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:
1.to be responsible for convening the Shareholders’ Meeting and to report its work to the Shareholders’ Meeting;
2.to implement the resolutions of the Shareholders’ Meeting;
3.to formulate the development strategy of the Bank and to supervise its implementation;
4.to formulate the annual financial budgets and final accounts of the Bank;
5.to decide on the business plan and investment plan of the Bank;
6.to formulate the plans for profit distribution and loss recovery of the Bank;
7.to formulate plans for the increase or reduction of registered capital of the Bank, the issuance or public listing plans of other securities or issuance of bonds of the Bank;
8.to formulate plans for substantial acquisition, acquisition of the Bank’s shares or plans for merger, division, dissolution or change of nature of organization of the Bank;
9.to review and approve the Bank’s outbound investment, asset purchase, asset disposal and write-off, asset collateral, connected transactions, outbound donations, data governance and other matters in accordance with laws and regulations, regulatory provisions, the Articles and authorization plan of the Bank;
10.to review and approve the establishment of the Bank’s basic administrative system, internal management framework and important sub-entities;
11.to appoint or dismiss the Bank’s senior management personnel; to study and determine the chairmen and members of relevant special committees under the Board of Directors;
12.to review and approve corporate governance policies of the Bank;
13.to formulate proposals for amendment of the Articles of the Bank, formulate the procedural rules of the Shareholders’ Meeting and Board of Directors, to review and approve the working rules of the special committees under the Board of Directors;
14.to examine the Bank’s human resources and remuneration strategies, review and determine the remuneration strategies for the Bank’s senior management personnel; to be responsible for performance evaluation of senior management personnel; to decide on the material rewards and punishment matters for senior management personnel;
15.to review and approve the information disclosure policy and system of the Bank; to be responsible for the information disclosure of the Bank, and to assume ultimate responsibility for the authenticity, accuracy, completeness and timeliness of the accounting and financial reports and other information disclosures;
16.to assume the duty of green finance provider, review and approve green finance development strategy, annual and medium and long-term objectives, and listen to reports on the implementation of the green finance strategy;
17.to propose to the Shareholders’ Meeting to appoint or dismiss the accounting firms that conduct regular statutory audits of the Bank’s financial reports;
18.to hear the work report from the president and other senior management personnel of the Bank and urge them to perform the management duties;
19.to hear the report of the rectification opinion regarding the Bank issued by relevant regulatory authorities and the execution status of rectification by the Bank;
20.to hear the report by external auditors on a regular or irregular basis;
21.to review and approve the Bank’s annual report;
22.to formulate the Bank’s capital plans and assume ultimate responsibility for capital management;
23.to formulate the Bank’s risk appetite, risk management and internal control policies and assume ultimate responsibility for overall risk management;
24.to regularly evaluate and improve the corporate governance of the Bank;
25.to assume the ultimate responsibility for consumer protection, provide overall planning and guidance for consumer protection and safeguard the legitimate rights and interests of financial consumers and other stakeholders;
26.to assume responsibility for the management of shareholders’ affairs and establish mechanisms to identify, review and manage conflicts of interest between the Bank and its shareholders, especially major shareholders;
27.to exercise other functions and powers prescribed by laws, regulations, regulatory provisions or the Articles, and those granted by the Shareholders’ Meeting.
The Board of Directors has set up the Strategic Development Committee, Sustainable Development and Consumer Protection Committee, Audit Committee, Risk Policy Committee, Nomination and Remuneration Committee, and Connected Transactions Control Committee to assist the Board in performing its functions.
●Board Diversity
The Bank attaches great importance to the diversified composition of directors, continuously improves the professionalism of the Board of Directors, and optimises the composition of the Board of Directors according to the Bank’s strategic planning, operating activities and equity structure, better realising the efficient operation and scientific decision-making of the Board of Directors.
The Bank has formulated the Board Diversity Policy of Bank of China Limited, which lays out the stance of the Bank on the diversity of the members of the Board of Directors and the approaches it adopts to realise such diversity on an ongoing basis. In accordance with the Board Diversity Policy, the Bank takes into full consideration various objects for diversity when setting the composition of the Board of Directors, including but not limited to regulatory requirements, gender, age, cultural and educational background, geographical location, professional experience, skills, knowledge, and length of service of directors, etc. The Nomination and Remuneration Committee of the Board of Directors is responsible for reviewing the structure, size and composition of the Board of Directors on a regular basis, and disclosing the composition of the Board of Directors (including gender, age and length of service of directors) in the annual report every year.
