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Directors and Board of Directors


 

The Board of Directors:

The Board of Directors, which is responsible to the shareholders' meeting, is the Bank's decision making body. The Board of Directors exercises the following functions and powers as specified by the Banks Articles of Association: convening shareholders' meetings and implementing the resolutions of shareholders' meetings; deciding on the Bank's strategic policies, business plans and material investment plans (except for those material investment plans that are subject to shareholders' meeting approval as specified in the Articles of Association); formulating the annual financial budgets, final accounts and plans for profit distribution and loss making-up of the Bank; appointing or dismissing members of special committees and senior management of the Bank; developing and reviewing corporate governance policies of the Bank; reviewing and deciding on the establishment of the Bank's basic administrative system, internal management framework and important sub-entities; taking charge of performance evaluation and matters of material reward and punishment for senior management members; and hearing the reports of senior management and examining the work of senior management, etc.

The Board of Directors has set up the Strategic Development Committee, Corporate Culture and Consumer Protection Committee, Audit Committee, Risk Policy Committee, Personnel and Remuneration Committee, and Connected Transactions Control Committee to assist the Board in performing its functions.

Currently, the Board of Directors comprises thirteen members. There are three executive directors, five non-executive directors and four independent non-executive directors. The Bank’s directors are elected at the shareholders’ meeting, with a term of office of three years starting from the date when the Bank receives the approval of CBIRC. A director may serve consecutive terms by re-election and re-appointment unless otherwise specified by laws, regulations and supervisory requirements.

The Bank adopted Bank of China Limited Board Diversity Policy to state the stance of the Bank on the diversity of the board of directors of the Bank and specify the approaches to realize Board diversity on an on-going basis.

Members of the Board of Directors:

The members of the Board of Directors and their positions in the Bank and the special committees under the Board of Directors are listed as below:

Name Strategic
Development
Committee
Corporate
Culture
and
Consumer
Protection
Committee
Audit
Committee
Risk
Policy
Committee
Personnel
and
Remuneration
Committee
Connected
Transactions
Control
Committee
LIU Liange C M        
WU Fulin           M
LIN Jingzhen       M    
ZHAO Jie     M M M  
XIAO Lihong M     M    
WANG Xiaoya M M     M  
LIAO Qiang M M   M    
ZHANG Jiangang M   M      
WANG Changyun M   M C C  
Angela CHAO     M M   M
JIANG Guohua M M C   M M
Martin Cheung
Kong LIAO
M   M   M C

Notes:

C  Chairman of the relevant Board committees

M  Member of the relevant Board committees

The brief resume of the members of the Board of Directors are listed as below:

LIU Liange

Chairman

Chairman of the Board of Directors since July 2019. Mr. Liu joined the Bank in 2018. He served as Vice Chairman of the Board of Directors from October 2018 to July 2019 and President of the Bank from August 2018 to June 2019. Mr. Liu served as Vice Chairman and President of the Export-Import Bank of China from July 2015 to June 2018. Mr. Liu served as Vice President of the Export-Import Bank of China from March 2007 to February 2015. He also served as Director of the African Export-Import Bank from September 2007 to February 2015, Chairman of the Board of Supervisors of Sino-Italian Mandarin Capital Partners from March 2009 to June 2015, and Chairman of the Board of Directors of Regional Credit Guarantee and Investment Facility (Asia) from March 2014 to May 2015. Mr. Liu worked in the People’s Bank of China (“PBOC”) for many years, successively serving as Deputy Director-General of the International Department of the PBOC, President of the Fuzhou Central Sub-branch of the PBOC and Director of the Fujian Branch of the State Administration of Foreign Exchange, Director General of the Anti-Money Laundering Bureau (the Security Bureau) of the PBOC. Mr. Liu has been serving as President of Shanghai RMB Trading Unit since October 2018. He served as Vice Chairman of the Board of Directors of BOC Hong Kong (Holdings) Limited from December 2018 to July 2019 and has been serving as Chairman of the Board of Directors of BOC Hong Kong (Holdings) Limited since July 2019. Mr. Liu graduated from the Graduate School of the People’s Bank of China with a Master’s Degree in Economics in 1987. He holds the title of Senior Economist.

