TOTAL AFILIADOS SEGURIDAD SOCIAL EN SALUD Y PENSION POR SEGMENTO

During the Year, the Nomination, Remuneration and Review Committee amended the Working Rules of the Nomination, Remuneration and Review Committee of the Company in accordance with the Corporate Governance Code which became effective during the Year and the amendments were approved by the Board, which implemented the new regulatory requirements in its operation. The Nomination, Remuneration and Review Committee conducted the annual appraisal of the Chairman, Directors, the President and other senior management, and made constructive suggestions to the Board on the remuneration issue of the Company.

Composition

During the Year, the Nomination, Remuneration and Review Committee comprised: Chairman: Ding Ningning (Independent Non-executive Director)

Members: Guo Shengchen (Executive Director), Luk Kin Yu, Peter (Independent Non-executive Director), Liao Li (Independent Non-executive Director)

Changes in the members of the Nomination, Remuneration and Review Committee from the end of the Year to the date of this report are as follows:

The Board resolved to appoint Mr Lin Hanchuan, the newly-appointed independent non-executive director, as a member of the Nomination, Remuneration and Review Committee with his term of appointment the same as that of his directorship.

Duties and Responsibilities

The Nomination, Remuneration and Review Committee is responsible for assessing the structure and composition of the Board on a regular basis, recommending candidates for directorship, formulating remuneration policies and structure, formulating appraisal standards and conducting annual appraisals of directors, the president and other senior management, and making recommendations in respect of the remuneration packages for the directors and senior management to the Board. Details of the duties and responsibilities are as follows:

• evaluate the reasonableness of the structure of the Board, its size and composition at least annually, and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy; • recommend to the Board candidates for directorship, and examine qualifications of candidates for directorship; • evaluate the independence of independent directors;

• propose to the Board in respect of the appointment and re-appointment of directors and succession planning for directors;

• propose to the Board in respect of the overall policy and structure for the remuneration of directors, supervisors, the president and other senior management and the procedures for formulating remuneration policy; review the remuneration of the above-mentioned personnel with reference to the corporate goals and objectives formulated by the Board and make recommendations to the Board;

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NOMINATION, REMUNERATION AND REVIEW COMMITTEE (continued) Duties and Responsibilities (continued)

• evaluate and approve the compensation payable to executive directors and senior management for any loss or termination of office or appointment to ensure that such compensation is consistent with relevant contractual terms or that such compensation is fair;

• evaluate and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are consistent with relevant contractual terms or that such arrangements are fair;

• formulate appraisal standards for directors, the president and other senior management, conduct annual appraisals and make recommendations in relation thereto.

Nomination of Directors

The Nomination, Remuneration and Review Committee shall first discuss the nomination of candidates as new directors and examine the qualifications of these candidates, and then recommend such candidates to the Board. The Board shall determine whether such candidates’ appointments should be proposed for approval at the shareholders’ general meeting. The major criteria considered by the Nomination, Remuneration and Review Committee and the Board are the candidates’ educational background, management and research experience in the financial industry, especially in the insurance sector, and their commitment to the Company. Regarding the nomination of independent non-executive directors, the Nomination, Remuneration and Review Committee will also give special consideration to the independence of the relevant candidates. The Committee may seek independent professional advice when necessary, at the Company’s expenses, while performing its responsibilities.

Remuneration of Directors and Other Senior Management

The fixed salaries of the executive directors and other senior management are determined in accordance with the market levels and their respective positions and duties, and their performance-related bonuses are subject to various considerations, including the operating results of the Company and the scores in their performance appraisals. Directors’ fees and supervisors’ fees are determined with reference to the market levels and the circumstances of the Company.

Remuneration Policy of the Company

The remuneration policy of the Company follows the guiding principle of “distribution according to workload undertaken, performance-linked, gross controlled, and market-oriented” and implements a job sequence-based, market-oriented and performance-based remuneration incentive system. Job sequence-based means the remuneration will be paid based on the value of the job and the contribution of the employee to ensure a fair and reasonable distribution; market-oriented emphasises on determination according to the market labour price to ensure the external competitiveness of the Company’s remuneration level; and performance-based means the bonus and financial performance are linked and interactive, and guided by the contribution to the financial performance. Meanwhile, the

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NOMINATION, REMUNERATION AND REVIEW COMMITTEE (continued) Summary of Work Undertaken

During the Year, the Nomination, Remuneration and Review Committee held three meetings, at which six proposals were considered. Two of the meetings were held for discussing remuneration-related matters. The Committee members’ attendance record of the meetings is as follows:

Ding Guo Luk Kin Yu,

Name Ningning Shengchen Peter Liao Li

Number of meetings 3/3 3/3 3/3 3/3

attended/Number of meetings that require attendance

Attendance rate 100% 100% 100% 100%

In the Year, the main tasks accomplished by the Nomination, Remuneration and Review Committee included: • having taken into consideration the market salary levels of comparable companies and the Company’s own

circumstances, made recommendations to the Board in respect of the fees for the directors and supervisors for 2012, and such recommendations were approved by the Board and at the shareholders’ general meeting; • considered the performance appraisal plan for the senior management for 2011 and made recommendations

to the Board in respect thereof, carried out the annual performance appraisals of the Chairman, Directors, the President and Vice Presidents, Secretary of the Board, Chief Accountant, Chief Claim Assessor and Chief Risk Officer with performance appraisal scores, and made recommendations for bonus coefficients for the Chairman and the President, which were approved by the Board;

• reviewed the structure, size and composition of the Board;

• having taken into consideration the market salary levels of comparable companies and the Company’s own circumstances, made proposals to the Board in respect of the optimisation of the Company’s post and remuneration system, which were approved by the Board;

• revised and refined the Working Rules of the Nomination, Remuneration and Review Committee of the Company;

• in January 2013, made a nomination of Mr Lin Hanchuan as an independent non-executive director of the Company, and such nomination was approved by the Board and at the shareholders’ general meeting.

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STRATEGIC PLANNING COMMITTEE