At present, the Board of Directors of the Bank consists of 15 directors, namely 2 executive director, 6 non-executive directors and 6 independent directors in addition to the Chairman. The Bank’s independent directors reach one third of the Board members, and female members account for a certain proportion. Coming from the Chinese mainland, Hong Kong (China), Europe and Africa, they are engaged in multiple fields such as economics, finance, accounting, technology and management, and have gained a high reputation in their respective professional fields. Chairmen of the Audit Committee, Nomination and Remuneration Committee and Connected Transactions Control Committee as well as vice chairmen of the Sustainable Development and Consumer Protection Committee and the Risk Policy Committee of the Board of Directors are all independent directors. The composition of the Board of Directors of the Bank complies with the provisions of the Hong Kong Listing Rules regarding gender diversity of Board members and the Bank’s Board Diversity Policy.
●Professionalism of Board Members
Members of the Board of Directors of the Bank have extensive industry experience. All of the Bank’s executive directors are experts in the banking industry, and its non-executive directors held positions in the financial regulatory authorities including the Ministry of Finance and the State Administration of Foreign Exchange, as well as banking and insurance institutions such as Industrial and Commercial Bank of China, Agricultural Development Bank of China and China Everbright Bank. Among the independent directors, Mr. Jean-Louis Ekra had served as President and Chairman of the Board of the African Export-Import Bank for ten years, and Mr. Giovanni Tria is an economist and had served as Minister of Economic and Finance of Italy and member of the IMF Board of Governors, and Ms. Ko Margaret was the vice Chairman and chief executive of Hang Seng Bank.
Members of the Board of Directors of the Bank have professional knowledge in finance and accounting. In addition to the above general industry experience, Non-executive Director Ms. Lou Xiaohui is a non-practicing member of the Chinese Institute of Certified Public Accountants，and Independent Director Ms. Liu Xiaolei is a professor of the department of finance and the department of accounting.
Members of the Board of Directors of the Bank have extensive experience in risk management. Specifically, Mr. Jean-Louis Ekra, vice chairman of the Risk Policy Committee of the Board of Directors, used to be a member of Credit Committee of Citibank and African Export-Import Bank. Professor Liu Xiaolei, a member of the Risk Policy Committee, studies risk management among her research fields. Ms. Ko Margaret once served as the Credit Controller at HSBC Australia, where she led the risk management work, which included reviewing and approving credit applications in Australia, as well as supervising various departments in the prevention and management of all types of risks. She was directly accountable to the Risk Officer of HSBC Group. She also served as chief executive and the chair of executive committee of Hang Seng Bank, directly leading the bank’s Risk Management Committee and taking overall responsibilities for the bank’s risk management.
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 |
Sustainable Development
and
Consumer
Protection
Committee |
Audit
Committee |
Risk
Policy
Committee |
Nomination
and
Remuneration
Committee |
Connected
Transactions
Control
Committee |
| GE Haijiao |
C |
|
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|
|
|
| ZHANG Hui |
M |
|
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| LIU Jin |
M |
M |
|
|
|
|
| ZHANG Yong |
M |
|
M |
C |
|
|
| HUANG Binghua |
|
C |
|
M |
M |
|
| LIU Hui |
M |
|
|
M |
|
M |
| SHI Yongyan |
M |
M |
|
|
M |
|
| LOU Xiaohui |
M |
|
VC |
|
|
M |
| LI Zimin |
M |
|
|
|
|
|
| Jean-Louis Ekra |
M |
M |
|
VC |
|
|
| Giovanni Tria |
M |
VC |
M |
|
|
M |
| LIU Xiaolei |
|
|
C |
M |
M |
M |
| ZHANG Ran |
|
|
M |
M |
M |
|
| Ko Margaret |
|
|
|
M |
C |
M |
Woo Chin Wan
Raymond |
|
|
M |
|
M |
C |
Notes：
C Chairman of the relevant Board committees
VC Vice Chair 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:
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GE Haijiao
Chairman，Secretary of the CPC BOC Committee
Chairman of the Board of Directors and Executive Director of the Bank, and Chairman of the Board of Directors of BOC Hong Kong (Holdings) Limited since April 2023, Secretary of the CPC BOC Committee since March 2023. Mr. GE joined the Bank in 2023. From November 2021 to March 2023, Mr. GE served as a member of the Standing Committee of Hebei Provincial Committee of the CPC, the Executive Vice Governor of Hebei Province, Deputy Party Secretary of the leading Party members group of the People’s Government of Hebei Province, Secretary of the Commission for Science, Technology, and Industry for National Defense under Hebei Provincial Committee of the CPC, and Head of the Office of Leading Group for Xiong’an New Area Planning and Construction under Hebei Provincial Committee of the CPC. From September 2019 to November 2021, he served as Vice Governor of Hebei Province and was a member of the leading Party members group of the People’s