WU Fulin

Executive Director and Executive Vice President

Executive Director of the Bank since February 2019, Executive Vice President of the Bank since December 2018. Mr. Wu joined the Bank in 2018. He served as Deputy General Manager of China Everbright Group Limited from March 2015 to October 2018. Mr. Wu also served as Chief Economist of China Everbright Group Limited (and its predecessor) from April 2013 to October 2018, Chairman of Sun Life Everbright Life Insurance Company Limited from July 2015 to October 2018. From September 2009 to March 2017, Mr. Wu served as General Manager of Strategies Management Department of China Everbright Group Limited (and its predecessor) and also served as Equity Director of Everbright Financial Holding Asset Management Company Limited from April 2010 to June 2017. He worked in China Everbright Bank for many years, and successively served as General Manager of Planning and Treasury Department and the Treasury Department of China Everbright Bank, General Manager of Kunming Branch of China Everbright Bank, General Manager of Shenzhen Branch of China Everbright Bank, General Manager of the Strategies Management Department of China Everbright Bank. He graduated from Fudan University with a Doctorate’s Degree in Economics in 1995. He has qualification of associate researcher.

LIN Jingzhen

Executive Director and Executive Vice President

Executive Director of the Bank since February 2019, Executive Vice President of the Bank since March 2018. Mr. Lin joined the Bank in 1987. He served as Deputy Chief Executive of BOC Hong Kong (Holdings) Limited and Bank of China (Hong Kong) Limited from May 2015 to January 2018, and served as General Manager of the Corporate Banking Department of the Bank from March 2014 to May 2015. He served as General Manager (Corporate Banking) of the Corporate Banking Unit of the Bank from October 2010 to March 2014. Mr. Lin previously served as Deputy General Manager of Corporate Banking Department and Corporate Banking Unit of the Bank. Mr. Lin has also been serving as Chairman of BOC International Holdings Limited since April 2018, as Chairman of BOC International (China) Co., Ltd. since May 2018, and as a Non-executive Director of BOC Hong Kong (Holdings) Limited since August 2018. He graduated from Xiamen University with a Bachelor’s Degree in Economics in 1987, and obtained a Master of Business Administration degree from Xiamen University in 2000.

ZHAO Jie

Non-executive Director

Non-executive Director of the Bank since August 2017. Mr. ZHAO served as Inspector of the Agricultural Department of the Ministry of Finance from August 2014 to August 2017. He was an Inspector of the Office of Countryside Comprehensive Reform of the State Council from September 2008 to August 2014. From December 1991 to September 2008, Mr. ZHAO served successively as Chief of Division of Taxation and Chief of Comprehensive Division of the Department of Taxation, Deputy Chief of the Department of Taxation, Deputy Chief of the Department of Tax System and Regulations of the Ministry of Finance, Chief of Office of Panel of Countryside Taxation Reform of the State Council, and Deputy Chief and Inspector of Office of Countryside Comprehensive Reform of the State Council. He graduated from Jiangxi University of Finance and Economics and Public Institute of the Ministry of Finance in August 1982 and July 2005, respectively, with a Bachelor’s Degree and a Doctor’s Degree.

 

XIAO Lihong

Non-executive Director

Non-executive Director of the Bank since August 2017. Ms. XIAO has been serving as Non-executive Director of China Galaxy Securities Company Limited since February 2019, and as Director of China Galaxy Financial Holdings Company Limited since October 2018. From April 2014 to August 2017, she served as Inspector of the Current Account Management Department of the SAFE. She was Deputy Director-General of the Current Account Management Department of the SAFE from September 2004 to April 2014, and concurrently as Vice General Manager and Party Committee Member of the Beijing Branch of China Construction Bank from July 2011 to July 2012. She served successively as Deputy Chief of the Current Account Division and the Non-trade Foreign Exchange Management Division of the Supervision and Inspection Department, and Chief of the Business Supervision Division of the Current Account Management Department of the SAFE from October 1996 to September 2004. She graduated from the China Central University of Finance and Economics in August 1988 with a Bachelor’s Degree, and from the Central University of Finance and Economics and Peking University in September 2003 and July 2012, respectively, both with a Master’s Degree.

