30. DIRECTORS’, SUPERVISORS’ AND SENIOR MANAGEMENT’S REMUNERATION
(a) Directors’ and supervisors’ remuneration
The aggregate amounts of remuneration payables to directors and supervisors of the Company during the year are as follows:
|
|
2015 |
|
2016 |
|
2017 |
Fees |
|
653 |
|
762 |
|
768 |
Basic salaries, housing fund, other allowances and benefits in kind |
|
1,143 |
|
975 |
|
1,370 |
Pension cost |
|
140 |
|
114 |
|
166 |
|
|
1,936 |
|
1,851 |
|
2,304 |
The remuneration of each director and supervisor of the Company for the year ended December 31, 2015 is set out below:
|
|
|
|
|
|
Discretionary |
|
Pension |
|
|
Names of directors and supervisors |
|
Fees |
|
Salaries |
|
bonus |
|
costs |
|
total |
Directors: |
|
|
|
|
|
|
|
|
|
|
Ge Honglin (Note (i)) |
|
— |
|
— |
|
— |
|
— |
|
— |
Ao Hong (Note (ii)) |
|
— |
|
— |
|
— |
|
— |
|
— |
Luo Jianchuan (Note (ii)) |
|
— |
|
— |
|
— |
|
— |
|
— |
Liu Xiangmin |
|
— |
|
— |
|
— |
|
— |
|
— |
Jiang Yinggang |
|
— |
|
643 |
|
— |
|
70 |
|
713 |
Liu Caiming (Note (iii)) |
|
— |
|
— |
|
— |
|
— |
|
— |
Wang Jun |
|
150 |
|
— |
|
— |
|
— |
|
150 |
Ma Si-hang, Frederick (Note (iv)) |
|
192 |
|
— |
|
— |
|
— |
|
192 |
Lie-A-Cheong Tai-Chong, David (Note (iv)) |
|
— |
|
— |
|
— |
|
— |
|
— |
Chen Lijie (Note (v)) |
|
162 |
|
— |
|
— |
|
— |
|
162 |
Hu Shihai (Note (vi)) |
|
102 |
|
— |
|
— |
|
— |
|
102 |
Wu Zhenfang (Note (ix)) |
|
47 |
|
— |
|
— |
|
— |
|
47 |
Wu Jianchang (Note (x)) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
653 |
|
643 |
|
— |
|
70 |
|
1,366 |
Supervisors: |
|
|
|
|
|
|
|
|
|
|
Zhao Zhao |
|
— |
|
— |
|
— |
|
— |
|
— |
Yuan Li |
|
— |
|
500 |
|
— |
|
70 |
|
570 |
Zhang Zhankui (Note (vii)) |
|
— |
|
— |
|
— |
|
— |
|
— |
Wang Jun (Note (viii)) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
500 |
|
— |
|
70 |
|
570 |
Total |
|
653 |
|
1,143 |
|
— |
|
140 |
|
1,936 |
Note:
(i)Mr. Ge Honglin was elected as an executive director of the Company at the 2015 first extraordinary general meeting of the Company and he was elected as the chairman of the Board of the Company at the sixteenth meeting of the fifth session of the Board of the Company. On February 16, 2016, Mr. Ge proposed to resign as an executive Director, the chairman of the Board and from each of his positions in relevant special committees under the Board of the Company due to his work commitment.
(ii)On November 20, 2015, due to work arrangement, Mr. Luo Jianchuan resigned from the Executive Director and President of the Company, along with all the duties of various special committees. Mr. Ao Hong was elected to be the Executive Director in the second extraordinary shareholders’ meeting in 2015 of the fifth session of the board of directors.
(iii)Mr. Liu Caiming was elected as a non-executive director of the fifth session of the Board of the Company at the 2015 first extraordinary general meeting of the Company.
