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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, Corporate Culture and Consumer Protection 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 15 members. Besides the Chairman, there are three executive directors, five non-executive directors and six independent 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 CBIRC. 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
Corporate
Culture
and
Consumer
Protection
Committee
Audit
Committee
Risk
Policy
Committee
Personnel
and
Remuneration
Committee
Connected
Transactions
Control
Committee
LIU Liange C M        
LIU Jin M          
WANG Wei           M
LIN Jingzhen       M    
XIAO Lihong M     C    
WANG Xiaoya M M     M  
ZHANG Jiangang M   M      
CHEN Jianbo M M   M    
HUANG Binghua   C M M M  
JIANG Guohua M M C   M M
Martin Cheung
Kong LIAO
M   M   M C
CHUI Sai Peng Jose   M   M C M
Jean-Louis Ekra M M   VC    
E Weinan M M     M  
Giovanni Tria M VC M     M

Notes:

C  Chairman of the relevant Board committees

VC Vice Chair 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:

LIU Liange
Chairman

Chairman of the Board of Directors of the Bank since July 2019. Mr. LIU joined the Bank in 2018, and served as Vice Chairman of the Board of Directors of the Bank from October 2018 to July 2019 and President of the Bank from August 2018 to June 2019. He served as Vice Chairman and President of the Export-Import Bank of China from July 2015 to June 2018. Mr. LIU served as Vice President of the Export-Import Bank of China from March 2007 to February 2015. He also served as Director of the African Export-Import Bank from September 2007 to February 2015, as Chairman of the Board of Supervisors of Sino-Italian Mandarin Capital Partners from March 2009 to June 2015, and as Chairman of the Board of Directors of Regional Credit Guarantee and Investment Facility (Asia) from March 2014 to May 2015. Mr. LIU worked in the People’s Bank of China (“PBOC”) for many years, successively serving as Deputy Director-General of the International Department of the PBOC, President of the Fuzhou Central Sub-branch of the PBOC and Director of the Fujian Branch of the State Administration of Foreign Exchange, Director General of the Anti-Money Laundering Bureau (the Security Bureau) of the PBOC. Mr. LIU served as President of Shanghai RMB Trading Unit from October 2018 to November 2019, Vice Chairman of the Board of Directors of BOC Hong Kong (Holdings) Limited from December 2018 to July 2019, and Chairman of the Board of Directors of BOC Hong Kong (Holdings) Limited since July 2019. He graduated from the Graduate School of the People’s Bank of China with a Master’s Degree in Economics in 1987. He holds the title of Senior Economist.

LIU Jin
Vice Chairman and President

Vice Chairman of the Board of Directors of the Bank since June 2021 and President of the Bank since April 2021. Mr.Liu joined the Bank in 2021. Prior to that, Mr. Liu served as Executive Director of China Everbright Group from December 2019 to March 2021, President of China Everbright Bank from January 2020 to March 2021, and Executive Director of China Everbright Bank from March 2020 to March 2021. From September 2018 to November 2019, he worked at China Development Bank as its Executive Vice President. Mr. Liu had worked in Industrial and Commercial Bank of China (ICBC) for many years, serving as Deputy General Manager of its Shandong Branch, Vice Chairman, Executive Director, General Manager of ICBC (Europe) and General Manager of ICBC Frankfurt Branch, General Manager of the Investment Banking Department of its Head Office, and General Manager of its Jiangsu Branch. Mr. LIU began to serve as Vice Chairman of the Board of Directors of BOC Hong Kong (Holdings) Limited as of August 2021.He graduated from Shandong University in 1993 with a Master of Arts degree. He holds the title of Senior Economist.

WANG Wei
Executive Director and Executive Vice President

Executive Director of the Board of Directors since June 2020 and Executive Vice President of the Bank since December 2019. Mr. WANG joined the Bank in 2019. He served as Executive Director and Executive Vice President of Agricultural Bank of China (“ABC”) from February 2018 to November 2019, and began to serve as Executive Vice President of ABC from December 2013 and as a member of senior management of ABC from December 2011. Mr. WANG previously served in several positions in ABC, including Deputy General Manager of Ningxia Branch, Deputy General Manager of Gansu Branch, General Manager of Gansu Branch, General Manager of Xinjiang Branch, General Manager of Xinjiang Production and Construction Corps Branch, General Manager of the Office of ABC, General Manager of Hebei Branch, General Manager of the Internal Control and Compliance Department, General Manager of the Human Resources Department and Chief Officer of the Sannong Business. Mr. WANG graduated from Shannxi Institute of Finance and Economics in 1983, and from Southwestern University of Finance and Economics with a Doctor’s Degree in Economics in 2015. He holds the title of Senior Economist.