WANG Xiaoya

Non-executive Director

Non-executive Director of the Bank since August 2017. Ms. WANG served as Non-executive Director of Industrial and Commercial Bank of China Limited from January 2012 to June 2017. From May 2007 to December 2011, she was Deputy Director-General of the Research Bureau of the PBOC. She taught at the Central China Normal University where she served as Assistant Lecturer and Lecturer from July 1985 to January 1995. She served as Deputy Chief and Chief of the Macroeconomic Analysis Division of the Research Bureau of the PBOC from July 1997 to May 2007, and concurrently as Deputy Mayor of Tongliao City in the Inner Mongolia Autonomous Region from October 2005 to February 2007. She received a professional title of research fellow in 2005. Ms. WANG was a member of the Post-Doctoral Academic Committee and a Post-Doctoral Co-mentor at the Institute of Finance of the PBOC. Currently, she is a member of the Academic Committee of the China Institute for Rural Studies of Tsinghua University, Invited Researcher of the National Institute of Financial Research of Tsinghua University, Doctoral Supervisor of Southwestern University of Finance and Economics and Invited Professor at the Graduate School of Chinese Academy of Social Sciences. Ms. WANG graduated from the Economics Faculty of Central China Normal University and the Graduate School of Chinese Academy of Social Sciences in January 1990 and June 1997 with a Master's Degree and a Doctor’s Degree, respectively.

LIAO Qiang

Non-executive Director

Non-executive Director of the Bank since September 2018. Mr. LIAO has worked at S&P Global Ratings from 2005 to 2018, successively serving as an associate, associate director, director, and senior director for the rating agency's financial institution ratings group. He was also the Sector Lead and Chief Rating Officer for S&P's Financial Institution Ratings in Greater China, a designated Global Voter on S&P's Banking Industry Country Risk Assessment Committees, and a member of S&P's Global Industry Focus Team on government-related entity ratings. From 1998 to 2005, he successively served in the General Division and Institution Management Division of the Non-bank Financial Institution Supervision Department of the People's Bank of China and the Market Access Division of the Non-bank Financial Institution Supervision Department of former China Banking Regulatory Commission. He is also a nonpractice member of Chinese Institute of Certified Public Accountants and a member of the academic board of Hongfan Institute of Legal and Economic Studies. Mr. Liao received a Doctor’s Degree in Economics from the Graduate School of the Chinese Academy of Social Science in 2010, a Master’s Degree in Monetary Banking from the Institute of Finance of the People’s Bank of China in 1998, and a Bachelor’s Degree in Sociology from Renmin University of China in 1995.

ZHANG Jiangang

Non-executive Director

Non-executive Director of the Bank since July 2019. Mr. Zhang served as member of the Party Committee, Secretary of Party Discipline Committee, Deputy Secretary-General, and Chairman of the Financial Evaluation Committee of the China Appraisal Society from May 2016 to July 2019. From August 2014 to May 2016, Mr. Zhang served as Deputy Secretary-General of the China Appraisal Society. From September 2000 to August 2014, he worked in the Department of Personnel and Education of the Ministry of Finance, successively serving as the Principal Staff Member, Deputy Director and Secretary of the Department of Personnel and Education (Director of a Division), and Director of the Department of Cadre Education. From November 1998 to September 2000, Mr. Zhang served as a cadre of the editorial office of the State Assets Management of the Ministry of Finance. From July 1995 to November 1998, he served as a cadre of the Research Institute of the former State State-owned Assets Administration Bureau. Mr. Zhang graduated from the China Youth University of Political Studies in July 1995 with a Bachelor’s Degree in Law, and obtained a Master’s Degree in Management from the Graduate School of the Chinese Academy of Fiscal Sciences of the Ministry of Finance in December 2002. He holds the title of Senior Economist.

