Board of Directors

The Board of Directors is the decision-making body of the Bank. It consists of 9 members, chaired by Mr. Fang Heying. Board members include 2 executive directors, namely Mr. Fang Heying (Chairman) and Mr. Hu Gang; 3 non-executive directors, namely Mr. Wei Qiang, Mr. Wang Yankang, and Mr. Fu Yamin; 4 independent non-executive directors, namely Mr. Liu Tsz Bun Bennett, Mr. Zhou Bowen, Mr. Wang Huacheng, and Ms. Song Fangxiu.

Special Committees under the Board of Directors

There are 6 special committees under the Board of Directors, namely the Strategic and Sustainable Development Committee, the Risk Management Committee, the Audit Committee, the Related Party Transactions Control Committee, the Nomination and Remuneration Committee, and the Consumer Rights Protection Committee.

Strategic and Sustainable Development Committee

The principal responsibilities of the Strategic and Sustainable Development Committee include the following: to study the Bank’s operation and management objectives, long-term development strategies, and special strategic development plans respectively regarding human resources, information technology development, and other areas; to study annual fiscal budget and final accounts plan, strategic capital allocation (capital structure, capital adequacy ratio, etc.), asset and liability management targets, and major institutional adjustment plans; to study proposals on major cooperation, investment, financing, and merger and acquisition and make recommendations to the Board of Directors; to coordinate and promote the Bank’s ESG system building, deliberate on the ESG-related work reports, and press ahead with the implementation of other ESG-related work as required by regulatory authorities; to promote the implementation of work related to the “Five Priorities” in the financial sector (technology finance, green finance, inclusive finance, pension finance, and digital finance) in accordance with regulatory requirements.

Risk Management Committee

The principal responsibilities of the Risk Management Committee include the following: to supervise the senior management’s controls of credit risk, liquidity risk, market risk, interest rate risk in the banking book, operational risk, compliance risk, money laundering risk, reputational risk, etc.; to evaluate the Bank’s risk preference and risk profile and make recommendations to the Board of Directors on how to improve risk management and internal control of the Bank; in accordance with the Bank’s overall strategies, review the proposals on risk management submitted to the Board of Directors for review and make relevant recommendations to the Board of Director; to review major risk management framework such as basic rules on anti-monetary laundering and the following major risk management policies on risk preference and credit risk management, liquidity risk management, market risk management, operational risk management, compliance risk management, reputational risk management, credit risk internal rating management, and stress testing, and make recommendations to the Board of Directors; to evaluate the effectiveness of the Bank’s compliance management and its compliance culture development, urge the Bank to address major issues identified in compliance management and the development of a compliance culture, and fulfill other compliance management duties as authorized by the Board of Directors.

Audit Committee

The principal responsibilities of the Audit Committee include the following: to review the Bank’s financial position, and oversee and evaluate the Bank’s internal control; to review the Bank’s financial monitoring and internal control systems, as well as internal control evaluation reports, and make recommendations to the Board of Directors; to review financial and accounting reports, as well as financial information in periodic reports and their disclosure; to make recommendations to the Board of Directors on the engagement or removal of accounting firms that perform periodic statutory audits for the Bank’s financial statements, and submit the relevant auditing expenses to the Board of Directors for deliberation and to the Shareholders’ Meeting for approval; to oversee and evaluate external auditing; to oversee and evaluate internal auditing, guide the effective operation of the internal audit department, and supervise the establishment and implementation of the internal audit system; to oversee, guide, assess, and evaluate internal auditing; to make recommendations to the Board of Directors on the engagement or removal of the Bank’s head of finance; to review the completeness of the Bank’s financial statements and periodic reports; to oversee the duty performance of the Board of Directors and the senior management members.

Related Party Transactions Control Committee

The principal responsibilities of the Related Party Transactions Control Committee include the following: to study the policies on related party transactions and make recommendations to the Board of Directors; to oversee the implementation of the polies on related party transactions; to conduct a preliminary review of related party transactions that are subject to the approval of the Board of Directors, with a focus on the compliance, fairness, and necessity of such transactions, and submit them to the Board of Directors for approval; within the scope prescribed by applicable laws and regulations and as authorized by the Board of Directors, to approve related party transactions or accept related party transaction filing; to understand the risk, violations, and accountability associated with related party transactions, and take corresponding measures as necessary.

Nomination and Remuneration Committee

The principal responsibilities of the Nomination and Remuneration Committee include the following: to formulate the procedures and standards for selecting and appointing directors and senior management members, select and review the qualifications of the candidates for directors and senior management members, and make recommendations to the Board of Directors on the nomination or removal of directors and the appointment or removal of senior management members; to make recommendations to the Board of Directors on independent non-executive director candidates, and review the qualifications of the nominated candidates in terms of independence, expertise, experience and ability; to review the structure, size and composition (including skills, knowledge and experience) of the Board of Directors at least annually, assess the independence of independent non-executive directors, and make recommendations on any proposed changes to the Board of Directors in line with the Bank’s development strategy; to formulate policies concerning diversity of Board members and promote the diversity of Board members; to deliberate on the remuneration management policies of the Bank, formulate the performance evaluation standards for directors and senior management members and conduct the evaluation, and draft the remuneration policies and schemes for directors and senior management members.

Consumer Rights Protection Committee

The principal responsibilities of the Consumer Rights Protection Committee include the following: to submit the consumer rights protection work report and annual report to the Board of Directors, carry out relevant work as authorized by the Board of Directors, discuss and decide on relevant matters, and study major issues and important policies on consumer rights protection; to guide and supervise the establishment and improvement of consumer rights protection management policy system, and ensure the alignment between relevant policies and the Bank’s corporate governance, corporate culture development, and operation and development strategies; to oversee the comprehensiveness, timeliness, and effectiveness of the work by the senior management and the consumer rights protection department in accordance with regulatory requirements, as well as the Bank’s consumer protection strategy, policies, objective implementation and relevant work progress; to review the work reports of the senior management and the consumer rights protection department, study the audit reports, regulatory circulars and internal assessment results related to the annual consumer protection work, and urge the senior management and relevant departments to timely correct problems identified.