LIN Jingzhen
Executive Director and Executive Vice President

Executive Director of the Bank since February 2019 and Executive Vice President of the Bank since March 2018. Mr. LIN joined the Bank in 1987. He served as Deputy Chief Executive of BOC Hong Kong (Holdings) Limited from May 2015 to January 2018, as General Manager of the Corporate Banking Department of the Bank from March 2014 to May 2015, and as General Manager (Corporate Banking) of the Corporate Banking Unit of the Bank from October 2010 to March 2014. Prior to this, he successively served as Deputy General Manager of Corporate Banking Department and Corporate Banking Unit of the Bank. Mr. LIN served as Chairman of BOC International Holdings Limited from April 2018 to December 2020, Chairman of BOC International (China) Co., Ltd. from May 2018 to April 2022. He has been serving as Non-executive Director of BOC Hong Kong (Holdings) Limited since August 2018. He graduated from Xiamen University in 1987, and obtained a Master of Business Administration Degree from Xiamen University in 2000.

 

XIAO Lihong
Non-executive Director

Non-executive Director of the Bank since August 2017. Ms. XIAO was Non-executive Director of China Galaxy Asset Management Co., Ltd. from December 2020 to September 2021, Non-executive Director of China Galaxy Financial Holdings Company Limited from October 2018 to September 2021 and Non-executive Director of China Galaxy Securities Company Limited from February 2019 to June 2021. She served as Inspector of the Current Account Management Department of the SAFE from April 2014 to August 2017. She was Deputy Director-General of the Current Account Management Department of the SAFE from September 2004 to April 2014, and concurrently as Vice General Manager and Party Committee Member of the Beijing Branch of China Construction Bank from July 2011 to July 2012. She served successively as Deputy Chief of the Current Account Division and the Nontrade 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 has been serving as Non-executive Director of China Reinsurance (Group) Corporation since August 2019. She 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 PBOC. 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 PBOC 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 Institute of Finance of the PBOC. Currently, she is a member of the Academic Committee of the China Institute for Rural Studies of Tsinghua University, Invited Researcher of the National Institute of Financial Research of Tsinghua University and Doctoral Supervisor of Southwestern University of Finance and Economics. 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 Doctor’s Degree, respectively.

ZHANG Jiangang
Non-executive Director

Non-executive Director of the Bank since July 2019. Mr. ZHANG served as member of the Party Committee, Secretary of Party Discipline Committee, Deputy Secretary-General, and Chairman of the Financial Evaluation Committee of the China Appraisal Society from May 2016 to July 2019. From August 2014 to May 2016, Mr. ZHANG served as Deputy Secretary-General of the China Appraisal Society. From September 2000 to August 2014, he worked in the Department of Personnel and Education of the Ministry of Finance, successively serving as the Principal Staff Member, Deputy Director and Director. From November 1998 to September 2000, Mr. ZHANG served as a cadre of the editorial office of the State Assets Management of the Ministry of Finance. From July 1995 to November 1998, he served as a cadre of the former State State-owned Assets Administration Bureau. Mr. ZHANG graduated from the China Youth University of Political Studies in July 1995 with a Bachelor’s Degree in Law, and obtained a Master’s Degree in Management from the Graduate School of the Chinese Academy of Fiscal Sciences of the Ministry of Finance in December 2002. He holds the title of Senior Economist.

CHEN Jianbo
Non-executive Director

Non-executive Director of the Bank since June 2020. Mr CHEN served as Non-executive Director of Agricultural Bank of China Limited from January 2015 to June 2020. He previously served as Assistant Research Fellow and Deputy Division Chief, Institute of Development of the Rural Policy Research Office of the Secretariat of the CPC Central Committee and the Rural Development Research Center of the State Council; Division Chief and Research Fellow of the Development Research Center of the State Council; and Director-General of the General Office of the Central Leading Group for Financial and Economic Affairs and the Office of Central Rural Work Leading Group. He once led and participated in research and technical assistance projects sponsored by the World Bank, Asian Development Bank, European Union, United Nations Development Programme, United Nations Industrial Development Organization and other international institutions. He also hosted a number of research projects in cooperation with institutions in the U.S. and Japan etc. He had multiple appointments as a consulting expert by the World Bank, Asian Development Bank and other institutions. Besides, he was a Visiting Scholar at Brandeis University, and a Visiting Research Fellow at Institute of Developing Economies in Japan and Asian Development Bank Institute. He received a PhD in Management from Renmin University of China in May 2005.

