Macroeconomía de EEUU

The Board of Directors of the Bank has established six special committees, namely, the Strategy Committee, the Audit Committee, the Risk Management Committee, the Nomination Committee, the Compensation Committee and the Related Party Transactions Control Committee. Except the Strategy Committee, chairmen of all the other committees were assumed by independent non-executive directors and more than half of the committee members were independent non-executive directors. During the reporting period, the performance of duties by the special committees of the Board of Directors of the Bank is set out below:

Strategy Committee

The Strategy Committee is mainly responsible for considering the Bank’s strategic development plan, business and institutional development plan, major investment and fi nancing plan and other major matters critical to the Bank’s development, making recommendations to the Board, and examining and assessing the soundness of the corporate governance framework to ensure fi nancial reporting, risk management and internal control are compliant with corporate governance criteria of the Bank. As at the end of the reporting period, the Strategy Committee of the Bank consisted of nine directors, including Executive Directors Mr. Jiang Jianqing and Mr. Yi Huiman; Independent Non-executive Directors Sir Malcolm Christopher McCarthy, Mr. Wong Kwong Shing, Frank, Mr. Or Ching Fai and Mr. Hong Yongmiao; Non-executive Directors Ms. Wang Xiaoya, Mr. Yao Zhongli and Mr. Fu Zhongjun. Chairman of the Board of Directors Mr. Jiang Jianqing and Independent Non-executive Director Sir Malcolm Christopher McCarthy were the chairman and vice chairman of the committee, respectively.

During the reporting period, the Strategy Committee of the Board of Directors held three meetings, considered six proposals including the fi nal accounts plan for 2012 and the fi xed asset investment budget for 2013 and listened to two reports. The Strategy Committee provided support to the scientifi c decision-making of the Board of Directors by putting forward constructive suggestions in respect of the implementation of capital management and talents and information technology development, and the steady progression of internationalized and diversifi ed operation.

Audit Committee

The Audit Committee is mainly responsible for supervising, inspecting and evaluating internal control, fi nancial information and internal audit of the Bank and assessing mechanisms for the Bank’s staff to report misconducts in fi nancial statements, internal control, etc. and for the Bank to make independent and fair investigations and take appropriate actions. As at the end of the reporting period, the Audit Committee of the Bank consisted of seven directors, including Independent Non- executive Directors Mr. Wong Kwong Shing, Frank, Mr. Kenneth Patrick Chung, Mr. Or Ching Fai, Mr. Hong Yongmiao and Mr. Yi Xiqun; Non-executive Directors Mr. Li Jun and Mr. Wang Xiaolan. Independent Non-executive Director Mr. Wong Kwong Shing, Frank was the chairman of the committee.

Summary Report on the Performance of Duties by the Audit Committee:

During the reporting period, the Audit Committee held fi ve meetings, considered six proposals including the 2012 Annual Report, the 2012 Internal Control Assessment Report and the Internal Audit Plan for 2013, and heard 14 reports including the regular internal audit report.

The Audit Committee reviewed fi nancial statements of the Bank on a regular basis, and had reviewed and submitted to the Board of Directors to approve the annual report, interim report and quarterly reports of the Bank; organized and conducted the internal control assessment for 2012 of the Group and engaged external auditors to audit the assessment report and procedures of the Bank with respect to the relevant regulatory requirements; gradually strengthened communication with external auditors, attached importance to the supervision of external auditors and heard several reports of external auditors concerning annual audit results, management proposal and audit plan.

During the preparation and audit of the 2013 fi nancial statements, the Audit Committee set out related matters such as audit schedule and arrangement through negotiation with external auditors, followed the status of external auditing and conducted supervisions over relevant works at appropriate time by means of listening to reports and holding informal

discussions, and reviewed the unaudited and preliminarily audited annual fi nancial statements respectively. The Audit Committee held a meeting on 25 March 2014, and considered that the annual fi nancial statements truly and completely refl ected the fi nancial position of the Bank. The Audit Committee reviewed the summary of audit work performed by external auditors during the year and made an overall and objective assessment on its performance and quality of practice. The Audit Committee also approved the renewal of the engagement of KPMG Huazhen (Special General Partnership) and KPMG as the external auditors of the Bank for 2014 and the engagement of KPMG Huazhen (Special General Partnership) as the internal control auditors of the Bank for 2014, and presented the proposals to the Board of Directors for consideration.

Risk Management Committee

The Risk Management Committee is primarily responsible for reviewing and revising the strategy, policy and procedures of risk management and internal control process of the Bank, and supervising and evaluating the performance of Senior Management members and risk management department in respect of risk management. As at the end of the reporting period, the Risk Management Committee of the Bank consisted of eight directors, including Independent Non-executive Directors Mr. Or Ching Fai, Sir Malcolm Christopher McCarthy, Mr. Kenneth Patrick Chung and Mr. Hong Yongmiao; Non- executive Directors Ms. Ge Rongrong, Mr. Li Jun, Mr. Wang Xiaolan and Mr. Yao Zhongli. Independent Non-executive Director Mr. Or Ching Fai was the chairman of the committee.

During the reporting period, the Risk Management Committee held three meetings, discussed and considered three proposals including the liquidity risk management strategy for 2013 and the country risk concentration limit for 2013, and heard four reports including the risk management for 2012 and the fi rst half of 2013. The Risk Management Committee put forward constructive suggestions in respect of the enhancement of enterprise risk management of the Bank.

