Board of Directors

Composition and Responsibilities of the Board of Directors

The Board of Directors is the decision-making body of the Bank. As of 18 August 2017, the Board of Directors consisted of 11 members, including 2 executive directors, namely, Ms. Li Qingping (Chairperson) and Mr. Sun Deshun (President); 4 non-executive directors, namely, Mr. Chang Zhenming, Mr. Zhu Gaoming, Ms. Huang Fang and Mr. Wan Liming; and 5 independent non-executive directors, namely, Ms. Wu Xiaoqing, Mr. Wong Luen Cheung Andrew, Mr. He Cao, Ms. Chen Lihua and Mr. Qian Jun.

As per the Articles of Association, the principal responsibilities of the Board of Directors of the Bank include the following: to convene the general meetings and make a work report to the meeting; to implement resolutions of the general meetings; to determine the development strategies, business plans and investment plans of the Bank; to prepare the annual financial budget and final accounts of the Bank; to prepare the profit distribution plans and loss remedy plans for the Bank; in accordance with the Articles of Association and within the scope of mandate authorized by the general meeting, to determine major investment, major asset acquisition and disposal and other major matters of the Bank; to prepare proposals for the increase or reduction of registered capital of the Bank; to prepare proposals for merger, division, dissolution, liquidation of the Bank or change in the corporate form of the Bank; to prepare proposals for the issue of debt securities or other valuable papers for the purpose of capital replenishment of the Bank as well as the listing thereof; to decide all the matters in relation to the issue of debt securities other than those issued for the purpose of capital replenishment of the Bank; to prepare proposals for repurchase of the Bank's stocks; to prepare proposals for the amendment of the Bank's Articles of Association; to appoint or dismiss president and board secretary of the Bank and determine their remunerations, rewards or punishments; according to nomination of the president, to appoint or dismiss vice president(s) and assistant president of the Head Office and other members of the senior management that the Board of Directors intends to appoint or dismiss, and to determine matters relating to their remunerations, rewards and punishments; to review and establish the basic management system and internal management framework of the Bank; to establish, improve and effectively implement the Bank's internal controls; to review and establish the codes and standards of the Bank, which shall specify the codes of conduct for management and business staff at all levels, require explicitly employees at all levels to promptly report the possible conflict of interests, define specific accountability terms and establish a corresponding mechanism to handle the same; to decide the establishment of domestic tier-one (directly controlled) by the Head Office branches, directly controlled institutions and overseas institutions; to decide the information disclosure policies and procedures of the Bank; to decide the information reporting system of the Bank and request the senior management to report operation matters of the Bank to it on a regular basis; to propose the appointment or dismissal of the accounting firms to the general meetings; to formulate procedures on management of related party transactions; to review and approve or to authorize the Audit and Related Party Transactions Control Committee under the Board of Directors to approve the related party transactions (except for the related party transactions that should be approved by the general meeting in accordance with applicable laws); to report specifically related party transactions and the implementation of the relevant procedures to the general meeting; to review and approve the proposals submitted by each specialized committee under the Board of Directors; according to the applicable regulatory requirements, to listen to the work reports of the President of the Bank and other members of senior management, and to monitor and ensure the effective discharge of their management responsibilities; to review and approve the rules of procedures of each committee of the Board of Directors; pursuant to regulatory requirements of the regulators of the banking industry of the State Council on financial statements consolidation, to assume final responsibility for management of the Bank's financial statements consolidation, to develop overall strategic guidelines for the Bank's financial statements consolidation, to review and supervise the formulation and implementation of specific plans on financial statements consolidation, and to establish a mechanism for regular review and assessment thereof; to exercise any other authorities prescribed by laws, administrative regulations, rules or the Articles of Association or conferred by the general meetings.

Specialized Committees under the Board of Directors

As of 3 March 2017, there are 5 specialized committees under the Board of Directors, namely the Strategic Development Committee, the Audit and Related Party Transactions Control Committee, the Risk Management Committee , the Nomination and Remuneration Committee and the Consumer Rights Protection Committee.
Strategic Development Committee

As of 3 March 2017, the Bank's Strategic Development Committee consisted of 4 directors, with executive director Ms. Li Qingping as chairperson, and Mr. Chang Zhenming, Mr. Sun Deshun and Mr. Qian Junas members. Its principal responsibilities include: research and review the Bank's business targets and long-term development strategies, business and organizational development plans, major investment and finance plans as well as other important matters that would affect the Bank's development, supervise and inspect implementation of the Bank's annual business plans and investment programs as authorized by the Board of Directors, and put forward recommendations thereof to the board.

Audit and Related Party Transactions Control Committee

As of 3 March 2017, the Bank's Audit and Related Party Transactions Control Committee comprised 4 directors, with independent non-executive director Ms. Wu Xiaoqing as chairperson, and Mr. Wong Luen Cheung Andrew, Mr. He Cao and Mr. Qian Jun as committee members. The principal responsibilities of the Audit and Related Party Transactions Control Committee include supervising the Bank's internal control, financial information and internal audit, identifying related parties of the Bank, as well as reviewing and filing the Bank's related party transactions within its authorized mandate.

Risk Management Committee

As of 3 March 2017, the Bank's Risk Management Committee comprised 4 directors with Mr. Sun Deshun as chairman, andMs. Li Qingping, Ms. Wu Xiaoqing and Mr. Qian Jun as members. The committee is mainly responsible for supervising the senior management's control of credit risk, liquidity risk, market risk, operational risk, compliance risk and reputation risk, carrying out regular assessment of the Bank's risk preference, credit grant policy, liquidity risk management policy, market risk management policy, operational risk management policy, compliance risk management policy, reputation risk management policy, lawfulness and compliance of business operation, management profile and risk resilience, putting forward recommendations to the Board of Directors on how to improve risk management and internal control of the Bank, deliberating proposals on risk management that are submitted to the Board of Directors for review and put forward relevant recommendations to the Board of Directors in accordance with the Bank's overall strategy, as well as guiding, reminding and supervising the senior management regarding protection of consumer rights and interests.

Nomination and Remuneration Committee

As of 3 March 2017, the Bank's Nomination and Remuneration Committee comprised 4 directors, with independent on-executive director Mr. Wong Luen Cheung Andrew as chairman, and Ms. Wu Xiaoqing, Ms. Chen Lihua and Mr. Qian Junas a member. Principal responsibilities of the Nomination and Remuneration Committee include assisting the Board of Directors in formulating procedures and standards on nomination of candidates for directorship and senior management membership, drafting remuneration schemes, performance evaluation rules and incentives programs for directors, supervisors and senior management members, and raising recommendations thereof to the Board of Directors.

Consumer Rights Protection Committee

The board approved the establishment of the Consumer Rights Protection Committeeon 27 October 2016, which comprised of 3 directors, with Ms. Chen Lihua as chairperson, and Mr. Wu Xiaoqing and Mr. He Cao as members. Principal responsibilities of theConsumer Rights Protection Committee include formulating the Bank’s strategies, policies and objectives of consumer protection,urging the senior management to effectively implement relevant work of consumer protection, supervising and assessing the Bank's consumer protection work regarding its comprehensiveness, timeliness and effectiveness, and the senior management's performance of duties, and advising the board.