HUANG Binghua
Non-executive Director

Non-executive Director of the Bank since March 2022. Mr. HUANG served as Deputy Director of the Department of Asset Management of the Ministry of Finance from August 2018 to March 2022. From September 2015 to August 2018, he served successively as Party Committee Member, Vice Party Secretary, and Deputy Director (deputy at the department level) of the Budget Assessment and Review Center of the Ministry of Finance. From August 2014 to September 2015, he served as Chief of the Comprehensive Division of Department of Asset Management of the Ministry of Finance. From July 2000 to August 2014, he worked at the Department of Enterprises of the Ministry of Finance and successively held the positions of Principal Staff Member, Deputy Chief, Chief of the Third Division of Enterprises, Chief of the State-owned Capital Budget Management Division, Chief of the Enterprise Operation Division, and Chief of the Comprehensive Division. From February 1996 to July 2000, he served at the Department of Property Rights Registration and Asset Statistics of the National State-owned Assets Management Bureau and the Department of Asset Assessment of the Ministry of Finance. Mr. Huang graduated from the School of Government, Peking University majoring in Administrative Management and obtained a Bachelor’s Degree in Law.

JIANG Guohua
Independent Director

Independent Director of the Bank since December 2018. Mr. JIANG serves as Professor of Accounting at the Guanghua School of Management, Peking University. Currently he also serves as a member of China National MPAcc Education Steering Committee and Associate Dean of Peking University Graduate School. Mr. Jiang has successively served as Assistant Professor, Associate Professor and Professor of the Accounting Department of Guanghua School of Management, Peking University since 2002, during which he successively served as Director of the Yenching Academy, Executive Associate Dean and Director of the Yenching Academy from 2013 to 2017. From 2007 to 2010, he was a senior investment consultant at Bosera Fund Management Company; from 2010 to 2016, he served as independent director of Datang International Power Generation Co. Ltd.; from 2011 to 2014, he was an academic advisor to the Global Valuation Institute of KPMG International; and from 2014 to 2015, he was a member of the Global Agenda Council of the World Economic Forum. Currently he also serves as independent director of ZRF Fund Management Company Ltd. and China Merchants Life Insurance Company Ltd.. Mr. Jiang was named National Leading Talent in Accounting by China Ministry of Finance (2012). He was an Elsevier Chinese Most Cited Researcher consecutively from 2014 to 2017. He was a member of the 17th Stock Issuance Review Committee of China Securities Regulatory Commission. Mr. Jiang graduated from Peking University in 1995 with a Bachelor’s degree in Economics, received his Master’s degree in Accounting from Hong Kong University of Science and Technology in 1997, and obtained his Doctor’s degree in Accounting from the University of California, Berkeley in 2002.

Martin Cheung Kong LIAO
Independent Director

Independent Director of the Bank since September 2019. Mr. LIAO was called to the Bar in England and Wales in 1984 and was called to the Bar in Hong Kong in 1985 and is a practicing barrister in Hong Kong. He has been serving as a Member of the Legislative Council of the Hong Kong Special Administrative Region since 2012. Mr. LIAO has also been serving as a Steward of the Hong Kong Jockey Club since April 2013, an Independent Non-executive Director of Hang Lung Group Limited since November 2014, and Chairman of the Advisory Committee on Corruption of the Independent Commission Against Corruption since January 2019. Mr. LIAO has been appointed as a Non-Official Member of the Executive Council of the Hong Kong Special Administrative Region since November 2016. He was appointed as Justice of the Peace in 2004, was awarded the Silver Bauhinia Star in 2014 and was awarded the Gold Bauhinia Star in 2019. He is elected as Deputy of the Hong Kong Special Administrative Region to the 11th, 12th and 13th National People’s Congress of the People’s Republic of China. Mr. LIAO previously served as Chairman of the Anti-Money Laundering and Counter Terrorist Financing Review Tribunal and Chairman of The Hong Kong Council for Accreditation of Academic and Vocational Qualifications. He graduated from University College London with a Bachelor of Economic Science (Hons) Degree in 1982 and a Master of Laws Degree in 1985.

