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Corporate Governance

 
 


Directors and Board of Directors


 

The Board of Directors:

The Board of Directors, which is responsible to the shareholders' meeting, is the Bank's decision making body. The Board of Directors exercises the following functions and powers as specified by the Banks Articles of Association: convening shareholders' meetings and implementing the resolutions of shareholders' meetings; deciding on the Bank's strategic policies, business plans and material investment plans (except for those material investment plans that are subject to shareholders' meeting approval as specified in the Articles of Association); formulating the annual financial budgets, final accounts and plans for profit distribution and loss making-up of the Bank; appointing or dismissing members of special committees and senior management of the Bank; developing and reviewing corporate governance policies of the Bank; reviewing and deciding on the establishment of the Bank's basic administrative system, internal management framework and important sub-entities; taking charge of performance evaluation and matters of material reward and punishment for senior management members; and hearing the reports of senior management and examining the work of senior management, etc.

The Board of Directors has set up the Strategic Development Committee, Audit Committee, Risk Policy Committee, Personnel and Remuneration Committee, and Connected Transactions Control Committee to assist the Board in performing its functions.

Currently, the Board of Directors comprises thirteen members. There are three executive directors, five non-executive directors and five independent non-executive directors. The Bank’s directors are elected at the shareholders’ meeting, with a term of office of three years starting from the date when the Bank receives the approval of CBRC. A director may serve consecutive terms by re-election and re-appointment unless otherwise specified by laws, regulations and supervisory requirements.

The Bank adopted Bank of China Limited Board Diversity Policy to state the stance of the Bank on the diversity of the board of directors of the Bank and specify the approaches to realize Board diversity on an on-going basis.

Members of the Board of Directors:

The members of the Board of Directors and their positions in the Bank and the special committees under the Board of Directors are listed as below:

Name Strategic Development Committee Audit Committee Risk Policy Committee Personnel and Remuneration Committee Connected Transactions Control Committee
Chen Siqing C        
Ren Deqi         M
Gao Yingxin     M    
Zhang Xiangdong M     M  
Li Jucai M M      
Xiao Lihong M   M    
Wang Xiaoya M     M  
Zhao Jie   M M    
Nout Wellink M M C    
Lu Zhengfei   C   C M
Leung Cheuk Yan   M   M C
Wang Changyun M M M M  
Angela Chao   M M   M

 

Notes:

C  Chairman of the relevant Board committees

M  Member of the relevant Board committees

The brief resume of the members of the Board of Directors are listed as below:

CHEN Siqing

Chairman

Chairman of the Board of Directors since August 2017. Mr. CHEN joined the Bank in 1990. He served as the Vice Chairman of the Bank from April 2014 to August 2017 and President of the Bank from February 2014 to August 2017. Mr. CHEN served as Executive Vice President of the Bank from June 2008 to February 2014. Mr. CHEN held various positions in the Bank from June 2000 to May 2008, including Assistant General Manager and Vice General Manager of the Fujian Branch, General Manager of the Risk Management Department of the Head Office and General Manager of the Guangdong Branch. Mr. CHEN previously worked in the Hunan Branch of the Bank before he was dispatched to the Hong Kong Branch of China and South Sea Bank Ltd. as Assistant General Manager. Since December 2011, Mr. CHEN has been serving as a Non-executive Director of BOC Hong Kong (Holdings) Limited and Chairman of the Board of Directors of BOC Aviation Limited. Mr. CHEN served as Vice Chairman of the Board of Directors of BOCHK (Holdings) from March 2014 to August 2017 and has begun to serve as the Chairman of the Board of Directors of BOCHK (Holdings) since August 2017. Mr. CHEN graduated from Hubei Institute of Finance and Economics in 1982. He obtained an MBA from Murdoch University, Australia in 1999. He is a Certified Public Accountant and holds the title of Senior Economist.

