The Board of Directors, which is responsible for 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 15 members. Besides the Chairman, there are three executive directors, five non-executive directors and six independent 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 | ||||
| LIU Jin | M | |||||
| WANG Wei | M | |||||
| LIN Jingzhen | M | |||||
| XIAO Lihong | M | C | ||||
| WANG Xiaoya | M | M | M | |||
| ZHANG Jiangang | M | M | ||||
| CHEN Jianbo | M | M | M | |||
| HUANG Binghua | M | M | M | |||
| JIANG Guohua | M | M | C | M | M | |
| Martin Cheung Kong LIAO | M | M | M | C | ||
| CHUI Sai Peng Jose | M | M | M | C | M | |
| Jean-Louis Ekra | M | M | VC | |||
| E Weinan | M | M | M | |||
| Giovanni Tria | M | VC | M | M |