CHUI Sai Peng Jose
Independent Director

Independent Director of the Bank since September 2020. Mr. Chui Sai Peng Jose is currently the Managing Director of CAA City Planning & Engineering Consultants Ltd. of Macao, Chairman of Board of Directors of Zhuhai Da Chang Tubular Pile Co., Ltd., CEO of Parafuturo de Macau Investment and Development Ltd., and Chairman of Board of Directors of Macao Young Entrepreneur Incubation Centre. He is also the Deputy of the Macao Special Administrative Region (the “Macao SAR”) to the 13th National People’s Congress, Deputy of Legislative Assembly of the Macao SAR, and member of the Economic Development Committee of the Macao SAR. In addition, he serves as a member of the National Committee of China Association for Science and Technology, Deputy Managing Director of Board of Directors of Macao Chamber of Commerce, Vice-President of General Assembly of the Macao Association of Building Contractors and Developers, President of Association of Macao Engineering Consultant Companies. Mr. Chui served as the President of Hou Kong Junior Chamber in 1994 and President of Junior Chamber International Macao, China in 1999. He was the Chairman of Committee for Building Appraisal of the Macao SAR from 2002 to 2015. He served as member and Vice-President of the Committee of Cultural Industries of the Macao SAR from 2010 to 2016. Currently he serves as Independent Director of Luso International Banking Ltd. and Director of Macao Science Center. Mr. Chui is a registered Urban Planner and Civil Engineer of Macao SAR. He is also a registered Civil Engineer and Structural Engineer (Senior Engineer Level) of California, USA. Mr. Chui received his Bachelor’s degree in Civil Engineering from University of Washington in 1981, and received his Master’s degree in Civil Engineering from University of California, Berkeley in 1983. He graduated from Tsinghua University in 2002 with a Doctor’s degree in Urban Planning.

Jean-Louis Ekra
Independent Director

Independent Director of the Bank since May 2022. Mr. Jean-Louis Ekra currently sits on the Board of several institutions including Africa Economic Research Consortium (AERC), Globeleq and the Fund for Export Development in Africa (FEDA). He is the founder of Ayipling Morrison Capital. He was until September 2015 President and Chairman of the Board of the African Export-Import Bank (Afreximbank or the Bank) in Cairo, Egypt. He assumed this role in January 2005 after holding successively the positions of Executive Vice-President and Senior Executive Vice-President of the Bank. Under his leadership, the Bank was assigned an investment grade credit rating by 3 major international rating agencies (Fitch, Moody’s and S&P) and won many awards and Prizes for excellence given by various reputable organizations. Before joining Afreximbank in 1996, he held senior positions in different institutions including: Vice-President in charge of International Financial Institutions at Citibank NA Abidjan; Managing Director of Société Ivoirienne de la Poste et de l’Epargne (SIPE); Country Manager for the West African Economic & Monetary Union (UEMOA) and Partner at DKS Investment, a financial advisory firm in Jersey. He was for 4 years elected Honorary President of the Global Network of Exim Banks and Development Finance Institutions (G-NEXID). In 2011, Jean-Louis Ekra was listed among the 100 most influential people of Africa by “New African”. In 2013, he received the “Lifetime Achievement Award” from “African Bankers”. In 2016, he was awarded the honour of Commandeur de l’Ordre National of C?te d’Ivoire. He holds a Master of Business Administration from Stern School of Business at New York University (NYU) and a Master of Economics from University of Abidjan, C?te d’Ivoire.

E Weinan
Independent Director

Independent Director of the Bank since July 2022. Mr. E Weinan is an Academician of Chinese Academy of Sciences, Professor of School of Mathematical Sciences at Peking University, Professor of School of Mathematical Sciences and Institute of Applied Mathematics of Princeton University of the United States, and joint director of the National Engineering Laboratory of Big Data Analysis and Applied Technology. He is also Director of Beijing Institute of Big Data Research, and Dean of School of Data Science, University of Science and Technology of China. He once served as a faculty member of Institute for Advanced Study, Princeton University of the United States from 1991 to 1994, Associate Professor and Professor of Courant Institute of Mathematical Sciences, New York University from 1994 to 1999, Professor of School of Mathematical Sciences, Peking University, and Chair Professor of the Cheung Kong Scholars Program from 2000 to 2019. He has concurrently served as Chief Scientist of Beijing Zhijian Moqi Technology Co., Ltd. since 2016, and Director and Chief Scientific Advisor of Beijing Shenshi Technology Co., Ltd. since 2018. He obtained his bachelor’s degree from University of Science and Technology of China in 1982, master’s degree from Computing Center of Chinese Academy of Sciences in 1985, doctor’s degree from University of California, Los Angeles in 1989, and postdoctoral degree from Courant Institute of Mathematical Sciences, New York University in 1991.