Government of Hebei Province.. From December 2018 to September 2019, Mr. GE served as an Executive Director of China Everbright Group Ltd. From January 2019 to September 2019, Mr. GE served as the Executive Director and President of China Everbright Bank. From December 2016 to December 2018, he served as Deputy General Manager of China Everbright Group Ltd. Prior to that, Mr. GE had held various positions in Agricultural Bank of China, including General Manager of the International Banking Department of Liaoning Branch, General Manager of Liaoyang Branch, Deputy General Manager of Dalian Branch, General Manager of Singapore Branch, Deputy General Manager (department general manager level) of the International Banking Department of Head Office, senior executive of Sydney Branch, and General Manager of Heilongjiang Branch. Mr. GE obtained a double Bachelor’s Degree in Laws and in Economics from the Department of International Economics of Liaoning University in 1993, major in International Finance, a Master’s Degree in Economics from the Department of Economics of Jilin University in 1999, major in World Economics, a Master’s Degree in Management from Nanjing Agricultural University in 2000, and a Doctor’s Degree in Management from Nanjing Agricultural University in 2008. Mr. GE is also the delegate to the 20th National Congress of the CPC and the 14th National People’s Congress, and was a delegate to the 13th and 14th Hebei Provincial People’s Congress and to the 12th Heilongjiang Provincial People’s Congress. Mr. GE holds the qualifications of Senior Economist and International Business Engineer.
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ZHANG Hui
Vice Chairman and President, Deputy Secretary of the CPC BOC Committee
Vice Chairman of the Board of Directors and Executive Director of the Bank since January 2025 and President of the Bank since December 2024, concurrently as Vice Chairman of the Board of Directors of BOC Hong Kong (Holdings) Limited since February 2025 and Deputy Secretary of the CPC BOC Committee since November 2024. Mr. ZHANG joined the Bank in 2024. Mr. ZHANG served as Executive Vice President of China Development Bank from February 2021 to November 2024. Prior to that, Mr. ZHANG had worked in Bank of Communications for many years, and he served as Chief Risk Officer from July to November 2020. Mr. ZHANG served as General Manager of the Risk Management Department and Director of the Internal Control and Crime Prevention Office from February 2019 to November 2020, General Manager of the Risk Management (Asset Preservation) Department from February 2017 to February 2019, and President of Guizhou Branch from November 2016 to February 2017. Before that, he held a number of other positions at Bank of Communications, including Assistant General Manager, Deputy General Manager, Deputy General Manager (presiding over daily work) and General Manager of the Asset Preservation Department, Deputy General Manager of the Risk Management (Asset Preservation) Department, Vice President of Shanghai Branch, and Vice President (performing president’s duty) of Guizhou Branch. Mr. ZHANG graduated and obtained a bachelor’s degree in economics from Shaanxi Institute of Finance and Economics (now Xi’an Jiaotong University) in 1993.
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LIU Jin
Executive Director, Deputy Secretary of the CPC BOC Committee
Executive Director of the Bank since June 2025 and as the Deputy Secretary of the CPC BOC Committee since March 2025. Mr. LIU served as Executive Vice President of the Bank from April 2024 to April 2025. Mr. LIU is a member of the CPC BOC Committee since January and joined the Bank in 2024. Mr. LIU served as Executive Vice President of China Development Bank (“CDB”) from September 2021 to January 2024. Prior to that, Mr. LIU had worked in CDB for many years. He served as General Manager of CDB Beijing Branch from September 2021 to August 2022, Director-General of Policy Research Department of CDB from November 2019 to May 2021, and Director-General of Education & Training Bureau and Dean of CDB Institute of Development Finance from January 2018 to November 2019. Before that, he served as Deputy Director-General of Policy Research Department of CDB. Mr. LIU graduated from Peking University and obtained a Bachelor’s Degree of Economics in 1997. He graduated from Xiamen University and obtained a Master’s Degree of Economics in 2000. He holds the qualification of Senior Economist.
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ZHANG Yong
Non-executive Director
Non-executive Director of the Bank since June 2023. From January 2019 to May 2023, he served as Non-executive Director of China Development Bank. From September 2017 to January 2019, he served as Non-executive Director of China Export & Credit Insurance Corporation. From November 2002 to August 2017, he worked as Deputy General Manager of the Information Management Department and Head of Information Release Division of the Head Office of Industrial and Commercial Bank of China. Mr. Zhang graduated from Renmin University of China with a Bachelor’s Degree of Science in July 1990 and obtained a Master’s Degree in Economics from Renmin University of China in January 2000. He holds the title of Senior Economist.