REN Deqi

Executive Director and Executive Vice President

Executive Director of the Bank since December 2016 and Executive Vice President of the Bank since July 2014. Mr. REN joined the Bank in 2014. He worked in China Construction Bank (“CCB”) for many years and held various positions. From October 2013 to May 2014, Mr. REN served as General Manager of Risk Management Department of CCB. From August 2003 to October 2013, Mr. REN successively served as Deputy General Manager of Credit Approval Department, General Manager of Risk Control Department, General Manager of Credit Management Department, and General Manager of the Hubei Branch of CCB. Mr. REN has been serving as a Non-executive Director of BOC Hong Kong (Holdings) Limited since October 2015, and President of Shanghai RMB Trading Unit since September 2016. He obtained a Master’s Degree in Engineering from Tsinghua University in 1988. He holds the title of Senior Economist.

GAO Yingxin

Executive Director and Executive Vice President

Executive Director of the Bank since December 2016 and Executive Vice President of the Bank since May 2015. Mr. GAO joined the Bank in 1986. He served as Executive Director and Deputy Chief Executive of BOC Hong Kong (Holdings) Limited and Bank of China (Hong Kong) Limited from February 2005 to March 2015, as President and Chief Operating Officer of BOC International Holdings Limited from July 2004 to February 2005, and as Deputy General Manager of the Credit Business Department of the Head Office and Deputy General Manager and General Manager of the Corporate Banking Department of the Head Office from September 1996 to July 2004. Mr. GAO has been serving as a Non-executive Director of BOCHK (Holdings) since March 2015 and has been serving as Chairman of BOC International Holdings Limited, Bank of China (UK) Limited and Bank of China (Luxembourg) S.A. since August 2015, and has been severing as Chairman of BOC International (China) Limited since September 2016.Currently, Mr. GAO also serves as Chairman of the Board of Directors of China Culture Industrial Investment Fund Co., Ltd. Mr. GAO graduated from East China University of Science and Technology in 1986 with a Master’s Degree in Engineering. He holds the title of Senior Economist.

ZHANG Xiangdong

Non-executive Director

Non-executive Director of the Bank since July 2011. Mr. ZHANG served as a non-executive director of China Construction Bank Corporation from November 2004 to June 2010, and served as Chairman of the Risk Management Committee under its Board of Directors from April 2005 to June 2010. From August 2001 to November 2004, Mr. ZHANG worked as Vice President of PBOC's Haikou Central Sub-branch and concurrently served in the SAFE as Deputy Director General of Hainan Province Branch and Deputy Director General and Inspector of the General Affairs Department. Mr. ZHANG served as a member of the Stock Offering Approval Committee of CSRC from September 1999 to September 2001. He served as a member of China International Economic and Trade Arbitration Commission from January 2004 to December 2008. Mr. ZHANG graduated from Renmin University of China with a Bachelor's degree in law in 1986. He completed his post-graduate studies in international economic law at Renmin University of China in 1988, and was awarded a Master's degree in Law in 1990. Mr. ZHANG holds the professional title of senior economist and is qualified to practice law in China.

LI Jucai

Non-executive Director

Non-executive Director of the Bank since September 2015. Mr. LI served as Party Committee Member and Secretary of Party Discipline Committee of the Information Network Center under the Ministry of Finance from December 2014 to September 2015. He acted as the specialised Deputy Secretary of Party Committee of the Information Network Center under the Ministry of Finance from April 2010 to December 2014. From November 1996 to April 2010, he had successively been the Deputy Head of the Science Division of the Culture, Education and Administration Department, Division Head of the Investment Evaluation Center, Director of Administration Office and Head of the Administrative Division of the Information Network Center under the Ministry of Finance. Mr. LI majored in Finance in China Northeast University of Finance and Economics and graduated with a Bachelor’s degree in 1986. Mr. LI has qualification of senior economist.