Giovanni Tria
Independent Director

Independent Director of the Bank since July 2022. Mr. Giovanni Tria is an economist with more than 40 years of academic and professional experience in the fields of macroeconomics, price policies, economic development policies, business cycle and growth, public investment assessment and project evaluation, role of the institutions on the process of growth, economics of crime and economics of corruption, service sector and public sector economics. Mr. Tria received his degree in Law from University in Rome “La Sapienza” in 1971, then became associate professor and full professor of Political Economy at Faculty of Economics, the University of Rome Tor Vergata, where he served as Dean of the Faculty from 2016 to May 2018 until he was appointed Minister of Economic and Finance of Italy in the Conte I Cabinet and member of the IMF Board of Governors from June 2018 to September 2019. Currently he is adviser of the Italian Ministry of Economic Development in the Draghi Cabinet since March 2021 and honorary professor at University of Rome Tor Vergata. His past professional and academic positions include expert at the Department of Treasury and member of the “Evaluation Team of Public Investments” at the Ministry of Budget of Italy from 1987 to 1990, visiting scholar at the Department of Economics at Columbia University in 1986, consultant at the World Bank from 1998 to 2000, consultant at the Ministry of Foreign Affairs (Directorate General for Development Cooperation) from 1999 to 2002, Delegate for the Italian Government at the Governing Body of International Labour Organization from 2002 to 2006 and from 2009 to 2012, Vice Chair of Committee for Information, Computer and Communication Policy (ICCP) and Member of the Innovation Strategy Expert Advisory Group at OECD from 2009 to 2011. He served as Director of Center for Economic and international Studies at University of Rome Tor Vergata from 2000 to 2009 and as President of Italian National School of Administration from 2010 to 2016.

1.The Strategic Development Committee

The committee is mainly responsible for:

  • Reviewing the strategic development plans presented by the Senior Management, assessing the factors that may affect the strategies of the Bank and their implementation, and advising the Board with regard to strategy adjustments;
  • Reviewing the annual budget, strategic capital allocation (policies on capital structure, capital adequacy ratio and risk-reward trade-off), the objectives of asset-liability management, IT development and other special strategic development plans of the Bank, and advising the Board accordingly;
  • Coordinating strategies on the overall development of various financial businesses and the development of domestic and overseas institutions, and deciding on the setup, cancellation and increase or decrease of capital of the Bank’s domestic and overseas institutions within its scope of authorization;
  • Designing and formulating key investment and financing plans and merger and acquisition plans of the Bank; and reviewing the substantial internal reorganisation and adjustment plans of the Bank, and advising the Board accordingly;
  • Reviewing the Bank’s green credit strategy, making relevant suggestions to the Board, and supervising the Bank’s implementation and compliance of green credit strategy;
  • Establishing the Bank’s strategic development plan and basic management regimes with regard to inclusive finance business, reviewing annual business plan and assessment measures on inclusive finance business, and supervising the Bank’s implementation of inclusive finance strategies, policies and regulations.

2. The Corporate Culture and Consumer Protection Committee

Main functions and powers of the Committee are:

  • To review the development plans and policies of corporate culture of the Bank, make suggestions to the Board and supervise the implementation of such plans and policies;
  • To supervise the Management to review and evaluate the practice of the Bank’s values, and to promote the detailed division, popularization, training, and implementation of the values & mindset system;
  • To supervise the Management to establish and implement an evaluation system for corporate culture work, and to supervise and evaluate the Bank’s implementation of the corporate culture development;
  • To review the Bank’s code of conduct of employees and to supervise the Management to establish corresponding mechanisms of implementation;
  • To review the Bank’s consumer protection strategy, policy and objectives, make suggestions to the Board, and supervise and assess the Bank’s consumer protection work;
  • To review the Bank’s development plans, policies and reports on environment, society and governance (ESG), make suggestions to the Board, identify, assess and manage important ESG-related issues, and establish an appropriate and effective ESG risk management and internal control system;
  • To regularly debrief reports on corporate culture building, ESG, consumer protection and other work of the Bank.

3. 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 control recommendation;
  • 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.

4.  The Risk Policy Committee

The committee is mainly responsible for:

  • Performing duties in relation to comprehensive risk management;
  • 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.

5. 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, members of the senior management.

6. The Connected Transactions Control Committee

The committee is mainly responsible for:

  • Administering the connected transactions of the Bank in accordance with relevant laws, regulations and normative documents, and formulating administrative regulations with regard to connected transactions;
  • Confirming the Bank’s connected parties according to laws, regulations and normative documents, and reporting the relevant confirmation to the Board of Directors and the Board of Supervisors;
  • Defining the connected transactions of the Bank in accordance with laws, regulations and normative documents;
  • Examining the connected transactions of the Bank pursuant to relevant laws, regulations and normative documents, as well as the business principles of justice and fairness;
  • Examining information disclosure matters related to significant connected transactions of the Bank.

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