E
CITIC Limited Annual Report 2014
Corporate Governance

Board of Directors

CHANG Zhenming (Executive Director and Chairman)
Age 58: Mr Chang is responsible for the leadership and effective functioning of the board, ensuring that key issues are addressed by the board. He provides the strategic direction for the Company. From 2000 to 2005 he served as an executive director, from 2006 as a non-executive director, and since 2009 as the chairman of the Company. Mr Chang is the chairman of both the executive committee and the nomination committee. He is also the chairman of CITIC Group Corporation, CITIC Corporation Limited and CITIC Hong Kong (Holdings) Limited, the chairman and a non-executive director of China CITIC Bank Corporation Limited and the vice chairman of CITIC International Financial Holdings Limited. He was the vice chairman and president of China Construction Bank, a non-executive director and deputy chairman of Cathay Pacific Airways Limited and a non-executive director of China CITIC Bank International Limited.

WANG Jiong (Executive Director, Vice Chairman and President)
Age 55: an executive director, vice chairman and president of the Company with effect from 26 September 2014. Mr Wang is vice chairman of the executive committee and a member of the nomination committee. Mr Wang is currently the vice chairman and president of CITIC Group Corporation and CITIC Corporation Limited. He was formerly deputy general manager of CITIC Shanghai Co., Ltd; general manager and chairman of CITIC Shanghai (Group) Co., Ltd; chairman and general manager of CITIC East China (Group) Co., Ltd; assistant president of China International Trust & Investment Corporation; and executive director and vice president of CITIC Group. Mr Wang has a background of more than 20 years in finance and industry, with extensive knowledge and experience particularly in corporate strategy planning, operating management, investment financing, mergers, acquisitions and restructuring. He graduated from Shanghai University of Finance & Economics with a master’s degree in economics.

DOU Jianzhong (Executive Director and Vice President)
Age 60: an executive director and vice president of the Company with effect from 26 September 2014. Mr Dou is a member of the executive committee. Mr Dou is currently an executive director of CITIC Group Corporation, an executive director and vice president of CITIC Corporation Limited, chairman and chief executive officer of CITIC International Financial Holdings Limited, non-executive director of CITIC Bank, and chairman of CIAM Group Limited. He was formerly vice president, executive vice president and president of CITIC Bank Corporation Limited (formerly CITIC Industrial Bank); vice chairman, chairman of China CITIC Bank International (formerly CITIC Ka Wah Bank); assistant president of China International Trust & Investment Corporation; and executive director and vice president of CITIC Group. Mr Dou has a background of more than 30 years in the financial industry, with extensive experience and knowledge in finance and management in both domestic and overseas markets. Mr Dou is a senior economist by profession. He has a bachelor’s degree in English from the University of International Business and Economics as well as a master’s degree in economics from the College of International Economics at Liaoning University.

ZHANG Jijing (Executive Director)
Age 59: an executive director of the Company. He served as a non-executive director from April 2009 and redesignated as an executive director from November 2009. Mr Zhang is a member of the special committee. He is the chairman and the president of CITIC Pacific Limited, the chairman and a non-executive director of Dah Chong Hong Holdings Limited, the chairman of CITIC Mining International Ltd and CITIC Pacific China Holdings Limited, and a director of CITIC Hong Kong (Holdings) Limited. He was an executive director and a vice president of CITIC Group Corporation, the head of the strategy and planning department of CITIC Group Corporation, a nonexecutive director of CITIC Securities Company Limited, China CITIC Bank Corporation Limited and CITIC Resources Holdings Limited.

YU Zhensheng (Non-executive Director)
Age 58: a non-executive director of the Company with effect from 26 September 2014. Mr Yu is currently a nonexecutive director of CITIC Group Corporation and CITIC Corporation Limited. He was formerly an officer of the Loan Office, State Import & Export Regulatory Commission; officer of the Foreign Capital Bureau and Loan Bureau, Ministry of Foreign Trade and Economic Cooperation; deputy chief of the Foreign Trade Division, Department of Foreign Trade and Economic Cooperation, Tibet Autonomous Region; deputy chief, chief and assistant inspector of Division V, Department of Foreign Loans Management, Ministry of Foreign Trade and Economic Cooperation; assistant inspector of the Government Bond Department, Ministry of Finance; and deputy director and inspector (director-general level) of the Department of Finance, Ministry of Finance. Mr Yu graduated from Beijing International Studies University with a bachelor’s degree in Japanese language and literature. He also studied at the Nomura Research Institute from October 1983 to February 1985.

