Directors and Board of Directors

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: 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.

●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 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 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 Personnel 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 16 directors, namely 3 executive directors, 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 SAR, Macao SAR, Europe, the Americas and Africa, they are engaged in multiple fields such as economics, finance, accounting, law, technology and management, and have gained a high reputation in their respective professional fields. Chairmen of the Audit Committee, Personnel and Remuneration Committee and Connected Transactions Control Committee as well as vice chairmen of the Corporate Culture 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, China Everbright Bank and Luso International Banking Limited. 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.

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. Mr. CHUI Sai Peng Jose, a member of the Risk Policy Committee, serves as CEO of Parafuturo de Macau Investment and Development Ltd. and is responsible for managing the risk control department of the company. Professor Liu Xiaolei, a member of the Risk Policy Committee, studies risk management among her research fields.

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
GE Haijiao	C
LIU Jin	M
LIN Jingzhen		M		M
ZHANG Yi	M					M
ZHANG Yong	M		M	C
ZHANG Jiangang	M		M
HUANG Binghua		C		M	M
LIU Hui	M			M
SHI Yongyan	M	M			M
LOU Xiaohui	M					M
Martin Cheung Kong LIAO	M		M		M	C
CHUI Sai Peng Jose		M		M	C	M
Jean-Louis Ekra	M	M		VC
E Weinan	M	M			M
Giovanni Tria	M	VC	M			M
LIU Xiaolei	M		C	M	M	M

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:

	GE Haijiao Chairman Chairman of the Board of Directors of the Bank since April 2023. Mr. Ge joined the Bank in 2023. He served as a member of the Standing Committee of Hebei Provincial Committee of the Communist Party of China and Vice Governor of Hebei Province from November 2021 to March 2023, Vice Governor of Hebei Province from September 2019 to November 2021, Executive Director of China Everbright Group from November 2018 to September 2019, and Executive Director and President of China Everbright Bank from January 2019 to September 2019. From October 2016 to November 2018, he served as Deputy General Manager of China Everbright Group. Prior to that, Mr. Ge had worked in Agricultural Bank of China for many years, serving as Deputy General Manager of Dalian Branch, General Manager of Singapore Branch, Deputy General Manager (department general manager level) of the International Banking Department of the Head Office and General Manager of Heilongjiang Branch.Mr. GE began to serve as Chairman of the Board of Directors of BOC Hong Kong (Holdings) Limited as of April 2023. Mr. Ge graduated from Liaoning University in 1993 and Nanjing Agricultural University in 2008 with a Doctor’s Degree in Management. He holds the title of Senior Economist.
	LIU Jin Vice Chairman and President Vice Chairman of the Board of Directors of the Bank since June 2021 and President of the Bank since April 2021. Mr. Liu joined the Bank in 2021. Prior to that, Mr. Liu served as Executive Director of China Everbright Group from December 2019 to March 2021, President of China Everbright Bank from January 2020 to March 2021, and Executive Director of China Everbright Bank from March 2020 to March 2021. From September 2018 to November 2019, he worked at China Development Bank as its Executive Vice President. Mr. Liu had worked in Industrial and Commercial Bank of China (ICBC) for many years, serving as Deputy General Manager of its Shandong Branch, Vice Chairman, Executive Director, General Manager of ICBC (Europe) and General Manager of ICBC Frankfurt Branch, General Manager of the Investment Banking Department of its Head Office, and General Manager of its Jiangsu Branch. Mr. Liu began to serve as Vice Chairman of the Board of Directors of BOC Hong Kong (Holdings) Limited as of August 2021 and Chairman of the Board of Directors of BOC Aviation Limited as of April 2023. He graduated from Shandong University in 1993 with a Master of Arts degree. He holds the title of Senior Economist.
	LIN Jingzhen Executive Director and Executive Vice President Executive Director of the Bank since February 2019 and Executive Vice President of the Bank since March 2018. Mr. LIN joined the Bank in 1987. He served as Deputy Chief Executive of BOC Hong Kong (Holdings) Limited from May 2015 to January 2018, as General Manager of the Corporate Banking Department of the Bank from March 2014 to May 2015, and as General Manager (Corporate Banking) of the Corporate Banking Unit of the Bank from October 2010 to March 2014. Prior to this, he successively served as Deputy General Manager of Corporate Banking Department and Corporate Banking Unit of the Bank. Mr. LIN served as Chairman of BOC International Holdings Limited from April 2018 to December 2020, Chairman of BOC International (China) Co., Ltd. from May 2018 to April 2022. He has been serving as Non-executive Director of BOC Hong Kong (Holdings) Limited since August 2018. He graduated from Xiamen University in 1987, and obtained a Master of Business Administration Degree from Xiamen University in 2000.
	ZHANG Yi Executive Director and Executive Vice President Executive Director of the Bank since April 2024 and Executive Vice President of the Bank since March 2023, and joined the Bank in 2023. Mr. Zhang served as Executive Vice President of Agricultural Bank of China from November 2021 to March 2023, as Chief Financial Officer of China Construction Bank (CCB) from April 2021 to September 2021. Prior to that, Mr. Zhang previously served as Deputy General Manager of the Asset and Liability Management Department of the Head Office of CCB, Deputy General Manager and General Manager of Jiangsu Branch of CCB, and General Manager of the Finance and Accounting Department of the Head Office of CCB. Mr. Zhang graduated from Southwestern University of Finance and Economics in 1993, and obtained a Master’s Degree in Business Administration from Renmin University of China in 2002. He holds the title of Senior Accountant.
	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.
	ZHANG Jiangang Non-executive Director Non-executive Director of the Bank since July 2019. Mr. ZHANG served as member of the Party Committee, Secretary of Party Discipline Committee, Deputy Secretary-General, and Chairman of the Financial Evaluation Committee of the China Appraisal Society from May 2016 to July 2019. From August 2014 to May 2016, Mr. ZHANG served as Deputy Secretary-General of the China Appraisal Society. From September 2000 to August 2014, he worked in the Department of Personnel and Education of the Ministry of Finance, successively serving as the Principal Staff Member, Deputy Director and Director. From November 1998 to September 2000, Mr. ZHANG served as a cadre of the editorial office of the State Assets Management of the Ministry of Finance. From July 1995 to November 1998, he served as a cadre of the former State State-owned Assets Administration Bureau. Mr. ZHANG graduated from the China Youth University of Political Studies in July 1995 with a Bachelor’s Degree in Law, and obtained a Master’s Degree in Management from the Graduate School of the Chinese Academy of Fiscal Sciences of the Ministry of Finance in December 2002. He holds the title of Senior Economist.