Nomination Committee

The Nomination Committee is mainly responsible for making recommendations to the Board of Directors on candidates for directors and Senior Management members, nominating candidates for chairmen and members of special committees of the Board of Directors, and formulating the standards and procedures for selection and appointment of directors and Senior Management members as well as the training and development plans for Senior Management members and key reserved talents. The Nomination Committee is also responsible for assessing the structure, size and composition of the Board of Directors on a yearly basis and making recommendations to the Board of Directors based on the Bank’s development strategy. As at the end of the reporting period, the Nomination Committee of the Bank consisted of eight directors, including Executive Director Mr. Yi Huiman; Independent Non-executive Directors Mr. Wong Kwong Shing, Frank, Sir Malcolm Christopher McCarthy, Mr. Or Ching Fai, Mr. Hong Yongmiao and Mr. Yi Xiqun; Non-executive Directors Ms. Ge Rongrong and Mr. Wang Xiaolan. Independent Non-executive Director Mr. Wong Kwong Shing, Frank was the chairman of the committee.

The Nomination Committee reviews the qualifi cations of candidates for directors based on whether the candidate complies with applicable laws, administrative rules, regulations and the Articles of Association of the Bank. According to the requirement on diversifi ed composition of the Board of Directors in the Rules for Recommendation and Nomination of Board Candidates of the Bank, the Nomination Committee shall pay attention to the complementarity in terms of expertise, professional competence and experience, cultural and educational background, gender, etc. of the candidates, to ensure the directors are well equipped, experienced and have diversifi ed perspectives and views. In order to implement the requirement, the Nomination Committee assesses the improvement of diversifi ed composition of the Board of Directors in addition to framework, number of directors and formation on a yearly basis, and discusses and designs measurable goals according to actual conditions. The meeting of the Nomination Committee is held only when over one half of all members are present, and a resolution is adopted only when over one half of all members vote for it.

Summary Report on the Performance of Duties by the Nomination Committee:

During the reporting period, the Nomination Committee held fi ve meetings, considered 13 proposals in respect of the appointment of Mr. Yi Huiman as President, Mr. Zheng Wanchun, Mr. Gu Shu and Mr. Wang Jingdong as Senior Executive Vice Presidents, the nomination of Mr. Yi Huiman, Mr. Luo Xi and Mr. Liu Lixian as candidates for Executive Directors

and their appointment as members of special committees of the Board of Directors, the nomination of Mr. Yi Xiqun as a candidate for Independent Non-executive Director and Mr. Fu Zhongjun as a candidate for Non-executive Director, and the adjustment of chairmen and members of some special committees of the Board of Directors.

Compensation Committee

The Compensation Committee is mainly responsible for formulating assessment measures on the performance of duties for directors, organizing the assessment on the performance of duties of Directors, putting forth proposal on remuneration distribution for Directors, putting forth proposal on remuneration distribution for Supervisors based on the performance assessment on Supervisors carried out by the Board of Supervisors, formulating and reviewing the assessment measures and compensation plans for Senior Management members of the Bank and evaluating the performance and behaviors of Senior Management members. As at the end of the reporting period, the Compensation Committee of the Bank consisted of eight directors, including Executive Director Mr. Yi Huiman; Independent Non-executive Directors Mr. Or Ching Fai, Mr. Wong Kwong Shing, Frank, Sir Malcolm Christopher McCarthy, Mr. Kenneth Patrick Chung and Mr. Yi Xiqun; Non-executive Directors Ms. Wang Xiaoya and Mr. Fu Zhongjun. Independent Non-executive Director Or Ching Fai was the chairman of the committee.

Summary Report on the Performance of Duties by the Compensation Committee:

During the reporting period, the Compensation Committee held two meetings. In accordance with applicable regulations of the government as well as the strategic development plan and annual business plan of the Bank, the committee considered and approved three proposals on the payment of remuneration to Directors, Supervisors and Senior Management members for 2012 and the 2013 performance evaluation plan for Senior Management members, etc., and heard the report on the 2012 assessment report on the performance of duties of the directors by the Board of Directors. The Compensation Committee put forward suggestions on further improvement on the incentive and constraint system and the assessment- based compensation mechanism, and played a supporting role in decision-making of the Board of Directors.

The Compensation Committee will put forth a proposal on the remuneration of the Executive Directors and the Senior Management members of the Bank based on the performance evaluation for 2013, and presented such proposal to the Board of Directors of the Bank for its consideration. The remuneration of the Executive Directors shall also be submitted to the Shareholders’ General Meeting for fi nal decision. The Bank deferred the payment of part of the performance based remuneration to Chairman of the Board of Directors, Chairman of the Board of Supervisors and other Senior Management members. The deferred amount was accrued in the Bank’s account, and will be paid in three years with regard to the operating performance and status, and the proportion payable each year will be one-third of the amount. According to applicable regulations including the Measures on the Assessment of Performance of Duties of Directors in Commercial Banks (Trial) issued by CBRC, the Articles of Association and the Rules on the Assessment of Performance of Duties of Directors by the Board of Directors (Trial) of the Bank, the Compensation Committee organized the performance assessment of directors by the Board of Directors for 2012.