There are five committees established under the Board: the strategy development committee, audit committee, risk management committee, nomination and compensation committee and related party transactions committee. Among these committees, the audit committee, nomination and compensation committee and related party transactions committee are chaired by the independent non-executive directors, and more than half of the committee members are independent non-executive directors.
Strategy Development Committee
The strategy development committee consists of 12 directors. Members include Mr. Wang Yong, Mr. Zhu Xiaohuang, Lord Peter Levene, Mr. Yam Chi Kwong, Joseph, Mr. Zhu Zhenmin, Mr. Lu Xiaoma, Mr. Chen Zuofu, Ms. Chen Yuanling, Mr. Zhang Jianguo, Ms. Li Xiaoling, Ms. Jenny Shipley and Mr. Dong Shi .
The primary responsibilities of the strategy development committee include:
drafting strategic development plans, supervising and assessing implementation thereof;
reviewing annual operational plans and financial budgets of the Bank;
reviewing strategic capital allocation plans and asset and liability management targets;
evaluating the coordinated development of various businesses;
reviewing material restructuring and re-organisation plans; and
reviewing significant investment and financing projects.
The audit committee consists of 5 directors. Mr. Wong Kai-Man, an independent non-executive director, currently serves as chairman of the audit committee. Members include Ms. Li Xiaoling, Ms. Jenny Shipley, Mr. Zhao Xijun and Mr. Dong Shi . Mr. Wong Kai-Man have certified public accountant qualifications in Hong Kong and United Kingdom. The composition of the audit committee of the Bank is in compliance with domestic and overseas regulatory requirements.
The primary responsibilities of the audit committee include:
monitoring the financial report, reviewing the disclosure of accounting information and significant events;
monitoring and assessing the internal controls;
monitoring the compliance level of the core businesses, management systems and principal business activities;
monitoring and assessing the internal audit; and
monitoring and assessing the external audit, etc.
Risk Management Committee
The risk management committee consists of nine directors. Mr. Yam Chi Kwong, Joseph, an independent non-executive director, currently serves as chairman of the risk management committee. Members include Mr. Wang Yong, Mr. Zhu Xiaohuang, Mr. Lu Xiaoma, Mr. Chen Zuofu, Ms. Chen Yuanling, Mr. Zhang Jianguo, Mr. Zhao Xijun, and Mr. Wong Kai-Man.
The primary responsibilities of the risk management committee include:
reviewing the risk management and internal control policies in accordance with the overall strategy of the Bank, monitoring and assessing their implementation and effectiveness;
providing guidance on building the risk management and internal control systems;
monitoring and assessing the organisational structure, working procedures and effectiveness for risk management department, and proposing changes for improvements;
reviewing the risk and internal control report, conducting periodic assessments of the risk management and internal control system, and providing their opinions in relation to further improvements to the risk management and internal control; and
evaluating the performance of the Bank’s senior management personnel responsible for risk management.
Nomination and Compensation Committee
The nomination and compensation committee consists of six directors. Ms. Jenny Shipley, an independent non-executive director, currently serves as chairperson of the nomination and compensation committee. Members include Mr. Wang Yong, Lord Peter Levene, Mr. Zhu Zhenmin, Ms. Sue Yang, and Mr. Wong Kai-Man.
The primary responsibilities of the nomination and compensation committee include:
formulating criteria and procedures for the selection and appointment of directors and senior management;
proposing candidates for directors, presidents, chief audit officer, secretary to the Board and board committee members to the Board;
evaluating candidates for senior management nominated by the president;
formulating development plans for senior management and back-up personnel for key positions;
formulating performance evaluation measures for directors and senior management, and compensation plans for directors, supervisors and senior management;
reviewing the compensation system submitted by the president;
proposing advice to the compensation plan for supervisors in accordance with the performance assessment of the supervisors by the board of supervisors; and
monitoring the implementation of the Bank’s performance assessment and compensation system.
Related Party Transactions Committee
The related party transactions committee consists of five directors. The independent non-executive director Mr. Zhao Xijun currently serves as chairman of the related party transactions committee. Members include: Mr. Zhu Xiaohuang, Mr. Chen Zuofu, Ms. Jenny Shipley, and Mr. Wong Kai-Man.
The primary responsibilities of the related party transactions committee include:
formulating and proposing standards for material related party transactions and the system for management of related party transactions, as well as the internal approval and filing system of the Bank, and submitting the above standards for approval to the Board;
identifying the related parties of the Bank;
receiving filings on general related party transactions; and
reviewing material related party transactions.