There are five committees established under the Board: the strategy development committee, audit committee, risk management committee, nomination and compensation committee and related party transaction, social responsibility and consumer protection committee. Among these committees, the audit committee, risk management committee, nomination and compensation committee and  related party transaction, social responsibility and consumer protection 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 11 directors.  Mr. Tian Guoli, chairman of the Bank, currently serves as chairman of the strategy development committee. Members include Mr. Zhang Jinliang, Mr. Xu Jiandong, Mr. Zhang Qi, Mr. Tian Bo, Mr. Xia Yang, Ms. Shao Min, Ms. Liu Fang, Sir Malcolm Christopher McCarthy, Mr. Kenneth Patrick Chung, Mr. Antony Kam Chung Leung and Lord Sassoon.

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 6 directors. Mr. Kenneth Patrick Chung, an independent non-executive director, currently serves as chairman of the audit committee. Members include Mr. Tian Bo, Ms. Liu Fang, Mr. Graeme Wheeler, Mr. Michel Madelain, Mr. William Coen and Lord Sassoon. 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 9 directors. Mr. Antony Kam Chung Leung, an independent non-executive director, currently serves as chairman of the risk management committee. Members include Mr. Zhang Jinliang, Mr. Xu Jiandong, Mr. Xia Yang, Sir Malcolm Christopher McCarthy, Mr. Kenneth Patrick Chung, Mr. Graeme Wheeler, Mr. Michel Madelain and Mr. William Coen.

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 Remuneration Committee

The nomination and remuneration committee consists of 6 directors. Sir Malcolm Christopher McCarthy, an independent non-executive director, currently serves as chairman of the nomination and remuneration committee. Members include Mr. Zhang Qi, Ms. Shao Min, Mr. Graeme Wheeler, Mr. Michel Madelain and Mr. Antony Kam Chung Leung.

The primary responsibilities of the nomination and remuneration 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. Kenneth Patrick Chung, Mr. Michel Madelain, Mr. William Coen and Lord Sassoon.

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

• ● designing and proposing measurement standards for material related party transactions and the policies for related party transaction management and policies for internal approval and filing of the Bank according to the requirements of rules, regulations and the Articles of Association of the Bank, and submitting the same to the Board for approval;
• ● identifying the related parties of the Bank, reporting them to the Board and the board of supervisors, and making them public towards relevant personnel of the Bank;
  
• ● accepting the filing for general related party transactions, or approving general related party transactions when necessary;
• ● reviewing material related party transactions, submitting them to the Board for approval, and reporting them to the board of supervisors;
• ● studying and formulating the social responsibility strategy and policy of the Bank;
  
• ● monitoring, inspecting and assessing the Bank’s fulfillment of social responsibilities, guiding and overseeing the production of the corporate social responsibility report;
  
• ● studying and formulating the ESG management guidelines and strategies of the Bank, regularly tracking and evaluating the progress in ESG, guiding and supervising related information disclosure;
• ● studying and formulating the Bank’s green finance strategy, and supervising and evaluating the implementation of the strategy;
  
• ● supervising and instructing senior management to promote inclusive finance related work;
  
• ● 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.