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 12 directors.  Mr. Tian Guoli, chairman of the Bank, currently serves as chairman of the strategy development committee. Members include Mr. Tian Bo, Ms. Anita Fung Yuen Mei, Mr. Lyu Jiajin, Ms. Liu Fang, Sir Malcolm Christopher McCarthy, Mr. Carl Walter, Mr. Zhang Qi, Ms. Shao Min, Mr. Kenneth Patrick Chung, Mr. Xia Yang and Mr. Xu Jiandong.

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 7 directors. Mr. Kenneth Patrick Chung, an independent non-executive director, currently serves as chairman of the audit committee. Members include Mr. Michel Madelain, Mr. Tian Bo, Ms. Liu Fang, Mr. Carl Walter, Mr. Xu Jiandong and Mr. Graeme Wheeler. 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 8 directors. Mr. Carl Walter, an independent non-executive director, currently serves as chairman of the risk management committee. Members include Mr. Michel Madelain, Ms. Anita Fung Yuen Mei, Sir Malcolm Christopher McCarthy, Mr. Kenneth Patrick Chung, Mr. Xia Yang, Mr. Xu Jiandong and Mr. Graeme Wheeler.

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;
• ● supervising and examining continuously the effectiveness of risk management system of the Bank;
• ● providing guidance on building the risk management system;
• ● monitoring and assessing the establishment, organisational structure, working procedures and effectiveness for risk management department, and proposing suggestions for improvement;
• ● reviewing the risk report, conducting periodic assessments of the risk condition, and providing suggestions in relation to 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;
• ● taking the responsibilities of the US risk management committee as well; and
• ● other duties and powers authorised by the Board.

Nomination and Compensation Committee

The nomination and compensation committee consists of 6 directors. Sir Malcolm Christopher McCarthy, an independent non-executive director, currently serves as chairperson of the nomination and compensation committee. Members include Mr. Michel Madelain, Ms. Anita Fung Yuen Mei, Mr. Zhang Qi, Ms. Shao Min and Mr. Graeme Wheeler.

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;
• ● assessing 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.

Related Party Transaction, Social Responsibility and Consumer Protection Committee

The related party transaction, social responsibility and consumer protection committee consists of 4 directors. Mr. Graeme Wheeler, an independent non-executive director, currently serves as chairman of the related party transaction, social responsibility and consumer protection committee. Members include: Mr. Lyu Jiajin, Mr. Carl Walter and Mr. Kenneth Patrick Chung.

The primary responsibilities of the related party transaction, social responsibility and consumer protection committee include:

• ● in accordance with the requirement of the laws, regulations, rules and the Articles of Associations of the Bank, 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, and reporting to the Board and the board of supervisors, concurrently announcing to the relevant employees of the Bank;
• ● receiving filings on general related party transactions, or approving the general related party transactions under necessary circumstances;
• ● reviewing material related party transactions, and submitting for approval to the Board, and concurrently reporting to the board of supervisors;
• ● studying and formulating the strategies and policies of social responsibilities of the Bank;
• ● monitoring, inspecting and assessing the performance of social responsibilities of the Bank;
• ● studying and formulating the green credit strategy of the Bank, supervising and assessing the implementation of the green credit strategy;
• ● monitoring and guiding the promotion of relevant work of inclusive finance by the management;
• ● guiding and supervising the establishment and improvement of the work management system for consumer protection, supervising the implementation of the relevant works of senior management, and guiding the major information disclosure in respect of the consumer protection works; and
• ● other duties and powers authorised by the Board.