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    Board of Directors

    2017-01-04

    I. Powers of the Board of Directors

    The Board of Directors shall assume the ultimate responsibility for the operation and management of the Bank and shall exercise the following powers in accordance with the law.

    (1) Convene the General Meeting of Shareholders and report to the General Meeting;

    (2) Implement resolutions of the General Meeting of Shareholders;

    (3) Develop the Bank's business development strategies as well as special development strategies for green credit, financial innovation and consumer protection, supervise the implementation of the strategies, and decide on the Bank's business plans and investment programs;

    (4) Develop the annual financial budget and final accounts of the Bank;

    (5) Develop the Bank's plans for risk capital allocation, profit distribution and loss recovery;

    (6) Develop capital planning, assume the ultimate responsibility for capital management, and work out plans for increasing or reducing the Bank's registered capital, for issuing corporate bonds or other securities, and for listing;

    (7) Develop plans for major acquisitions, acquisitions of the Bank's shares or merger, demerger, dissolution and change of the Bank's corporate form;

    (8) Decide on the Bank's matters including foreign investment, acquisition or disposal of assets, pledge of assets, external guarantee, entrustment of others to manage the Bank's funds or other assets, except for major matters that shall be decided by the General Meeting of Shareholders as provided in these Articles of Association;

    (9) Decide on major connected transactions of the Bank, except those otherwise provided for in these Articles of Association;

    (10) Decide on the establishment of the internal management bodies of the Bank;

    (11) Decide on the appointment or dismissal of the President, chief officers, board secretaries of the Bank and on their remuneration based on the recommendation of the Nomination and Remuneration Committee, and decide on the appointment or dismissal of other senior management personnel such as vice presidents, assistant presidents, business directorsof the Bank and on their remuneration based on the nomination of the President of the Bank;

    (12) Develop the basic management system of the Bank;

    (13) Assume the ultimate responsibility for the Bank's total risk management and operational compliance, for the management of subdivided risks related to liquidity, reputation and consolidated statements, and for key tasks including consumer rights protection;

    (14) Establish a risk management culture, work out the Bank's total risk management policy, and develop risk management policies related to risk tolerance, risk appetite, internal control, reputation risk, financial innovation risk management, case risk management, etc., as important aspects of the Bank's risk management;

    (15) Develop the amendment plan of these Articles of Association;

    (16) Be responsible for the Bank's information disclosure and assume the ultimate responsibility for the truthfulness, accuracy, completeness and timeliness of the Bank's accounting and financial reports;

    (17) Determine the job duties of any management personnel of the Bank including its President, vice presidents, chief officers, assistant presidents, board secretaries and business directors;

    (18) Oversee and ensure the effective performance of management responsibilities by senior management;

    (19) Listen to reports on the work of the President of the Bank and inspect the work of the President;

    (20) Establish a supervisory mechanism for the management to develop the code of conduct and work rules for the managers and business personnel, clearly require employees at all levels to report possible conflicts of interest in a timely manner in the aforementioned normative documents, stipulate particular rules and establish corresponding measures;

    (21) Establish an information reporting system and require senior management to report regularly to the Board of Directors and itsmembers on the Bank's business management matters;

    (22) Periodically evaluate and improve the Bank's corporate governance;

    (23) Safeguard the legitimate rights and interests of depositors and other stakeholders;

    (24) Establish a mechanism to identify, review and manage conflicts of interest between the Bank and its shareholders, especially major shareholders; and

    (25) Other powersthat shall be exercised by the Board of Directors as stipulated by laws, regulations, regulatory provisions and these Articles of Association.