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HUANG Binghua
Non-executive Director
Non-executive Director of the Bank since March 2022. Mr. HUANG served as Deputy Director of the Department of Asset Management of the Ministry of Finance from August 2018 to March 2022. From September 2015 to August 2018, he served successively as Party Committee Member, Vice Party Secretary, and Deputy Director of the Budget Assessment and Review Center of the Ministry of Finance. From August 2014 to September 2015, he served as Chief of the Comprehensive Division of Department of Asset Management of the Ministry of Finance. From July 2000 to August 2014, he worked at the Department of Enterprises of the Ministry of Finance and successively held the positions of Principal Staff Member, Deputy Chief, Chief of the Third Division of Enterprises, Chief of the State-owned Capital Budget Management Division, Chief of the Enterprise Operation Division, and Chief of the Comprehensive Division. From February 1996 to July 2000, he served at the Department of Property Rights Registration and Asset Statistics of the National State-owned Assets Management Bureau and the Department of Asset Assessment of the Ministry of Finance. Mr. HUANG graduated from the School of Government, Peking University majoring in Administrative Management and obtained a Bachelor’s Degree in Law.
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LIU Hui
Non-executive Director
Non-executive Director of the Bank since August 2023. Since 1995, Mr. LIU worked successively at the Head Office of Agricultural Development Bank of China, Ping An Insurance Beijing Branch (Life Insurance), and the Finance and Private Sector Development Department of the World Bank Office, Beijing. He joined Central Huijin Investment Ltd. in 2007 and successively worked as Senior Deputy Manager, Senior Manager and Division Chief. Mr. LIU served concurrently as a supervisor of China Securities Co., Ltd., and served as a Non-executive Director of China Export & Credit Insurance Corporation. He graduated from Cambridge University with a Ph.D. degree.
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SHI Yongyan
Non-executive Director
Non-executive Director of the Bank since September 2023. In 2011, he joined Central Huijin Investment Ltd. From January 2018 to January 2024, he served as Non-executive Director of China Everbright Group. From May 2018 to July 2020, he served as Non-executive Director of China Everbright Bank. From March 2016 to February 2018, he was a member of the Party Work Committee and Deputy Director of the Administrative Committee of Lanzhou New Area, Gansu Province. From March 2013 to March 2016, Mr. SHI served as Non-executive Director of China Export & Credit Insurance Corporation. From September 2011 to March 2013, he was Head of Research Support Division, Banking Department at Central Huijin Investment Ltd. From March 2006 to September 2011, he worked as Deputy Chief and Consultant at the General Office of the Anti-money Laundering Bureau of the People’s Bank of China. From March 2003 to March 2006, he served as cadre and Deputy Chief of the Anti-Money Laundering Division of the Supervision and Inspection Department of the State Administration of Foreign Exchange. Mr. SHI graduated from Peking University with a Bachelor’s degree and a Master’s degree in Economics, and graduated from Nanyang Technological University, Singapore, with an MBA degree and a Ph.D. degree.
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LOU Xiaohui
Non-executive Director
Non-executive Director of the Bank since April 2024. Ms. Lou has served as a non-executive director of China Everbright Group Ltd. from March 2017 to April 2024. She is now serving at Central Huijin Investment Ltd. From 2001 to 2017, she successively worked as Deputy Director and Director of the General Office of the Ministry of Finance, Director of the Information Office (director level) and Deputy Director of the National Comprehensive Agricultural Development Evaluation Center (deputy bureau level). She graduated from the Central Institute of Finance and Banking (currently Central University of Finance and Economics), majoring in finance and holding a master’s degree in Economics. She is a non-practicing member of the Chinese Institute of Certified Public Accountants (CICPA).
