Corporate Governance

Good corporate governance plays a crucial role in the high-quality development of banks.

We earnestly implement national decisions and regulatory requirements, continuously improve our corporate governance system, accelerate the enhancement of corporate governance capabilities, and comprehensively enhance the effectiveness of corporate governance. Our fundamental governance structure is comprised of shareholders' meeting, board of directors, board of supervisors, and senior management, all of which perform their own duties and responsibilities, help coordinate operating activities, and provide effective checks and balances to continually enhance the effectiveness of corporate governance and establish a solid foundation for stable development.

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The Bank has established a relatively comprehensive clawback mechanism for compensation and performance evaluation system to strengthen the supervision and management of the Board of Directors and Senior Management.

Governance Structure: The Human Resources Department of the Head Office leads the clawback process, with support from the Risk Management, Financial Accounting, Asset-Liability Management and Internal Control & Compliance Departments who implement clawback actions within their respective responsibilities.

Policy Requirements: The China CITIC Bank’s Clawback Procedures for Performance-Based Compensation mandate strict enforcement for applicable personnel. It specifies that clawbacks will be triggered if individuals demonstrate gross negligence or failure of fulfilling prudent management obligations, leading to abnormal risk exposures within their purview, and engage in illegal, non-compliant, or disciplinary violations. The Bank will claw back all or part of their performance-based compensation for the relevant period based on disciplinary decisions.

Implementation Process: When clawback conditions are met, the Bank initiates clawback actions based on accountability assessments. Recoverable compensation includes monthly or annual performance-based pay and unvested deferred performance-based compensation.

The Bank continues to refine the Board of Supervisors’ performance evaluation system for directors, supervisors, and senior management by integrating quantitative and qualitative sustainability metrics, optimizing the linkage between compensation and sustainable development outcomes.

Qualitative Indicators: Assess directors’, supervisors’, and senior management’s implementation of sustainability principles, promotion of business growth, enhancement of corporate governance, protection of shareholder rights and fulfillment of social responsibilities.

Quantitative Indicators: Measure performance in pursuing the five priorities of technology finance, green finance, inclusive finance, pension finance, and digital finance, as well as contributions to rural revitalization, anti-money laundering, case prevention, and consumer rights protection.

Implementation: Since adopting sustainability metrics, the Bank has continuously improved their design and strengthened the application of evaluation results, directly linking them to the compensation of independent directors, external supervisors and senior management. The Bank’s directors, supervisors, and executives have effectively met sustainability targets, demonstrating the incentivizing role of performance evaluations in advancing sustainable development.