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Corporate Governance

 
 


Overview of Corporate Governance


 

The Bank takes excellent corporate governance as an important objective. It has constantly pursued the best practice in corporate governance and integrated the Party’s leadership with improvement of corporate governance. Adhering to the rules and regulations governing capital markets and relevant industries, the Bank has made constant efforts to improve its corporate governance framework, which comprises the shareholders' meeting, the Board of Directors, the Board of Supervisors and the Senior Management. This framework operates smoothly owing to a clear division of duties. All special committees of the Board of Directors and the Board of Supervisors have performed their duties and functioned effectively, thereby enhancing the Bank's corporate governance capabilities.

The Bank has been working on improving the system of its corporate governance regimes. It has continuously followed up and implemented regulatory requirements on capital market, whichever is stricter, and has comprehensively and systematically reviewed the Articles of Associations and the rules of procedure of each special committee. Upon review by the Board of Directors and the Shareholders’ Meeting, some terms relating to the authorization to the Board of Directors granted by the Shareholders’ Meeting and the authorization to the President granted by the Board of Directors have been updated. The Bank has improved information disclosure rules and enhanced the initiative and timeliness of information disclosure. 

The Bank places great emphasis on improving its corporate governance operation mechanisms. It ensures that minority shareholders are properly informed and able to participate and make decisions. The annual shareholders' meetings are held in Beijing and Hong Kong on-site and connected by way of video conference, allowing shareholders from both the Chinese mainland and Hong Kong to attend in person. In addition, online voting for A-Share Holders is available to safeguard the rights and interests of the minority shareholders. The Bank focuses on constantly enhancing co-ordination with respect to the operation mechanisms of the Board of Directors, information disclosure and stakeholder engagement. It continues to support the Board of Directors in functioning more constructively and making scientific and efficient decisions. The Bank works to heighten transparency and proactively perform the duties it owes to the relevant stakeholders, including shareholders, customers, staff and society.

The Bank makes great efforts to promote Board diversity. It has formulated the Bank of China Limited Board Diversity Policy, 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 on-going basis. All appointments are made on merit, in the context of the skills and experience the Board of Directors as a whole requires, and taking into full consideration and from various perspectives the object and requirements for diversity, 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 Bank applies the aforementioned diversity policy and requirements to the director selection and engagement process.

The corporate governance framework of the Bank is as follows:


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