 

Xiao Lihong

Non-executive Director

Non-executive Director of the Bank since August 2017. Ms. Xiao Lihong has been serving as Inspector of the Current Account Management Department of the State Administration of Foreign Exchange (“SAFE”) since April 2014. She was Deputy Director-General of the Current Account Management Department of SAFE from September 2004 to April 2014. She served successively as Deputy Chief of the Current Account Division and the Non-trade Foreign Exchange Management Division of the Supervision and Inspection Department, and Chief of the Business Supervision Division of the Current Account Management Department of the SAFE from October 1996 to September 2004. She graduated from the China Central University of Finance and Economics in August 1988 with a Bachelor’s Degree, and from the Central University of Finance and Economics and Peking University in September 2003 and July 2012, respectively, both with a Master’s Degree.

Wang Xiaoya

Non-executive Director

Non-executive Director of the Bank since August 2017. Ms. Wang Xiaoya served as Non-executive Director of Industrial and Commercial Bank of China Limited from January 2012 to June 2017. From May 2007 to December 2011, she was Deputy Director-General of the Research Bureau of the People’s Bank of China. She taught at the Central China Normal University where she served as Assistant Lecturer and Lecturer from July 1985 to January 1995. She served as Deputy Chief and Chief of the Macroeconomic Analysis Division of the Research Bureau of the People’s Bank of China from July 1997 to May 2007, and concurrently as Deputy Mayor of Tongliao City in the Inner Mongolia Autonomous Region from October 2005 to February 2007. She received a professional title of research fellow in 2005. Ms. Wang was a Member of the Post-Doctoral Academic Committee and a Post-Doctoral Co-mentor at the People’s Bank of China Research Institute of Finance. Currently, she is Invited Professor at the Graduate School of Chinese Academy of Social Sciences, a mentor at the PBC School of Finance, Tsinghua University and a member of the Academic Committee of the China Institute for Rural Studies of Tsinghua University. Ms. Wang graduated from the Economics Faculty of Central China Normal University and the Graduate School of Chinese Academy of Social Sciences in January 1990 and June 1997 with a Master’s Degree and a Doctorate’s Degree, respectively.

Zhao Jie

Non-executive Director

Non-executive Director of the Bank since August 2017. Mr. Zhao Jie has been serving as Inspector of the Agricultural Department of the Ministry of Finance since August 2014. He was an Inspector of the Office of Countryside Comprehensive Reform of the State Council from September 2008 to August 2014. From December 1991 to September 2008, Mr. Zhao served successively as Chief of Division of Taxation and Chief of Comprehensive Division of the Department of Taxation, Deputy Chief of the Department of Taxation, Deputy Chief of the Department of Tax System and Regulations of the Ministry of Finance, Chief of Office of Panel of Countryside Taxation Reform of the State Council, and Deputy Chief and Inspector of Office of Countryside Comprehensive Reform of the State Council. He graduated from Jiangxi University of Finance and Economics and Public Institute of the Ministry of Finance in August 1982 and July 2005, respectively, with a Bachelor’s Degree and a Doctorate’s Degree.