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LI Zimin
Non-executive Director
Non-executive Director of the Bank since March 2025. Mr. Li Zimin has been an executive director of China CITIC Financial Asset Management CO., Ltd. (hereinafter referred to as “China CITIC Financial AMC”) since January 2023 and the president of China CITIC Financial AMC since October 2022, and served as the deputy secretary of the party committee of China CITIC Financial AMC since September 2022. He has been a director of China CITIC Financial AMC International Holdings Limited since June 2024. Mr. Li Zimin started his career in CITIC Trust Co., Ltd. in July 1994 and successively served as the head of the corporate integrated financial services team, the general manager of the investment banking department I and the business director. He served as a member of the party committee, the deputy general manager, and deputy secretary of the party committee of CITIC Trust from April 2011 to November 2014. He served as a deputy secretary of the party committee, general manager, director and vice chairman of CITIC Trust from November 2014 to October 2020. He served as the secretary of the party committee, general manager and vice chairman of CITIC Trust from October 2020 to September 2022, and concurrently served as an equity director of China Guangfa Bank Co., Ltd. from June 2007 to June 2018, the chairman of Allianz China Life Insurance Co., Ltd. from October 2012 to February 2017, the chairman of CITIC Tourism Group Co., Ltd. from August 2016 to March 2021, a non-executive director of China Hongqiao Group Limited from January 2021 to December 2022. He has served as a non-executive director of CITIC Limited since December 2023. Mr. Li Zimin obtained a bachelor’s degree in economics from Beijing Institute of Economics in July 1994, a master’s degree in business administration from School of Economics and Management, Tsinghua University in January 2006, and a doctorate in management from School of Management, University of Chinese Academy of Sciences in July 2015.
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Jean-Louis Ekra
Independent Director
Independent Director of the Bank since May 2022. Mr. EKRA currently sits on the Board of several institutions including African Continental Free Trade Area (AfCFTA) Adjustment Fund Corporation LTD and the Fund for Export Development in Africa (FEDA). He is the founder of Ayipling Morrison Capital, a venture capital and financial advisory firm. He was until September 2015 President and Chairman of the Board of the African Export-Import Bank (Afreximbank or the Bank) in Cairo, Egypt. He assumed this role in January 2005 after holding successively the positions of Executive Vice-President and Senior Executive Vice-President of the Bank. Under his leadership, the Bank was assigned an investment grade credit rating by 3 major international rating agencies (Fitch, Moody’s and S&P) and won many awards and Prizes for excellence given by various reputable organisations. Before joining Afreximbank in 1996, he held senior positions in different institutions including: Vice-President in charge of International Financial Institutions at Citibank NA Abidjan; Managing Director of Société Ivoirienne de la Poste et de l’Epargne (SIPE); Country Manager for the West African Economic & Monetary Union (UEMOA) and Partner at DKS Investment, a financial advisory firm in Jersey. He was for 4 years elected Honorary President of the Global Network of Exim Banks and Development Finance Institutions (G-NEXID). In 2011, Mr. EKRA was listed among the 100 most influential people of Africa by “New African”. In 2013, he received the “Lifetime Achievement Award” from “African Bankers”. In 2016, he was awarded the honour of Commandeur de l’Ordre National of C?te d’Ivoire. He holds a Master of Business Administration from Stern School of Business at New York University (NYU) and a Master of Economics from University of Abidjan, C?te d’Ivoire.
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Giovanni Tria
Independent Director
Independent Director of the Bank since July 2022. Mr. TRIA is an economist with more than 40 years of academic and professional experience in the fields of macroeconomics, price policies, economic development policies, business cycle and growth, public investment assessment and project evaluation, role of the institutions on the process of growth, economics of crime and economics of corruption, service sector and public sector economics. He received his degree in Law from University in Rome “La Sapienza” in 1971, then became associate professor and full professor of Political Economy at Faculty of Economics, the University of Rome Tor Vergata, where he served as Dean of the Faculty from 2016 to May 2018 until he was appointed Minister of Economic and Finance of Italy in the Conte I Cabinet and member of the IMF Board of Governors from June 2018 to September 2019. He was adviser of the Italian Ministry of Economic Development in the Draghi Cabinet from March 2021 to October 2022. Currently he is honorary professor at University of Rome Tor Vergata and since January 2022 he is President of the Foundation Enea Tech Biomedical. His past professional and academic positions include expert at the Department of Treasury and member of the “Evaluation Team of Public Investments” at the Ministry of Budget of Italy from 1987 to 1990, visiting scholar at the Department of Economics at Columbia University in 1986, consultant at the World Bank from 1998 to 2000, consultant at the Ministry of Foreign Affairs (Directorate General for Development Cooperation) from 1999 to 2002, Delegate for the Italian Government at the Governing Body of International Labour Organization from 2002 to 2006 and from 2009 to 2012, Vice Chair of Committee for Information, Computer and Communication Policy (ICCP) and Member of the Innovation Strategy Expert Advisory Group at OECD from 2009 to 2011. He served as Director of Center for Economic and international Studies at University of Rome Tor Vergata from 2000 to 2009 and as President of Italian National School of Administration from 2010 to 2016.
