independent Non-executive Director and a member of the Remuneration Committee of the Company with effect from the conclusion of the Annual General Meeting of the Company to be held on 12 May 2011 (“the 2011 AGM”);
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appointment of Mr Francis Siu Wai Keung as an Independent Non-executive Director, the chairman of the Remuneration Committee and a member of the Audit Committee of the Company with effect from the conclusion of the 2011 AGM;
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resignation of Mr Willie Chang as a Non-executive Director and a member of both the Audit Committee and the Remuneration Committee of the Company, Mr Hansen Loh Chung Hon as an Independent Non-executive Director and a member of the Audit Committee of the Company and Mr Norman Ho Hau Chong as an Independent Non-executive Director and the chairman of the Remuneration Committee of the Company, all to be effective from the conclusion of the 2011 AGM;
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retirement of Mr Li Shilin and Mr Wang Ande as Executive Directors of the Company by rotation at the 2011 AGM pursuant to article 104(A) of the articles of association of the Company, and they will not offer themselves for re-election; and
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appointment of Mr Yin Ke, Non-executive Director of the Company, as a member of the Audit Committee of the Company with effect from the conclusion of the 2011 AGM.
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The Board of the Company announces the following changes:-
1. Appointment of Mr Gregory L. Curl as an Independent Non-executive Director and a member of the Remuneration Committee
Mr Gregory L. Curl , aged 62, has been appointed as an Independent Non-executive Director and a member of the Remuneration Committee of the Company with effect from the conclusion of the 2011 AGM.
Mr Curl joined Temasek Holdings (Private) Limited as President on 1 September 2010, following his retirement from Bank of America (“BAC”) in March 2010. He is also a director of the University of Virginia’s Jefferson Scholars Foundation. He brings with him a banking career of over 30 years. During his time with BAC, Mr Curl served in a number of senior executive capacities including Vice Chairman of Corporate Development, and last held the position of Chief Risk Officer. He was a director of The Enstar Group, Inc., Grupo Financiero Santander Serfin, and a non-executive director of China Construction Bank Corporation (listed on the Hong Kong Stock Exchange) until 24 June 2010.
Mr Curl received a Bachelor degree in Political Science from Southwest Missouri State University and a Master degree in Government from the University of Virginia. He was named a Woodrow Wilson Fellow in 1970 and was a Philip Dupont Scholar and a Mclntire Fellow at the University of Virginia.
There is no service contract between the Company and Mr Curl. Following his appointment, Mr Curl will receive from the Company a director’s fee of HK$350,000 per annum, subject to the approval of the shareholders of the Company at the 2011 AGM, and a fee of HK$50,000 per annum for his appointment as a member of the Remuneration Committee (all on a pro rata basis), which is determined by shareholders of the Company, at the same rate as that payable by the Company to the other independent non-executive directors and other remuneration committee members of the Company respectively. Pursuant to the Company’s articles of association, Mr Curl will retire and be eligible for re-election at the next general meeting of the Company after the 2011 AGM. Thereafter, he will be subject to retirement by rotation and re-election in accordance with the Company’s articles of association.
As at the date hereof, Mr Curl is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed, Mr Curl has no relationships with any directors, senior management or substantial or controlling shareholders of the Company, and does not hold or has not in the last three years held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas.
In relation to the appointment of Mr Curl as an Independent Non-executive Director of the Company, there is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company.
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2. Appointment of Mr Francis Siu Wai Keung as an Independent Non-executive Director , the chairman of the Remuneration Committee and a member of the Audit Committee
Mr Francis Siu Wai Keung , aged 56, has been appointed as an Independent Non-executive Director, the chairman of the Remuneration Committee and a member of the Audit Committee of the Company with effect from the conclusion of the 2011 AGM.
Mr Siu is currently an independent non-executive director of GuocoLand Limited (listed on the Singapore Exchange) and Hua Xia Bank Co., Limited (listed on the Shanghai Stock Exchange). He joined KPMG Manchester, UK in 1979 and returned to Hong Kong in 1986 and became a partner of KPMG Hong Kong in 1993. From 2000 to 2002, he was a Senior Partner of KPMG Shanghai Office. From 2002 to March 2010, he was a Senior Partner of KPMG Beijing Office, and a Senior Partner of Northern Region, KPMG China. As an accounting professional, Mr Siu has extensive experience in serving Hong Kong and PRC companies, especially in the telecommunications, power, aviation, electrical appliances, motor vehicles and petrochemical industries.
