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There are five committees established under the Board: the strategy development committee, audit committee, risk management committee, nomination and compensation committee and social responsibilities & related party transactions committee. Among these committees, the audit committee, risk management committee, nomination and compensation committee and social responsibilities & 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 13 directors.  Mr. Tian Guoli, chairman of the Bank, currently serves as chairman of the strategy development committee. Members include Mr. Tian Bo, Ms. Feng Bing, Ms. Anita Fung Yuen Mei, Mr. Zhu Hailin, Mr. Liu Guiping, Sir Malcolm Christopher McCarthy, Mr. Wu Min, Mr. Carl Walter, Mr. Zhang Qi, Mr. Murray Horn, Mr. Xia Yang and Mr. Zhang Gengsheng.

The primary responsibilities of the strategy development committee include:

  • ● drafting strategic development plans, supervising and assessing implementation thereof;
  • ● reviewing annual operational plans and fixed assets investment budgets;
  • ● reviewing the implementation of annual operational plans and fixed assets investment budgets;
  • ● evaluating the coordinated development of various businesses;
  • ● reviewing material restructuring and re-organisation plans;
  • ● reviewing significant investment and financing projects of the Bank;
  • ● exercising the power of equity investment, IT planning, capital adequacy ratio management and other matters within the scope of the Board’s authorisation; and
  • ● other duties and powers authorised by the Board.

 

Audit Committee

The audit committee consists of 6 directors. Mr. Kenneth Patrick Chung, an independent non-executive director, currently serves as chairman of the audit committee. Members include Mr. Tian Bo, Ms. Anita Fung Yuen Mei, Mr. Zhu Hailin, Mr. Carl Walter and Mr. Murray Horn. Mr. Kenneth Patrick Chung has 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 reports, reviewing the disclosure of accounting information and significant events of the Bank;
  • ● monitoring and assessing the internal controls of the Bank;
  • ● monitoring and assessing the internal auditing work of the Bank;
  • ● monitoring and assessing the external auditing work;
  • ● paying attention to potential misconducts and ensuring appropriate arrangements;
  • ● reporting work to the Board; and
  • ● other duties and powers authorised by the Board.

 

Risk Management Committee

The risk management committee consists of 7 directors. Mr. Murray Horn, an independent non-executive director, currently serves as chairman of the risk management committee. Members include Ms. Anita Fung Yuen Mei, Mr. Liu Guiping, Sir Malcolm Christopher McCarthy, Mr. Wu Min, Mr. Kenneth Patrick Chung and Mr. Xia Yang.

The primary responsibilities of the risk management committee include:

  • ● reviewing the risk management policies in accordance with the overall strategy of the Bank, monitoring and assessing their implementation and effectiveness;
  • ● providing guidance on establishing the risk management system;
  • ● monitoring and assessing the organisational structure, working procedures and effectiveness for risk management department, and proposing changes for improvement;
  • ● reviewing the risk report, conducting periodic assessments of the risk condition, and providing opinions in relation to further improvements on the risk management of the Bank;
  • ● evaluating the performance of the Bank’s senior management personnel responsible for risk management;
  • ● supervising the compliance of core businesses, management systems and major operation activities of the Bank; and
  • ● other duties and powers authorised by the Board.

 

Nomination and Compensation Committee

The nomination and compensation committee consists of 7 directors. Sir Malcolm Christopher McCarthy, an independent non-executive director, currently serves as chairperson of the nomination and compensation committee. Members include Ms. Feng Bing, Ms. Anita Fung Yuen Mei, Mr. Carl Walter, Mr. Zhang Qi, Mr. Kenneth Patrick Chung and Mr. Murray Horn.

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 the structure, number of members and composition of the Board (including aspects on expertise, knowledge and experience), and proposing suggestions on the adjustment of the Board to implement the corporate strategies of the Bank;
  • ● supervising the performance of members of the Board;
  • ● evaluating candidates for senior management nominated by the president;
  • ● formulating development plans for senior management and back-up personnel for key positions;
  • ● evaluating the remuneration management system submitted by the president;
  • ● formulating performance evaluation measures for directors and senior management and submitting to the Board for deliberation;
  • ● organising performance assessment for directors and senior management; and proposing advice on the remuneration plan for directors and senior management in accordance with the performance assessment results and the board of supervisors’ performance evaluations, and submitting to the Board for deliberation;
  • ● proposing advice on the remuneration plan for supervisors in accordance with the performance assessment of the supervisors by the board of supervisors and submitting to the Board for deliberation;
  • ● monitoring the implementation of the Bank’s performance assessment and remuneration systems; and
  • ● other duties and powers authorised by the Board.

 

Social Responsibilities & Related Party Transactions Committee

The social responsibilities & related party transactions committee consists of 4 directors. Mr. Carl Walter, an independent non-executive director, currently serves as chairman of the social responsibilities & related party transactions committee. Members include: Mr. Murray Horn, Mr. Kenneth Patrick Chung, Mr. Zhang Gengsheng.

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;
  • ● reviewing material related party transactions;
  • ● studying and formulating the strategies and policies of social responsibilities of the Bank;
  • ● evaluating credit policies related to environment and sustainable development;
  • ● monitoring, inspecting and assessing the performance of social responsibilities of the Bank;
  • ● studying and formulating the strategies, policies and objectives of consumer rights and interests protection of the Bank, supervising and assessing the work of consumer rights and interests protection of the Bank; and
  • ● other duties and powers authorised by the Board.