Board of Directors

Composition and Responsibilities of the Board of Directors

The Board of Directors is the decision-making body of the Bank. Currently the Board of Directors consists of ten members, including three executive directors, namely, Ms. Li Qingping (Chairperson), Mr. Fang Heying (President) and Mr. Guo Danghuai (Vice President); three non-executive directors, namely, Mr. Cao Guoqiang, Ms. Huang Fang and Mr. Wan Liming; and four independent non-executive directors, namely, Mr. He Cao, Ms. Chen Lihua, Mr. Qian Jun and Mr. Yan Lap Kei Isaac.

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 branches (directly controlled by the Head Office), 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

There are five specialized committees under the Board of Directors, namely the Strategic Development Committee, the Risk Management Committee, the Audit and Related Party Transactions Control Committee, the Nomination and Remuneration Committee and the Consumer Rights Protection Committee.

Strategic Development Committee

The Bank's Strategic Development Committee consists of 4 directors, with executive director Ms. Li Qingping as chairperson, and Mr. Cao Guoqiang, Mr. Fang Heying and Mr. Qian Jun as members. Its principal responsibilities include: to 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, to supervise and inspect implementation of the Bank's annual business plans and investment programs as authorized by the Board of Directors, and to put forward recommendations thereof to the board.

Risk Management Committee

The Bank's Risk Management Committee is comprised of four directors with Mr. Fang Heying as chairman, and Mr. Guo Danghuai, Mr. Qian Jun as well as Mr. Yan Lap Kei Isaac 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, managing money laundering risk of the Bank, guiding the Bank to perform its anti-money laundering duties and obligations, examining the overall situation of money laundering risk and reporting to the Board of Directors, putting forward suggestions on major matters of anti-money laundering, convening special meetings of the Committee on a regular basis to review important matters of anti-money laundering risk management, as well as 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.

Audit and Related Party Transactions Control Committee

The Bank's Audit and Related Party Transactions Control Committee is comprised of three directors, with independent non-executive director Mr. Yan Lap Kei Isaac as chairman, and Mr. He Cao as well as 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.

Nomination and Remuneration Committee

The Bank's Nomination and Remuneration Committee consists of three directors, with independent non-executive director Mr. Qian Jun as chairman, and Ms. Huang Fang as well as Mr. Yan Lap Kei Isaac as members. 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 Bank's Consumer Rights Protection Committee consists of three directors, with non-executive director Ms. Huang Fang as chairperson, and Mr. He Cao as well as Ms. Chen Lihua as members. Principal responsibilities of the Consumer 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.