Corporate Governance Overview

The Board of Directors is the decision-making unit of the Bank, operating in a regulated manner and making science-based decisions. Currently, the Board of the Bank comprises 12 Directors, and heads 7 special committees, namely, the Strategy Committee, the Audit Committee, the Risk Management Committee, the Connected Transactions Control Committee, the Remuneration Committee, the Nomination Committee and the Inclusive Finance Development and Consumer Protection Committee.

Board Members
Name Position Resume
Mr. Li Xiaopeng Secretary of the CPC Committee of Bank,Chairman,Non-Executive Director View
Mr. Wu Lijun Vice Chairman, Non-Executive Director View
Mr.Liu Jin Deputy Secretary of CPC Committee, Executive Director, President View
Mr.Lu Hong Executive Director, Executive Vice President View
Mr. Liu Chong Non-Executive Director View
Ms.Yu Chunling Non-Executive Director View
Mr. Xu Hongcai Independent Non-Executive Director View
Mr. Feng Lun Independent Non-Executive Director View
Mr. Wang Liguo Independent Non-Executive Director View
Mr. Shao Ruiqing Independent Non-Executive Director View
Mr. Hong Yongmiao Independent Non-Executive Director View
Mr. Li Yinquan Independent Non-Executive Director View



BOARD OF DIRECTORS CMMITTEES

Risk Management Committee

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Our Risk Management Committee consists of seven Directors, namely Mr. Wang Xiaolin(Chairman), Mr. Cai Yunge, Mr. Ge Haijiao, Mr. Fu Dong, Mr. Zhao Wei, Mr. Qiao Zhimin and Mr. Feng Lun.

The primary duties of the Risk Management Committee are to: (i) formulate our risk management policies and determine overall risk tolerance before submitting to the Board of Directors for approval and implementing them afterwards; (ii) supervise the risk control undertaken by the senior management in respect of credit risk, market risk, operational risk and liquidity risk; (iii) assess our basic risk management system and risk management mechanism and advise the Board of Directors on improvements to our risk management; (iv) regularly submit risk management reports to the Board of Directors; (v) formulate our capital adequacy ratio management objective and examine and supervise the implementation of capital planning; (vi) regularly examine our capital adequacy ratio indicators and provide recommendations to our management; and (vii) handle other matters required by law, regulations, rules, normative documents, regulatory rules of the jurisdiction where our Shares are listed, our Articles of Association, or as authorized by the Board of Directors.

Audit Committee

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The Audit Committee consists of seven Directors, namely Mr. Xie Rong(Chairman), Mr. Cai Yunge, Mr. Wang Xiaolin, Mr. He Haibin, Mr. Qiao Zhimin, Ms. Fok Oi Ling Catherine and Mr. Wang Liguo.

The primary duties of the Audit Committee are to: (i) inspect our internal control system and supervise its implementation so as to ensure the adequacy and effectiveness of our internal controls, discuss the internal control system with the senior management so as to ensure that the senior management has established an effective internal control system, and conduct studies, either voluntarily or under the authorization of the Board of Directors, on significant investigation findings in respect of internal control issues and the feedback of the senior management; (ii) inspect our accounting policies, financial position, financial reporting procedures and financial control, review our financial statements and make judgments in respect of the truthfulness, accuracy and completeness of the financial information contained therein, be responsible for our annual auditing as well as the completeness of its annual reports, interim reports and quarterly reports, and review significant financial opinions set out in the financial statements and reports and submit the same to the Board of Directors for consideration and approval; (iii) regularly review the work reports of our internal audit department, inspect and supervise our internal audit work and the internal audit system and its implementation, direct the work of our internal audit department, appraise and monitor the work performance of our internal audit department, ensure coordination between our internal audit department and external auditors, and ensure the internal audit department has full support within the Bank and its work performance is under supervision; (iv) recommend to the Board of Directors in respect of the engagement and removal of external auditors, approve the remuneration and engagement terms of external auditors, deal with any matters regarding the resignation or dismissal of external auditors, direct and supervise the work of external auditors, formulate policies regarding the provision by external auditors of nonaudit services and supervise their implementation, act as the major representative of the Bank for supervising the relationship between the Bank and external auditors, review the explanatory letter on audit matters given by external auditors to the senior management, any material queries raised by external auditors to the senior management on accounting records, financial accounts or systems of control and the response made by the senior management, and ensure that the Board of Directors can respond in a timely manner to the issues raised in the explanatory letter on audit matters given by external auditors to the senior management; (v) evaluate our policies and practices for compliance with relevant legal and regulatory requirements, formulate and evaluate the code of conduct and the compliance manual for directors and employees, evaluate our compliance with the Listing Rules and the disclosures made in the “Corporate Governance Report”, and appoint independent legal counsels or advisors whenever the Committee deems necessary; and (vi) handle other matters required by law, regulations, rules, normative documents, regulatory rules of the jurisdiction where our Shares are listed, our Articles of Association, or as authorized by the Board of Directors.