Nout WELLINK

Independent Director

Independent Director of the Bank since October 2012. Mr. WELLINK served as a member of the Executive Board of the Dutch Central Bank ("DNB") for almost 30 years, the last 14 years as its President. He retired from DNB on 1 July 2011. DNB is part of the European System of Central Banks since 1999, but still holds supervision on national pension funds and insurance companies. Since the establishment of the European Monetary Union, Mr. WELLINK served as a member of the Governing Council of the European Central Bank ("ECB"). Starting from 1997, Mr. WELLINK served as a member of the Board of Directors of the Bank for International Settlements, which he chaired from 2002 to 2006. From 2006 to 2011, he also chaired the Basel Committee on Banking Supervision. From 1997 to 2011, Mr. WELLINK was a member of the Group of Ten Central Bank Governors and Governor of the International Monetary Fund. Prior to his appointment in 1982 as an executive director of DNB, Mr. WELLINK held several posts in the Dutch Ministry of Finance, including as the Treasurer General from 1977 to 1982. After studying Dutch law at Leyden University from 1961 to 1968 with a Master's degree obtained, Mr. WELLINK obtained a doctor's degree in economics at the Rotterdam Erasmus University in 1975. In 2008 he received an honorary doctorate from Tilburg University. From 1988 to 1998, Mr. WELLINK was an Extraordinary Professor at the Free University in Amsterdam. Mr. WELLINK is currently Vice Chairman of Supervisory Board of PricewaterhouseCoopers Accountants N.V., and Member of Advisory Board of Systemic Risk Council. Mr. WELLINK had served many additional functions in the past, including member of the supervisory board of a bank, a re-insurance company and other enterprises on behalf of the Dutch authorities, Chairman of the Board of Supervisors of the Netherlands Open Air Museum, member and treasurer of the Royal Picture Gallery Mauritshuis and the Westeinde Hospital in The Hague. He was awarded a Knighthood in the Order of the Netherlands Lion in 1980 and is Commander of the Order of Orange-Nassau since 2011.

LU Zhengfei

Independent Director

Independent Director of the Bank since July 2013. Mr. LU currently serves as the distinguished professor of Cheung Kong Scholar of Guanghua School of Management, Peking University. He served as the head of the Accounting Department of the School of Business, Nanjing University between 1994 and 1999, and the head of the Accounting Department of Guanghua School of Management, Peking University between 2001 and 2007, and Associate Dean of Guanghua School of Management, Peking University between 2007 and 2014. Mr. LU also currently serves as an executive director of the Accounting Society of China and Deputy Director of Financial Management Committee, an editorial board member of Accounting Research and Audit Research, and a member of the Disciplinary Committee of the Chinese Institute of Certified Public Accountants. In 2001, he was elected as a member of "The Hundred People Project of Beijing New Century Social Science Theoretical Talent". In 2005, he was elected to the "New Century Excellent Talent Support Plan" of the Ministry of Education, PRC. In 2013, he was elected to the “Renowned Expert Training Project” (first batch) of the Ministry of Finance. In 2014, he was elected as distinguished professor of Cheung Kong Scholar of the Ministry of Education, PRC. He currently serves as an independent non-executive director or an independent supervisor of a number of companies listed on the Hong Kong Stock Exchange, including: Independent Non-executive Director of Sinotrans Ltd. since September 2004, Independent Non-executive Director of Sino Biopharmaceutical Ltd. since November 2005, Independent Non-executive Director of China National Materials Co., Ltd. since December 2009, and Independent Supervisor of PICC Property and Casualty Co., Ltd. ("PICC P&C") since January 2011. He was an independent non-executive director of PICC P&C from February 2004 to December 2010. Mr. LU graduated from Renmin University of China in 1988 with a Master's degree in Economics (Accounting), and received his Doctor's degree in Economics (Management) from Nanjing University in 1996.

LEUNG Cheuk Yan

Independent Director

Independent Director of the Bank since September 2013. He is a former partner of Baker & McKenzie, which he joined in July 1987 and from which he retired in June 2011. During 2009 and 2010, he served as a part-time member of the Central Policy Unit of The Hong Kong Special Administrative Region Government. Mr. LEUNG has been an independent non-executive director of MMG Limited, which is listed on The Stock Exchange of Hong Kong Limited, since July 2012. Mr. LEUNG graduated from The Chinese University of Hong Kong with a Bachelor of Social Science degree (First Class Honours) in 1976, obtained a Master of Philosophy degree from The University of Oxford in 1981 and completed his legal study at The College of Law in England in 1982. He was admitted to practice as a solicitor in Hong Kong in 1985, in England and Wales in 1988, in the Australian Capital Territory in 1989 and in Victoria, Australia in 1991. He is a Senior Associate Member of St. Antony's College, Oxford.