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LIU Xiaolei
Independent Director
Independent Director of the Bank since March 2024. Ms. Liu currently serves as Professor of Finance and Accounting, the Deputy Director of the Faculty of Economics & Management and Chair of the Finance Department at Guanghua School of Management, Peking University, as well as an independent director of PetroChina Company Limited. Ms. Liu has held several positions at Peking University, including Deputy Director of the Faculty of Economics & Management since May 2022, Peking University Boya Distinguished Professor since 2018, Chair of the Finance Department at Guanghua School of Management since November 2015, and Professor of Finance and Accounting at Guanghua School of Management since December 2014. Before joining Peking University, Ms. Liu served as an Assistant Professor and later a tenured Associate Professor at Hong Kong University of Science and Technology between December 2005 and December 2014. Between June 2021 and June 2024, Ms. Liu served as an independent director of First Capital Securities Co., Ltd. Between April 2020 and February 2024, she served as an independent director of FIL Fund Management (China) Company Limited. Between March 2019 and December 2021, she served as an independent director of Chasing Securities Co., Ltd. She also served as an independent director of Tianjin Youfa Steel Pipe Group Co., Ltd. from February 2018 to January 2022 and acted as the convener of the Audit Committee of the Board of Directors. In 1995, Ms. Liu obtained a BA in Economics from Nankai University, followed by an MA in Economics from the University of International Business and Economics in 1998. In 2006, she completed her Ph.D. at the University of Rochester in the USA. Ms. Liu’s research interests include corporate finance, accounting, risk management, and financial markets. She was included in the 2022 “Highly Cited Chinese Researchers” list published by Elsevier, and her work has received numerous national and international awards.
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ZHANG Ran
Independent Director
Independent Director of the Bank since April 2025. Since October 2019, Ms. Zhang has been a Professor and Doctoral Advisor in the Accounting Department in the School of Business at Renmin University of China. From June 2006 to October 2019, she held the position of Assistant Professor and Subsequently Associate Professor at Guanghua School of Management, Peking University. She has served as an Independent Director of Tsingtao Brewery Co., Ltd. since June 2021, an Independent Director of Novogene Co., Ltd. since June 2019 to June 2022, an Independent Director of Sino Geophysical Co., Ltd. since November 2018 to January 2025, and an Independent Director and Chairman of the Audit Committee of BYD Co., Ltd. from September 2014 to September 2020. In 1999 and 2002, she obtained a Bachelor’s degree in Economics and a Master’s degree in Management from Beijing Jiaotong University. In 2006, she was awarded a PhD from the University of Colorado in the United States. Ms. Zhang was awarded the “Highly Cited Chinese Researchers” by Elsevier in 2020, 2021, 2022 and 2023. She is also a member of the “National Leading Accounting Talents Program” and a member of the Enterprise Accounting Standards Advisory Committee of the Ministry of Finance. Ms. Zhang’s research area include quantamental investing and private equity investing.
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Ko Margaret
Independent Director
Also known as Leung Ko May Yee Margaret. Independent Director of the Bank since August 2025. She currently serves as an independent non-executive director of China Mobile Limited, First Pacific Company Limited, and Sun Hung Kai Properties Limited. In addition, she holds positions as a member of the Executive Council of the Government of the Hong Kong Special Administrative Region, a Council member and Treasurer of the University of Hong Kong, a member of the Advisory Council of the Business School of the Hong Kong University of Science and Technology, chairperson of the Advisory Committee on Arts Development, a member of the Culture Commission, and a member of the Law Reform Commission. Ms. Ko Margaret joined HSBC in 1978. From August 2005 to March 2009, she served as General Manager and Global Co-Head of Commercial Banking at HSBC Group, director of The Hong Kong and Shanghai Banking Corporation Limited, and director of Wells Fargo HSBC Trade Bank. From March 2008 to June 2012, she was an independent non-executive director of Swire Pacific Limited. From March 2009 to June 2012, she served as vice chairman and chief executive of Hang Seng Bank Limited and as a non-executive director of HSBC. From May 2009 to September 2012, she was an independent non-executive director of Hutchison Whampoa Limited. From April 2013 to April 2019, she served as an independent non-executive director of Hong Kong Exchanges and Clearing Limited. From April 2013 to May 2020, she was an independent non-executive director of Li & Fung Limited. From December 2013 to June 2016, she served as an independent non-executive director of China Construction Bank Corporation. From February 2014 to February 2018, she was the vice chairman and chief executive of Chong Hing Bank Limited. From July 2019 to October 2025, she served as an independent non-executive director of Agricultural Bank of China. Ms. Ko Margaret served as a member of the 12th and 13th National Committee of the Chinese People’s Political Consultative Conference. In 1975, she obtained a Bachelor of Economics, Accounting, and Business Administration degree from the University of Hong Kong. In 2004, she completed the Advanced Management Programme in INSEAD in France. In 2009, she was appointed as a Justice of the Peace by the Government of the Hong Kong Special Administrative Region, and in 2012, she was awarded the Silver Bauhinia Star by the Government of the Hong Kong Special Administrative Region.
