China Railway Signal & Communication Corporation Limited (CHINA CRSC) announced the expiration of its fourth Board term and disclosed the nomination list for the fifth three-year Board session, pending shareholder approval at the upcoming general meeting.
The proposed Board will comprise seven members:
• Executive Directors (2): Lou Qiliang (current Chairman) and Dong Baoliang (current President). • Non-executive Director (1): Ding Shaobin, presently a full-time external director of central state-owned enterprises. • Independent Non-executive Directors (3): Yao Cho Fai Andrew, Fu Junyuan and Zhan Kai, all confirmed to meet the independence criteria under HKEX Listing Rule 3.13. • Employee Director (1): To be elected separately by the workforce; details will be announced after the employees’ representative meeting.
The Nomination Committee has verified the eligibility of all six external candidates. Following election, committee memberships for the new Board will be determined by the directors themselves.
Remuneration framework
• Executive Directors: Post-based salary, performance-linked pay, social insurance and annuity contributions from the company. • Non-executive Director (external SOE appointee): No remuneration from CHINA CRSC. • Independent Non-executive Directors: – Basic annual fee: RMB0.10 million for committee chairs; RMB0.08 million for other INEDs. – Meeting allowance: RMB3,000 per Board meeting and RMB2,000 per committee meeting (pre-tax). – Former central-enterprise executives serving as INEDs will follow SASAC notice Guo Zi [2016] No. 531 and Guoziting Kao Fen [2020] No. 187 for allowance standards.
Director changes
Incumbent INED Yao Guiqing will retire at the conclusion of the general meeting and states no disagreement with the company or the Board. Until the new Board is approved, the fourth-session Board will continue to perform its duties in accordance with PRC Company Law and the Articles of Association.
A circular detailing the nominations and the general-meeting notice will be issued in due course.