YANG Jinming (Non-executive Director)
Age 57: a non-executive director of the Company with effect from 26 September 2014. Mr Yang is a member of the remuneration committee. Mr Yang is currently a non-executive director of CITIC Group Corporation and CITIC Corporation Limited. He was formerly deputy director of the General Office, China National Salt Industry Corporation Beijing Branch; deputy chief of the Payroll Division of the General Planning Department, Ministry of Finance; chief of the Extra-budgetary Fund Management Division of the Policy and Reform Department, Ministry of Finance; chief of the Government Procurement Division, the Treasury Department, Ministry of Finance; and inspector (deputy director- general level) of the Treasury Department, Ministry of Finance. Mr Yang graduated from the Correspondence Institute of the Central Party School with a bachelor’s degree in international economics.

CAO Pu (Non-executive Director)
Age 62: a non-executive director of the Company with effect from 26 September 2014. Ms Cao is a member of the audit and risk management committee. Ms Cao is currently a non-executive director of CITIC Group Corporation and CITIC Corporation Limited. She was formerly director of the Henan Branch Office of People’s Insurance Company of China (PICC), president of PICC Zhengzhou Sub-branch, and vice president of PICC Henan Branch; general manager and assistant general manager of the Financial Planning Department of China Reinsurance (Group) Corporation; and vice president of China Export & Credit Insurance Corporation. Ms Cao has over 20 years’ experience in financial management. She is a senior economist by profession, and graduated from Wuhan University with a bachelor’s degree in insurance.

LIU Zhongyuan (Non-executive Director)
Age 45: a non-executive director of the Company with effect from 26 September 2014. Mr Liu was formerly an officer and division chief of the General Office and General Planning and Trial Department, National Economic System Reform Commission; division chief and deputy director of the Secretary and Administration Department, Economic System Reform Office of the State Council; deputy director and director of the Secretariat Office of the National Council for Social Security Fund; director and deputy director-general of the Equity Management Department of the National Council for Social Security Fund; deputy director-general of the Equity Management Department (Private Equity Investment Department) of the National Council for Social Security Fund; and directorgeneral of the Overseas Investment Department of the National Council for Social Security Fund. Mr Liu has a doctorate degree in economics from the School of Economics at Renmin University of China.

LIU Yeqiao (Non-executive Director)
Age 53: a non-executive director of the Company with effect from 19 December 2014. Mr Liu has been a nonexecutive director of CITIC Group Corporation and CITIC Corporation Limited since September 2014. He was an employee of Trucking Company and the Transportation Bureau of Jurong County in Jiangsu Province. He joined the Ministry of Finance (“MOF”) in July 1991, and until October 2007 served successively as officer, senior staff, deputy director of the Policy Division of the Industrial Transport Department; officer, associate researcher and deputy director and researcher of the General Division of the Finance Department; deputy director-general of the Department of Finance of Yunnan Province from October 2007 to October 2009; and a non-executive director of The People’s Insurance Company (Group) of China Limited from September 2009 to March 2014. Mr Liu is a senior accountant. He graduated from Zhongnan University of Finance and Economics (now known as Zhongnan University of Economics and Law) in July 1991 with a master’s degree in accounting. He also obtained a master’s degree in accounting from The George Washington University in May 2000 and a doctoral degree in economics from the Research Institute for Fiscal Science, MOF in August 2003.