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Woo Chin Wan Raymond
Independent Director
Independent Director of the Bank since November 2025. Since February 2019, he has been serving as an independent non-executive director of Lenovo Group Limited. From November 2017 to October 2023, he was an independent non-executive director of Bank of Communications Co., Ltd. From November 2016 to November 2018, he served as an independent non-executive director of Great Wall Pan Asia Holdings Limited. Additionally, from July 2016 to January 2020, he was an independent non-executive director of Dah Chong Hong Holdings Limited. From June 1985 to June 2015, Mr. Woo Chin Wan Raymond held various positions, including director and general manager of Ernst & Young Hua Ming LLP, a member of the EY Greater China Leadership Team, and managing partner of Ernst & Young’s Greater China Operations. He has extensive experience in auditing, corporate restructuring, and risk management. Mr. Woo is a Certified Public Accountant in Hong Kong. He obtained a Bachelor of Commerce degree from the University of Toronto, Canada, in 1979 and a Master of Business Administration degree from York University, Canada, in 1982.
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1.The Strategic Development Committee
The main duties of the Strategic Development Committee are as follows:
1.to review and examine the Bank’s strategic development plans and hear report on implementation of the strategic development plan and evaluate factors possibly affecting the Bank’s strategies and their implementation in accordance with international and domestic economic and financial circumstances and market trends;
2.to review and examine development plans for technology finance and digital finance (including information technology);
3.to review and examine the Bank’s annual budget;
4.to review and examine the business plan and investment plan of the Bank;
5.to review and examine the capital plans of the Bank, and urge the senior management to make efforts in capital management;
6.to review and examine the significant investment and financing plans of the Bank submitted by the senior management;
7.to review and examine the merger and acquisition plans of the Bank submitted by the senior management;
8.to review and examine substantial internal reorganization and adjustment plans of the Bank;
9.other duties authorized by the laws, regulations, regulatory provisions and the Board of Directors.
2.The Sustainable Development and Consumer Protection Committee
The main duties of the Sustainable Development and Consumer Protection Committee are as follows:
1.to review the Bank’s plans, policies and reports relating to sustainability and environmental, social and governance (ESG), and to identify, assess and manage important issues regarding sustainability and ESG;
2.to review the Bank’s green finance strategy and supervise the implementation and compliance of the Bank’s green finance strategy;
3. to review the strategic development plan and basic policy for inclusive finance business of the Bank; to review and examine the annual operating plan and assessment methods for inclusive finance of the Bank;
4.to review the Bank’s pension finance strategy and supervise the implementation and fulfillment of the Bank’s pension finance strategy;
5.to guide and supervise the establishment and improvement of the policies and procedures for consumer protection; and to ensure that relevant rules and policies are commensurate with corporate governance, corporate culture development and business development strategy;
6.to supervise the comprehensiveness, timeliness and effectiveness of the work of senior management personnel and the consumer protection department according to regulatory requirements and fulfillment status of consumer protection strategies, policies, objectives etc. and the implementation of work; and
7.other duties authorized by the laws, regulations, regulatory provisions and the Board of Directors.