WANG Changyun

Independent Director

Independent Director of the Bank since August 2016. Mr. WANG currently serves as professor and doctoral supervisor in finance at Renmin University of China (“RUC”), and the dean of Hanqing Advanced Institute of Economics and Finance, RUC. He served as a lecturer at RUC from 1989 to 1995 and as a lecturer at Business School, National University of Singapore from 1999 to 2005. He served successively as the Chair of Applied Finance Department of RUC, Director of China Financial Policy Research Center (a key research base of Ministry of Education) and Executive Vice Dean of Hanqing Advanced Institute of Economics and Finance at RUC from 2006 to 2016. Mr. WANG is currently also the Vice Chairman of China Investment Specialty Construction Association, Director of China Finance Annual Meeting Committee, Director of China Finance Association, Deputy Editor of Finance Research Quarterly, Deputy Editor of China Finance Research, and Deputy Editor of China Financial Review. He also serves as the standing committee member of Beijing Haidian District People’s Political Consultative Conference, the Central Committee member of China Democratic League, the special auditor of State Auditing Administration, the independent non-executive director of Sunway Co., Ltd. (originally named as Sichuan Star Cable Co., Ltd.) and Beijing Haohua Energy Resource Co., Ltd. Mr. WANG has received social recognition and prizes including the Special Government Allowance of State Council, Best Paper Award of Chicago Board of Trade in 2001, and the "Middle Age Experts with National Outstanding Contribution", membership of “the Program for New Century Excellent Talents” of Ministry of Education in 2004, “Financial Support of National Science Fund for Distinguished Young Scholars” in 2007, a member of the “New Century National Hundred, Thousand and Ten Thousand Talent Program” in 2013, and the “Cheung Kong Distinguished Professor” of Ministry of Education in 2014. He obtained his Master degree in economics from RUC in July 1989 and Doctorate in Financial Economics from the University of London in January 1999.

Angela CHAO

Independent Director

Independent Director of the Bank since January 2017. Ms. CHAO serves as Chairman and CEO of Foremost Group, an international shipping company. From 1994 to 1996, Ms. CHAO worked in the mergers & acquisitions department of Smith Barney, which is now Morgan Stanley Smith Barney. From 1996 to 1999, Ms. CHAO served as deputy general manager of Foremost Group, and from 2001 to 2017, Ms. CHAO had successively served as vice president, senior vice president and Deputy Chairman of Foremost Group. Since 2018, she has served as Chairman and CEO of Foremost Group. In May 2005, Ms. CHAO was unanimously voted to be BIMCO39’s (The Baltic and International Maritime Council 39) Counsellor. In September 2005, she was selected as “Eminent Young Overseas Chinese” by the Overseas Chinese Affairs Office of the State Council of China. In November 2007, she was invited as speaker of World Shipping (China) Summit. In April 2011, she became a Founding Member of the Wall Street Journal’s Task Force on Women in the Economy. Ms. CHAO currently serves on the Boards of The Metropolitan Opera, Museum of Modern Art PS1, the UK P&I Marine Insurance Mutual, Foremost Foundation, Shanghai Mulan Education Foundation, and she also serves on the Harvard Business School’s Board of Dean’s Advisors, Carnegie-Tsinghua Center for Global Policy Board of Advisors, Lincoln Center Global’s China Advisory Council, the Chairman’s Council of the Metropolitan Museum of Art and American Bureau of Shipping Council. In addition, she is also a member of the Council on Foreign Relations, serves on the Young Leaders Forum of the National Committee on US-China Relations and serves as the member of Shanghai Jiao Tong University’s Antai College of Economics and Management Advisory Board, and honorary chairperson of the Jiao Tong University Alumni Association in America. Ms. CHAO graduated from Harvard College in three years in 1994 with a Bachelor’s degree in economics (Magna Cum Laude), and received her Master of Business Administration degree from Harvard Business School in 2001.