Alexander Reid HAMILTON (Independent Non-executive Director)
Age 73: an independent non-executive director of the Company since 1994. Mr Hamilton is a member of the audit and risk management committee, the remuneration committee and the nomination committee. He is also an independent non-executive director of Shangri-La Asia Limited, Esprit Holdings Limited, COSCO International Holdings Limited, Octopus Cards Limited, DBS Bank (Hong Kong) Limited and JP Morgan China Region Fund Inc. (formerly known as JF China Region Fund, Inc.). He was a partner of PricewaterhouseCoopers. Mr Hamilton will retire as director by rotation at the forthcoming annual general meeting to be held on 2 June 2015 pursuant to Article 104(A) of the Company’s Articles of Association, and will not offer himself for re-election. Accordingly, he will resign as a member of the audit and risk management committee, the remuneration committee and the nomination committee.

Francis SIU Wai Keung (Independent Non-executive Director)
Age 60: an independent non-executive director of the Company since 2011. Mr Siu is the chairman of both the audit and risk management committee and the remuneration committee, and a member of the nomination committee and the special committee. He is an independent non-executive director of GuocoLand Limited, China Communications Services Corporation Limited, Hop Hing Group Holdings Limited, Shunfeng Photovoltaic International Limited, China Huishan Dairy Holdings Company Limited and CGN Power Co. Ltd. He ceased to act as an independent non-executive director of Beijing Hualian Hypermarket Co., Ltd. with effect from the conclusion of its extraordinary general meeting held on 17 March 2015. He was an independent non-executive director of Hua Xia Bank Co., Limited. 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.

XU Jinwu (Dr.-Ing.)(Independent Non-executive Director)

Age 65: an independent non-executive director of the Company since 2012. Dr Xu is a member of the nomination committee. He is the vice president of The Chinese Society for Metals (中國金屬學會) and the chairman of the Metallurgical Equipment Committee of The Chinese Society for Metals (中國金屬學會冶金設備分會). He was appointed as the president of University of Science and Technology Beijing in 2004 and retired in 2013. He served as an independent director of Ningbo Donly Transmission Equipment Co., Ltd. from January 2006 to January 2012 and Xinyu Iron & Steel Co., Ltd. from April 2006 to April 2009.

Anthony Francis NEOH (Independent Non-executive Director)
Age 68: an independent non-executive director of the Company with effect from 19 December 2014. Mr Neoh currently serves as a member of the International Advisory Council of the China Securities Regulatory Commission (“CSRC”). He previously served as Chief Advisor to the CSRC, a member of the Hong Kong Special Administrative Region Basic Law Committee under the Standing Committee of the National People’s Congress, Chairman of the Hong Kong Securities and Futures Commission, a member of the Hong Kong Stock Exchange Council and its Listing Committee, and chaired its Disciplinary Committee and Debt Securities Group, and Deputy Judge of the Hong Kong High Court. From 1996 to 1998, he was Chairman of the Technical Committee of the International Organization of Securities Commissions. He was appointed as Queen’s Counsel (now retitled as Senior Counsel) in Hong Kong in 1990. Mr Neoh graduated from the University of London with a degree in Law in 1976. He is a barrister of England and Wales and admitted to the State Bar of California. In 2003, he was conferred the Degree of Doctor of Laws, honoris causa, by the Chinese University of Hong Kong. He was elected Honorary Fellow of the Hong Kong Securities Institute and Academician of the International Euro-Asian Academy of Sciences in 2009. In 2013, he was awarded the Degree of Doctor of Social Science, honoris causa, by the Open University of Hong Kong. Mr Neoh is an independent non-executive director of China Life Insurance Company Limited. He was a nonexecutive director of Global Digital Creations Holdings Limited. He also served as an independent non-executive director of the Link Management Limited, Manager of the Link Real Estate Investment Trust, China Shenhua Energy Company Limited and Bank of China Limited.

LEE Boo Jin (Independent Non-executive Director)
Age 44: an independent non-executive director of the Company with effect from 19 December 2014. Ms Lee is currently the President and Chief Executive Officer of Hotel Shilla Co., Ltd., the President of Corporate Strategy for Cheil Industries (formerly Samsung Everland) and an advisor of Samsung C&T Corporation. All three companies hereinbefore are affiliates of the Samsung Group. Ms Lee graduated from Yonsei University with a Bachelor of Science degree in 1994.