(iv)On November 12, 2015, due to other work arrangement, Mr. Ma Si-hang resigned as an independent non-executive director and relevant duties of various special committees of the board of directors. Through the review of the election nomination committee of the fifth session of the board of directors and discussion of board of directors’ 23th meeting, Mr. Lie-A-Cheong Tai-Chong, David was nominated to be the candidate of Non-executive Director. In the second extraordinary shareholders meeting in 2015, he was elected to be independent non-executive director of the fifth session of the board of directors.
(v)Ms. Chen Lijie was elected as an independent non-executive director of the fifth session of the Board of the Company at the 2015 first extraordinary general meeting of the Company.
(vi)Mr. Hu Shihai was elected as an independent non-executive director of the fifth session of the Board of the Company at the 2015 annual general meeting of the Company.
(vii)On November 13, 2015, due to other work arrangement, Mr. Zhang Zhankui resigned as a supervisor of the Group. On November 13, 2015, Mr. Zhang Zhankui was appointed as chief financial officer.
(viii)The controlling shareholder, Chinalco nominated Mr. Wang Jun as the candidate for the supervisor of the fifth session of the board of supervisors. Mr. Wang Jun was elected to be supervisor of the fifth session of the board of supervisors.
(ix)On April 2, 2015, due to being under an investigation by the competent authority, Mr. Wu Zhenfang resigned as an independent non-executive Director and from relevant positions in the special committees under the Board of the Company by submitting a resignation to the Board.
(x)Due to his age, Mr. Wu Jianchang resigned from the position of independent Non-executive Director of the Company, with effect from February 26, 2015.
The remuneration of each director and supervisor of the Company for the year ended December 31, 2016 is set out below:
|
|
|
|
|
|
Discretionary |
|
Pension |
|
|
Names of directors and supervisors |
|
Fees |
|
Salaries |
|
bonuses |
|
costs |
|
total |
Executive Directors: |
|
|
|
|
|
|
|
|
|
|
Ge Honglin |
|
— |
|
— |
|
— |
|
— |
|
— |
Ao Hong |
|
— |
|
— |
|
— |
|
— |
|
— |
Lu Dongliang |
|
— |
|
— |
|
— |
|
— |
|
— |
Jiang Yinggang |
|
— |
|
725 |
|
— |
|
76 |
|
801 |
|
|
— |
|
725 |
|
— |
|
76 |
|
801 |
|
|
|
|
|
|
|
|
|
|
|
Non-executive Directors: |
|
|
|
|
|
|
|
|
|
|
Yu Dehui |
|
— |
|
— |
|
— |
|
— |
|
— |
Liu Caiming |
|
— |
|
— |
|
— |
|
— |
|
— |
Wang Jun |
|
150 |
|
— |
|
— |
|
— |
|
150 |
Lie-A-Cheong Tai-Chong, David |
|
204 |
|
— |
|
— |
|
— |
|
204 |
Chen Lijie |
|
204 |
|
— |
|
— |
|
— |
|
204 |
Hu Shihai |
|
204 |
|
— |
|
— |
|
— |
|
204 |
|
|
762 |
|
— |
|
— |
|
— |
|
762 |
Supervisors: |
|
|
|
|
|
|
|
|
|
|
Liu Xiangmin |
|
— |
|
— |
|
— |
|
— |
|
— |
Yuan Li |
|
— |
|
— |
|
— |
|
— |
|
— |
Wang Jun |
|
— |
|
— |
|
— |
|
— |
|
— |
Wu Zuoming |
|
— |
|
250 |
|
— |
|
38 |
|
288 |
Zhao Zhao |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
250 |
|
— |
|
38 |
|
288 |
Total |
|
762 |
|
975 |
|
— |
|
114 |
|
1,851 |
The remuneration of each director and supervisor of the Company for the year ended December 31, 2017 is set out below:
|
|
|
|
|
|
Discretionary |
|
Pension |
|
|
Names of directors and supervisors |
|
Fees |
|
Salaries |
|
bonuses |
|
costs |
|
total |
Executive Directors: |
|
|
|
|
|
|
|
|
|
|