JIANG Guohua

Independent Director

Independent Director of the Bank since December 2018. Mr. JIANG serves as Professor of Accounting at the Guanghua School of Management, Peking University. Currently he also serves as a member of China National MPAcc Education Steering Committee and Associate Dean of Peking University Graduate School. Mr. Jiang has successively served as Assistant Professor, Associate Professor and Professor of the Accounting Department of Guanghua School of Management, Peking University since 2002, during which he successively served as Director of the Yenching Academy, Executive Associate Dean and Director of the Yenching Academy from 2013 to 2017. From 2007 to 2010, he was a senior investment consultant at Bosera Fund Management Company; from 2010 to 2016, he served as independent director of Datang International Power Generation Co. Ltd.; from 2011 to 2014, he was an academic advisor to the Global Valuation Institute of KPMG International; and from 2014 to 2015, he was a member of the Global Agenda Council of the World Economic Forum. Currently he also serves as independent director of ZRF Fund Management Company Ltd. and China Merchants Life Insurance Company Ltd.. Mr. Jiang was named National Leading Talent in Accounting by China Ministry of Finance (2012). He was an Elsevier Chinese Most Cited Researcher consecutively from 2014 to 2017. He was a member of the 17th Stock Issuance Review Committee of China Securities Regulatory Commission. Mr. Jiang graduated from Peking University in 1995 with a Bachelor’s degree in Economics, received his Master’s degree in Accounting from Hong Kong University of Science and Technology in 1997, and obtained his Doctor’s degree in Accounting from the University of California, Berkeley in 2002.

Martin Cheung Kong LIAO

Independent Director

Independent Director of the Bank since September 2019. Mr. Liao was Called to the Bar in England and Wales in 1984 and was called to the Bar in Hong Kong in 1985 and is a practising barrister in Hong Kong. He has been serving as a Member of the Legislative Council of the Hong Kong Special Administrative Region since 2012. Mr. Liao has also been serving as a Steward of the Hong Kong Jockey Club since April 2013, and as an Independent Non-executive Director of Hang Lung Group Limited since November 2014. Mr. Liao has been appointed as a Non-Official Member of the Executive Council of the Hong Kong Special Administrative Region since November 2016. He was appointed as Justice of the Peace in 2004, and was awarded the Silver Bauhinia Star in 2014. He is elected as a Deputy of the Hong Kong Special Administrative Region to the 11th, 12th and 13th National People’s Congress of the People’s Republic of China. Mr. Liao previously served as Chairman of the Anti-Money Laundering and Counter-Terrorist Financing Review Tribunal and as Chairman of The Hong Kong Council for Accreditation of Academic and Vocational Qualifications. He graduated from University College London with a Bachelor of Economic Science (Hons) degree in 1982 and a Master of Laws degree in 1985.

1.The Strategic Development Committee

The committee is mainly responsible for:

  • Reviewing the strategic development plans presented by the Senior Management, assessing the factors that may affect the strategies of the Bank and their implementation, and advising the Board with regard to strategy adjustments;
  • Reviewing the annual budget, strategic capital allocation (policies on capital structure, capital adequacy ratio and risk-reward trade-off), the objectives of asset-liability management, IT development and other special strategic development plans of the Bank, and advising the Board accordingly;
  • Coordinating strategies on the overall development of various financial businesses and the development of domestic and overseas institutions, and deciding on the setup, cancellation and increase or decrease of capital of the Bank’s domestic and overseas institutions within its scope of authorization;
  • Designing and formulating key investment and financing plans and merger and acquisition plans of the Bank; and reviewing the substantial internal reorganisation and adjustment plans of the Bank, and advising the Board accordingly;
  • Reviewing the Bank’s green credit strategy, making relevant suggestions to the Board, and supervising the Bank’s implementation and compliance of green credit strategy;
  • Establishing the Bank’s strategic development plan and basic management regimes with regard to inclusive finance business, reviewing annual business plan and assessment measures on inclusive finance business, and supervising the Bank’s implementation of inclusive finance strategies, policies and regulations.