Mr Siu obtained a Bachelor of Arts degree in Accounting and Economics from the University of Sheffield, United Kingdom. He is a fellow member of the Institute of Chartered Accountants in England and Wales and the Hong Kong Institute of Certified Public Accountants.
There is no service contract between the Company and Mr Siu. Following his appointment, Mr Siu will receive from the Company a director’s fee of HK$350,000 per annum, subject to the approval of the shareholders of the Company at the 2011 AGM, a fee of HK$50,000 per annum for his appointment as the chairman of the Remuneration Committee and a fee of HK$100,000 per annum for his appointment as a member of the Audit Committee (all on a pro rata basis), which are determined by shareholders of the Company, at the same rate as that payable by the Company to the other independent non-executive directors, other members of remuneration committee and audit committee of the Company respectively. Pursuant to the Company’s articles of association, Mr Siu will retire and be eligible for re-election at the next general meeting of the Company after the 2011 AGM. Thereafter, he will be subject to retirement by rotation and re-election in accordance with the Company’s articles of association.
As at the date hereof, Mr Siu is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed, Mr Siu has no relationships with any directors, senior management or substantial or controlling shareholders of the Company, and does not hold or has not in the last three years held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas.
In relation to the appointment of Mr Siu as an Independent Non-executive Director of the Company, there is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company.
The Board would like to express its warmest welcome to Mr Curl and Mr Siu on their appointments.
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3. Resignation of Mr Willie Chang as a Non-executive Director and a member of both the Audit Committee and the Remuneration Committee, Mr Hansen Loh Chung Hon as an Independent Non-executive Director and a member of the Audit Committee and Mr Norman Ho Hau Chong as an Independent Non-executive Director and the chairman of the Remuneration Committee
Mr Willie Chang has tendered his resignation as a Non-executive Director and a member of both the Audit Committee and Remuneration Committee of the Company, Mr Hansen Loh Chung Hon has tendered his resignation as an Independent Non-executive Director and a member of the Audit Committee of the Company and Mr Norman Ho Hau Chong has tendered his resignation as an Independent Non-executive Director and the chairman of the Remuneration Committee of the Company, all to be effective from the conclusion of the 2011 AGM due to their personal commitments.
Mr Chang, Mr Loh and Mr Ho have all confirmed that they have no disagreement with the Board and there is no matter relating to their resignation that need to be brought to the attention of the shareholders of the Company.
Mr Chang has been a director of the Company since December 1987 whilst Mr Loh and Mr Ho have been the directors of the Company since May 1994. They have provided much guidance and support to the Company during their tenure of office. The Board expresses gratitude to Mr Chang, Mr Loh and Mr Ho for their services and valuable contributions made to the Company.
4. Retirement of Mr Li Shilin and Mr Wang Ande as Executive Directors by rotation at the 2011 AGM
Mr Li Shilin and Mr Wang Ande will retire as Executive Directors of the Company by rotation at the 2011 AGM pursuant to article 104(A) of the articles of association of the Company, and will not offer themselves for re-election.
Mr Li has been a director of the Company since March 2000 and Mr Wang has been the director of the Company since April 2006. The Board would like to thank Mr Li and Mr Wang for their contributions and services to the Company.
Mr Li and Mr Wang have decided not to offer themselves for re-election as they are retiring and have confirmed that they have no disagreement with the Board and there is no matter that needs to be brought to the attention of the shareholders of the Company.
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5. Appointment of Mr Yin Ke as a member of the Audit Committee
Mr Yin Ke, Non-executive Director of the Company, has been appointed as a member of the Audit Committee of the Company with effect from the conclusion of the 2011 AGM.
By Order of the Board CITIC Pacific Limited Ricky Choy Wing Kay Company Secretary
Hong Kong, 3 March 2011
As at the date of this announcement, the executive directors of the Company are Messrs Chang Zhenming (Chairman), Zhang Jijing, Carl Yung Ming Jie, Vernon Francis Moore, Li Shilin, Liu Jifu, Milton Law Ming To, Wang Ande and Kwok Man Leung; the non-executive directors of the Company are Messrs Willie Chang, André Desmarais, Ju Weimin, Yin Ke and Peter Kruyt (alternate director to Mr André Desmarais); and the independent non-executive directors of the Company are Messrs Alexander Reid Hamilton, Hansen Loh Chung Hon and Norman Ho Hau Chong.
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