3.The Audit Committee
The main duties of the Audit Committee are as follows:
1.to examine the Bank’s financial affairs;
2.to propose the appointment, renewal and replacement of the external auditor, take appropriate measures to monitor the work of external auditor’s performance, review the reports of external auditors and ensure that external auditors are held accountable for their audit work;
3.to review and examine the external auditor’s annual report, the audited annual financial statements, discussion and analysis of the operation and any interim financial statements; prepare a judgmental report regarding the truthfulness, completeness and correctness of the financial information contained in the audited annual financial statements of the Bank; review the external auditor’s findings and recommendations relating to the financial management and control processes; review with the external auditor significant issues regarding the application of accounting principles and the preparation of financial statements; review and examine the annual plan and scope of work of the external auditor; review and examine significant accounting and auditing policies and important auditing regulations; review and examine the disclosure of financial information of the Bank;
4.to review and examine the Internal Auditing Charter and other important policies, reports and organizational structure of the audit department; review and examine the medium and long-term audit plans and annual audit plan, and guide, evaluate and appraise the internal audit work;
5.to review and examine the appointment of the chief audit officer and, when appropriate, propose the termination and replacement of the chief audit officer, who shall report directly to the Board of Directors and the Audit Committee; review the performance assessment matters of the chief audit officer and his/her compensation;
6. To supervise, urge and assess the Bank’s internal controls and review the Bank’s internal control management policies and procedures; review and examine the significant audit findings to the senior management prepared by the internal audit department and the senior management’s response thereto; review and examine the senior management’s plans to address significant deficiencies and material weaknesses in the design or operation of internal controls and financial reporting; discuss the adequacy of the Bank’s internal controls with the chief audit officer and the external auditor, and any special audit steps adopted in light of material control deficiencies; review and examine the report on fraud cases;
7.to review and examine employee reporting system and urge the Bank to conduct fair investigation and to take appropriate measures regarding the matters reported by the employees;
8.to supervise activities of directors and senior management personnel performed in their official capacity and propose dismissal of directors or senior management personnel who violate laws, regulations, the Articles or resolutions of Shareholders’ Meeting;
9.to require directors or senior management personnel who act against interests of the Bank to take corrective actions;
10.to lodge lawsuits against directors and senior management personnel in accordance with relevant provisions of the Company Law;
11.other duties authorized by laws, regulations, regulatory provisions and the Shareholders’ Meeting and the Board of Directors.
4.The Risk Policy Committee
The main duties of the Risk Policy Committee are as follows:
1.to guide the establishment of a risk culture, review and examine the risk management strategies and risk appetite, ensure the risk limits are established and review major risk management policies and procedures;
2.to supervise the senior management carrying out comprehensive risk management and supervise and urge the implementation of the Bank’s risk management strategy, policy and procedure;
3.to review and examine the comprehensive risk management report;
4.to review and examine matters related to performance assessment of the chief risk officer;
5.to review and examine the Bank’s basic policies on compliance management;
6.to organize and guide the case prevention work in accordance with regulatory requirements; and
7.other duties authorized by the laws, regulations, regulatory provisions and the Board of Directors.
5.The Nomination and Remuneration Committee
The main duties of the Nomination and Remuneration Committee are as follows:
1.to review and examine the Bank’s human resources and remuneration strategies; urge the implementation of relevant strategies;
2.to re-examine the structure, size and composition of the Board of Directors on a regular basis, and make suggestions regarding the scale and composition of the Board of Directors in accordance with the Bank’s strategic plan, operation situation, size of assets and shareholding structure;
3.to re-examine the selection standards, nomination and recruitment process of relevant directors, members in each special committee and senior management personnel on a regular basis;
4.to identify individuals suitably qualified to become directors and propose candidates for directors and president to the Board of Directors;
5.to make recommendations to the Board of Directors on the nomination or appointment or dismissal of relevant directors and the appointment or dismissal of senior management personnel;
6.to perform preliminary review of the qualification and conditions of candidates for directors; perform preliminary review of the candidates for president of the Bank, board secretary and chairmen of the special committees nominated by the chairman of the board in accordance with the selection standards and nomination process; perform preliminary review of the candidates for executive vice president, executive assistant president, chief financial officer, chief risk officer, chief information officer, chief compliance officer and other senior management personnel of the Bank nominated by the president; and perform preliminary review of the candidate for chief audit officer nominated by the Audit Committee;
7.to select and nominate the candidates for members of relevant special committees;
8.to review and examine, and urge and supervise implementation of the remuneration and incentive policies of the Bank; review and examine the remuneration distribution plan and incentive plan of directors and senior management personnel; review and examine the evaluation standards for senior management personnel; and appraise the directors for fulfilling their duties;
9.to review and examine the Bank’s employee code of conduct and urge the senior management to create relevant implementation mechanism; and
10.other duties authorized by the laws, regulations, regulatory provisions and the Board of Directors.
6.The Connected Transactions Control Committee
The main duties of the Connected Transactions Control Committee of the Board of Directors are as follows:
1.to manage the connected transactions of the Bank, and review and examine the corresponding management system for connected transactions;
2.to define the connected transactions of the Bank;
3.to examine the connected transactions pursuant to the provisions of the laws and regulations and based on the business principles of justice and fairness;
4.to issue, by the member who is an independent director, a written report on the fairness and compliance of significant connected transactions and the performance of the internal approval procedure;
5.to review and examine the significant connected transactions and upon acceptance by the independent director, submit them for approval based on the transaction amount;
6.to review and examine the matters of information disclosure of the significant connected transactions of the Bank; and
7.other duties authorized by the laws, regulations, regulatory provisions and the Board of Directors.