Yu Dehui (Note (i)) |
|
— |
|
— |
|
— |
|
— |
|
— |
Lu Dongliang (Note (iii)) |
|
— |
|
— |
|
— |
|
— |
|
— |
Jiang Yinggang |
|
— |
|
822 |
|
— |
|
83 |
|
905 |
|
|
— |
|
822 |
|
— |
|
83 |
|
905 |
|
|
|
|
|
|
|
|
|
|
|
Non-executive Directors: |
|
|
|
|
|
|
|
|
|
|
Ao Hong (Note ii)) |
|
— |
|
— |
|
— |
|
— |
|
— |
Liu Caiming |
|
— |
|
— |
|
— |
|
— |
|
— |
Wang Jun |
|
150 |
|
— |
|
— |
|
— |
|
150 |
Chen Lijie |
|
206 |
|
— |
|
— |
|
— |
|
206 |
Lie-A-Cheong Tai-Chong, David |
|
206 |
|
— |
|
— |
|
— |
|
206 |
Hu Shihai |
|
206 |
|
— |
|
— |
|
— |
|
206 |
|
|
768 |
|
— |
|
— |
|
— |
|
768 |
Supervisors: |
|
|
|
|
|
|
|
|
|
|
Liu Xiangmin |
|
— |
|
— |
|
— |
|
— |
|
— |
Wang Jun |
|
— |
|
— |
|
— |
|
— |
|
— |
Wu Zuoming |
|
— |
|
548 |
|
— |
|
83 |
|
631 |
|
|
— |
|
548 |
|
— |
|
83 |
|
631 |
Total |
|
768 |
|
1,370 |
|
— |
|
166 |
|
2,304 |
Note:
(i) |
Considering that Mr. Yu Dehui’s decision making authority and major duties in the Company fall within the definition of the responsibility of an executive director during his tenure of service as the Chairman of the Company, Mr. Yu was re-designated from a non-executive Director to an executive Director with effect from August 17, 2017. |
(ii) |
Due to re-arrangement of work, and as considered and approved at the twentieth meeting of the sixth session of the Board, Mr. Ao Hong resigned as the president of the Company on February 13, 2018. Since Mr. Ao Hong would not hold any executive position in the Company, he was re-designated from an executive Director to a non-executive Director on the same date. |
(iii) |
On February 13, 2018, as considered and approved at the twentieth meeting of the sixth session of the Board, the Company appointed Mr. Lu Dongliang as the president of the Company and dismissed him from the position of senior vice president of the Company. |
The remuneration of the directors and supervisors of the Company fell within the following band:
|
|
Number of individuals |
||||
|
|
2015 |
|
2016 |
|
2017 |
Nil to RMB1,000,000 |
|
16 |
|
15 |
|
15 |
During the year, no options were granted to the directors or the supervisors of the Company (2015: Nil, 2016: Nil).
During the year, no emoluments were paid to the directors or the supervisors of the Company (among which included the five highest paid employees) as an inducement to join or upon joining the Company or as compensation for loss of office (2015: Nil, 2016: Nil).
No directors or supervisors of the Company waived any remuneration during the years 2015, 2016 and 2017.
(b) Five highest paid individuals
During the year ended December 31, 2017, the five highest paid employees of the Group include one director and one supervisor (2015: one director and one supervisor, 2016: two directors and one supervisor) whose remuneration is reflected in the analysis presented above. The remuneration payable to the remaining three individuals during 2017 (2015: three, 2016: two) is as follows:
|
|
2015 |
|
2016 |
|
2017 |
Basic salaries, housing fund, other allowances and benefits in kind |
|
1,875 |
|
1,450 |
|
2,460 |
Pension costs |
|
204 |
|
152 |
|
249 |
|
|
2,079 |
|
1,602 |
|
2,709 |
The number of the remaining three highest paid individuals during 2017 (2015: three, 2016: two) whose remuneration fell within the following band is as follows:
|
|
Number of employees |
||||
|
|
2015 |
|
2016 |
|
2017 |
Nil to RMB1,000,000 |
|
3 |
|
2 |
|
3 |