WANG Changyun

Independent Director

Independent Director of the Bank since August 2016. Mr. WANG currently serves as professor and doctoral supervisor in finance at Renmin University of China (“RUC”). He served as a lecturer at RUC from 1989 to 1995 and as a lecturer at Business School, National University of Singapore from 1999 to 2005. He served successively as the Chair of Applied Finance Department of RUC, Director of China Financial Policy Research Center (a key research base of Ministry of Education) and Executive Vice Dean of Hanqing Advanced Institute of Economics and Finance at RUC from 2006 to 2016. Mr. WANG is currently also the Vice Chairman of China Investment Specialty Construction Association, Director of China Finance Annual Meeting Committee, Director of China Finance Association, Deputy Editor of Finance Research Quarterly, Deputy Editor of China Finance Research, and Deputy Editor of China Financial Review. He also serves as the standing committee member of Beijing Haidian District People’s Political Consultative Conference, the Central Committee member of China Democratic League, the special auditor of State Auditing Administration, the independent non-executive director of Hope Commercial Factoring Co., Ltd., Sichuan Star Cable Co., Ltd. and Beijing Haohua Energy Resource Co., Ltd. Mr. WANG has received social recognition and prizes including the Special Government Allowance of State Council, Best Paper Award of Chicago Board of Trade in 2001, and the "Middle Age Experts with National Outstanding Contribution", membership of “the Program for New Century Excellent Talents” of Ministry of Education in 2004, “Financial Support of National Science Fund for Distinguished Young Scholars” in 2007, a member of the “New Century National Hundred, Thousand and Ten Thousand Talent Program” in 2013, and the “Cheung Kong Distinguished Professor” of Ministry of Education in 2014. He obtained his Master degree in economics from RUC in July 1989 and Doctorate in Financial Economics from the University of London in January 1999.

Angela CHAO

Independent Director

Independent Director of the Bank since January 2017. Ms. CHAO serves as Deputy Chairman of Foremost Group where she is responsible for international shipping finance, strategy, chartering and ship management and operations. From 1994 to 1996, Ms. CHAO worked in the mergers & acquisitions department of Smith Barney, which is now Morgan Stanley Smith Barney. From 1996 to 1999, Ms. CHAO served as deputy general manager of Foremost Group, and from 2001 to 2008, Ms. CHAO had successively served as vice president and senior vice president of Foremost Group. Since 2008, she has served as deputy chairman of Foremost Group. In May 2005, Ms. CHAO was unanimously voted to be BIMCO39’s (The Baltic and International Maritime Council 39) Counsellor. In September 2005, she was selected as “Eminent Young Overseas Chinese” by the Overseas Chinese Affairs Office of the State Council of China. In November 2007, she was invited as speaker of World Shipping (China) Summit. In April 2011, she became a Founding Member of the Wall Street Journal’s Task Force on Women in the Economy. Ms. CHAO currently serves on the Boards of The Metropolitan Opera, Museum of Modern Art PS1, the UK P&I Marine Insurance Mutual, Foremost Foundation, Shanghai Mulan Education Foundation, and she also serves on the Harvard Business School’s Board of Dean’s Advisors, Carnegie-Tsinghua Center for Global Policy Board of Advisors, Lincoln Center Global’s China Advisory Council, the Chairman’s Council of the Metropolitan Museum of Art and American Bureau of Shipping Council. In addition, she is also a member of the Council on Foreign Relations, serves on the Young Leaders Forum of the National Committee on US-China Relations and serves as the member of Shanghai Jiao Tong University’s Antai College of Economics and Management Advisory Board, and honorary chairperson of the Jiao Tong University Alumni Association in America. Ms. CHAO graduated from Harvard College in three years in 1994 with a Bachelor’s degree in economics (Magna Cum Laude), and received her Master of Business Administration degree from Harvard Business School in 2001.