Nomination Committee

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Our Nomination Committee consists of six Directors, namely Mr. Xu Hongcai(Chairman), Mr. Li Xiaopeng, Mr. Shi Yongyan, Mr. Qiao Zhimin, Mr. Xie Rong and Ms. Fok Oi Ling Catherine.

The primary duties of the Nomination Committee are to: (i) build a talent pipeline of qualified alternative directors and senior management; (ii) formulate procedures and standards for selecting directors and senior management members, conduct a preliminary examination of the qualifications and conditions of candidates and advise the Board of Directors accordingly; (iii) make recommendations for the Board of Directors’ approval regarding the composition of the other special committees of the Board of Directors based on nomination by the Chairman, the integrated evaluation of the directors’ expertise and the wishes and needs of the Board of Directors; (iv) annually assess the structure, composition (including skills, knowledge and experience) and number of the members of the Board of Directors and make recommendations as to adjustments to be made to the Board of Directors in line with our strategies; (v) evaluate the training provided to and the professional development of the Directors and senior management; and (vi) handle other matters required by law, administrative regulations, rules, normative documents, regulatory rules of the jurisdiction where our Shares are listed, our Articles of Association, or as authorized by the Board of Directors.

Remuneration Committee

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The Remuneration Committee consists of seven Directors, namely Mr. Qiao Zhimin(Chairman), Mr. Li Xiaopeng, Mr. Fu Dong, Mr. Xie Rong, Ms. Fok Oi Ling Catherine, Mr. Feng Lun and Mr. Wang Liguo.

The primary duties of the Remuneration Committee are to: (i) formulate the administrative system for remuneration of directors and senior management of the Bank, and make recommendations regarding the system to the Board of Directors and supervise its implementation; (ii) review the performance of duties of the directors and senior management, and to make recommendations on appraisal and assessment to the Board; (iii) make recommendations on the remuneration packages for directors and senior management and report the same to the Board of Directors for approval; (iv) review the basic policies relating to bank-wide salaries and benefits of the employees, make recommendations to the Board of Directors and supervise its implementation; and (v) handle other matters required by law, regulations, rules, normative documents, regulatory rules of the jurisdiction where our Shares are listed, our Articles of Association, or as authorized by the Board of Directors.

Related Party Transactions Control Committee

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The Related Party Transactions Control Committee consists of seven members, namely Ms. Fok Oi Ling Catherine(Chairman), Mr. Zhao Wei, Mr. Qiao Zhimin, Mr. Xie Rong, Mr. Xu Hongcai, Mr. Feng Lun and Mr. Wang Liguo.

The primary duties of the Related Party Transactions Control Committee are to: (i) keep records of the ordinary related party transactions approved by the Credit Approval Committee of our Head Office authorized by our President or other duly authorized entities; (ii) examine material related party transactions and report the same to the Board of Directors for approval; (iii) after the end of each operating year, make a detailed report to the Board of Directors on the overall status, risks and structure of the related party transactions entered into during the year; (iv) formulate measures on the management of our related party transactions and submit the proposed measures to the Board of Directors for approval before implementation; (v) identify our related parties, report the same to the Board of Directors and Board of Supervisors and promptly announce a list of related parties to the relevant personnel; and (vi) handle other matters required by law, regulations, rules, normative documents, regulatory rules of the jurisdiction where our Shares are listed, our Articles of Association, or as authorized by the Board of Directors.

the Inclusive Finance Development and Consumer Protection Committee

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Our Inclusive Finance Development and Consumer Protection Committee of four Directors, namely Mr. Ge Haijiao(Chairman), Mr. Shi Yongyan, Mr. He Haibin and Mr. Wang Liguo.

Its main responsibilities are listed as below: i. devising the strategies and plans to develop the inclusive finance business of the Bank; ii. deliberating on the Bank’s basic policies, systems, evaluation measures and so forth on inclusive finance; iii. deliberating on the Bank’s annual business plans for inclusive finance development in the light of its operating conditions and changes in market climate; iv. regularly hearing the work reports made by the Senior Management on how inclusive finance has been developing at the Bank, and guiding and supervising the work of the Senior Management in this regard; v. developing the Bank’s strategies, policies and objectives on protecting consumers, and incorporating the protection of consumers’ rights and interests into the operating and development strategies of the Bank; vi. planning and guiding consumer protection work of the Bank from the overall point of view, urging the Senior Management to get the related work done efficiently, hearing the special reports made by the Senior Management on its efforts in consumer protection on an annual basis, and disclosing the information on the related work to the public; vii. supervising and evaluating whether the Bank gets its work relating to the consumer protection done in a comprehensive, timely and effective way and how the Senior Management performs their duties in this regard; viii. evaluating and inspecting how these aforesaid affairs have been conducted on a regular basis, and making reports to the Board of Directors; ix. dealing with other affairs prescribed by the relevant laws, regulations, provisions, normative documents, rules of stock exchanges where the Bank’s shares are traded, and the Articles of Association of the Bank and authorized by the Board of Directors.