2. The Corporate Culture and Consumer Protection Committee

Main functions and powers of the Committee are:

  • To review the development plans and policies of corporate culture of the Bank, make suggestions to the Board and supervise the implementation of such plans and policies;
  • To supervise the Management to review and evaluate the practice of the Bank’s values, and to promote the detailed division, popularization, training, and implementation of the values & mindset system;
  • To supervise the Management to establish and implement an evaluation system for corporate culture work, and to supervise and evaluate the Bank’s implementation of the corporate culture development;
  • To review the Bank’s code of conduct of employees and to supervise the Management to establish corresponding mechanisms of implementation;
  • To review the Bank’s consumer protection strategy, policy and objectives, make suggestions to the Board, and supervise and assess the Bank’s consumer protection work;
  • To review the Bank’s development plans, policies and reports on environment, society and governance (ESG), make suggestions to the Board, identify, assess and manage important ESG-related issues, and establish an appropriate and effective ESG risk management and internal control system;
  • To regularly debrief reports on corporate culture building, ESG, consumer protection and other work of the Bank.

3. The Audit Committee

The committee is mainly responsible for:

  • Reviewing financial reports and other significant accounting policies and regulations put forward by the senior management;
  • Reviewing the external auditors' audit report, audit plan and the internal control recommendation;
  • Approving the Internal Audit Charter, Internal Audit Development plan, annual audit priorities, annual audit plan and budget;
  • Appraising the duty performance and working quality of the internal and external auditors and monitoring their independence;
  • Recommending the engagement, re-appointment and audit fee of the external auditor;
  • Appointing, dismissing and appraising the performance of the Chief Audit Officer; and Overseeing the Bank's internal control function, reviewing significant defects in internal control design and implementation by the senior management and reviewing fraud cases;
  • Reviewing employee reporting system and urging the Bank to conduct fair investigation and to take appropriate measures regarding the matters reported by the employees.

4.  The Risk Policy Committee

The committee is mainly responsible for:

  • Performing duties in relation to comprehensive risk management;
  • Reviewing risk management strategy, major risk management policies, procedures and systems, and providing suggestions to the Board of Directors;
  • Reviewing the Bank's major risk activities, and exercising its veto power in a reasonable manner over any transaction that will or may lead to debts to the Bank and/or expose the Bank to market risk in excess of the single transaction risk limit or the accumulated transaction risk limit approved by the Risk Policy Committee or the Board of Directors;
  • Monitoring the implementation of the Bank's risk management strategies, policies and procedures, and providing suggestions to the Board of Directors; and
  • Reviewing the Bank's risk management situation, regularly assessing the duty performance of risk management and internal control by the senior management, departments and institutions of the Bank, including regularly hearing their reports and requesting improvement.

5. The Personnel and Remuneration Committee

The committee is mainly responsible for:

  • Assisting the Board of Directors in reviewing the Bank's human resources and remuneration strategies and overseeing their implementations;
  • Reviewing the structure, size and composition of the Board of Directors on an annual basis, and making suggestions to the Board regarding the scale and composition of the Board of Directors;
  • Studying and reviewing the standards and procedures for selecting, nominating and
  • appointing directors, members of the Bank's Board committees and senior management, and performing the duties of nomination, review and supervision;
  • Identifying individuals suitably qualified to become directors and making recommendations to the Board of Directors on the selection of individuals nominated for directorships;
  • Reviewing and monitoring the remuneration and incentive policies of the Bank; and
  • Setting the performance appraisal standards for the senior management of the Bank and evaluating the performance of the directors, members of the senior management.

6. The Connected Transactions Control Committee

The committee is mainly responsible for:

  • Administering the connected transactions of the Bank in accordance with relevant laws, regulations and normative documents, and formulating administrative regulations with regard to connected transactions;
  • Confirming the Bank’s connected parties according to laws, regulations and normative documents, and reporting the relevant confirmation to the Board of Directors and the Board of Supervisors;
  • Defining the connected transactions of the Bank in accordance with laws, regulations and normative documents;
  • Examining the connected transactions of the Bank pursuant to relevant laws, regulations and normative documents, as well as the business principles of justice and fairness;
  • Examining information disclosure matters related to significant connected transactions of the Bank.

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