1.The Strategic Development Committee

The committee is mainly responsible for:

  • Reviewing the strategic development plans presented by the senior management and advising the Board accordingly;
  • Reviewing the annual budget of the Bank in accordance with the strategic development plan, and advising the Board accordingly;
  • Reviewing decisions on strategic capital allocation (policies on capital structure, capital adequacy ratio and risk-reward trade-off) and the objectives of asset-liability management, and advising the Board accordingly;
  • Coordinating strategy on the overall development of the various financial businesses, and advising the Board accordingly;
  • Designing and formulating key investment and financing plans, reviewing and approving the plans presented by the senior management, and advising the Board accordingly.

2. The Audit Committee

The committee is mainly responsible for:

  • Reviewing financial reports and other significant accounting policies and regulations put forward by the senior management;
  • Reviewing the external auditors' audit report, audit plan and the internal controlrecommendation;
  • Approving the Internal Audit Charter, Internal Audit Development plan, annual audit priorities, annual audit plan and budget;
  • Appraising the duty performance and working quality of the internal and external auditors and monitoring their independence;
  • Recommending the engagement, re-appointment and audit fee of the external auditor;
  • Appointing, dismissing and appraising the performance of the Chief Audit Officer; and Overseeing the Bank's internal control function, reviewing significant defects in internal control design and implementation by the senior management and reviewing fraud cases;
  • Reviewing employee reporting system and urging the Bank to conduct fair investigation and to take appropriate measures regarding the matters reported by the employees.

Please Click to Download:

TERMS OF REFERENCE AND MODUS OPERANDI OF AUDIT COMMITTEE.pdf

3.  The Risk Policy Committee

The committee is mainly responsible for:

  • Reviewing risk management strategy, major risk management policies, procedures and systems, and providing suggestions to the Board of Directors;
  • Reviewing the Bank's major risk activities, and exercising its veto power in a reasonable manner over any transaction that will or may lead to debts to the Bank and/or expose the Bank to market risk in excess of the single transaction risk limit or the accumulated transaction risk limit approved by the Risk Policy Committee or the Board of Directors;
  • Monitoring the implementation of the Bank's risk management strategies, policies and procedures, and providing suggestions to the Board of Directors; and
  • Reviewing the Bank's risk management situation, regularly assessing the duty performance of risk management and internal control by the senior management, departments and institutions of the Bank, including regularly hearing their reports and requesting improvement.

4. The Personnel and Remuneration Committee

The committee is mainly responsible for:

  • Assisting the Board of Directors in reviewing the Bank's human resources and remuneration strategies and overseeing their implementations;
  • Reviewing the structure, size and composition of the Board of Directors on an annual basis, and making suggestions to the Board regarding the scale and composition of the Board of Directors;
  • Studying and reviewing the standards and procedures for selecting, nominating and
  • appointing directors, members of the Bank's Board committees and senior management, and performing the duties of nomination, review and supervision;
  • Identifying individuals suitably qualified to become directors and making recommendations to the Board of Directors on the selection of individuals nominated for directorships;
  • Reviewing and monitoring the remuneration and incentive policies of the Bank; and
  • Setting the performance appraisal standards for the senior management of the Bank and evaluating the performance of the directors, supervisors and members of the senior management.

Please Click to Download:

TERMS OF REFERENCE AND MODUS OPERANDI OF PERSONNEL AND REMUNERATION COMMITTEE.pdf

5. The Connected Transactions Control Committee

The committee is mainly responsible for:

  • Administering connected transactions of the Bank in accordance with the provisions of relevant laws and regulations and formulating the administrative system with regard to connected transactions;
  • Defining connected transactions of the Bank in accordance with the provisions of relevant laws, regulations and the Articles of Association of the Bank;
  • Examining connected transactions of the Bank pursuant to the provisions of relevant laws and regulations, as well as the business principles of justice and fairness; and
  • Examining and approving information disclosure matters related to the significant connected transactions of the Bank.

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