	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.
	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.
	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 Division Head 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.
	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).
	Martin Cheung Kong LIAO Independent Director Independent Director of the Bank since September 2019. Mr. LIAO was called to the Bar in England and Wales in 1984 and was called to the Bar in Hong Kong in 1985 and is a practicing barrister in Hong Kong, and is admitted an Advocate and Solicitor of Singapore since 1992 . He has been serving as a Member of the Legislative Council of the Hong Kong Special Administrative Region since 2012. Mr. LIAO has also been serving as a Steward of the Hong Kong Jockey Club since April 2013, an Independent Non-executive Director of Hang Lung Group Limited since November 2014, Chairman of the Advisory Committee on Corruption of the Independent Commission against Corruption since January 2019, and standing committee member of the 14th National Committee of the Chinese People’s Political Consultative Conference since March 2023. Mr. LIAO has been appointed as a Non-Official Member of the Executive Council of the Hong Kong Special Administrative Region since November 2016. He was appointed as Justice of the Peace in 2004, was awarded the Silver Bauhinia Star in 2014 and was awarded the Gold Bauhinia Star in 2019. He is elected as Deputy of the Hong Kong Special Administrative Region to the 11th, 12th and 13th National People’s Congress of the People’s Republic of China. Mr. LIAO previously served as Chairman of the Anti-Money Laundering and Counter Terrorist Financing Review Tribunal and Chairman of The Hong Kong Council for Accreditation of Academic and Vocational Qualifications. He graduated from University College London with a Bachelor of Economic Science (Hons) Degree in 1982 and a Master of Laws Degree in 1985.
	CHUI Sai Peng Jose Independent Director Independent Director of the Bank since September 2020. Mr. CHUI is currently the President of CAA City Planning & Engineering Consultants Ltd. of Macao, and Da Chang (Zhuhai) Concrete Pile Co., Ltd., CEO of Parafuturo de Macau Investment and Development Ltd., and Chairman of Board of Directors of Macao Young Entrepreneur Incubation Centre. He is also the Deputy of the Macao SAR to the 14th National People’s Congress, Deputy of Legislative Assembly of the Macao SAR, and member of the Economic Development Committee of the Macao SAR. In addition, he serves as a member of the National Committee of China Association for Science and Technology, Vice-President of Board of Directors of Macao Chamber of Commerce, Vice-President of General Assembly of the Macao Association of Building Contractors and Developers. Mr. CHUI served as the President of Hou Kong Junior Chamber in 1994 and President of Junior Chamber International Macao, China in 1999. He was the President of Committee for Building Appraisal of the Macao SAR from 2002 to 2015. He served as member and Vice-President of the Committee of Cultural Industries of the Macao SAR from 2010 to 2016. Currently he serves as Independent Director of Luso International Banking Ltd. Mr. CHUI is a registered Urban Planner and Civil Engineer of Macao. He is also a registered Civil Engineer and Structural Engineer (Senior Engineer Level) of California, USA. Mr. CHUI received his Bachelor’s Degree in Civil Engineering from University of Washington in 1981, and received his Master’s Degree in Civil Engineering from University of California, Berkeley in 1983. He graduated from Tsinghua University in 2002 with a Doctor’s Degree in Urban Planning.
	Jean-Louis Ekra Independent Director Independent Director of the Bank since May 2022. Mr. EKRA currently sits on the Board of several institutions including Africa Economic Research Consortium (AERC), 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.
	E Weinan Independent Director Independent Director of the Bank since July 2022. Mr. E is an Academician of Chinese Academy of Sciences, Professor of School of Mathematical Sciences at Peking University, director of Center for Machine Learning Research at Peking University, and joint director of the National Engineering Laboratory of Big Data Analysis and Applied Technology of Peking University. He is also Director of Beijing Institute of Big Data Research, and Dean of School of Data Science, University of Science and Technology of China. He once served as a faculty member of Institute for Advanced Study, Princeton University of the United States from 1991 to 1994, Associate Professor and Professor of Courant Institute of Mathematical Sciences, New York University from 1994 to 1999, Professor of School of Mathematical Sciences, Peking University, and Chair Professor of the Cheung Kong Scholars Program from 2000 to 2019, Professor of Department of Mathematics and PACM of Princeton University of the United States from 1999 to 2022. He has concurrently served as Chief Scientist of Beijing Zhijian Moqi Technology Co., Ltd. since 2016, and Director and Chief Scientific Advisor of Beijing Shenshi Technology Co., Ltd. since 2018. He obtained his bachelor’s degree from University of Science and Technology of China in 1982, master’s degree from Computing Center of Chinese Academy of Sciences in 1985, doctor’s degree from University of California, Los Angeles in 1989, and postdoctoral degree from Courant Institute of Mathematical Sciences, New York University in 1991.
	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.
	LIU Xiaolei Independent Director Independent Director of the Bank since March 2024. Ms. Liu currently serves as Professor of Finance and Accounting, as well as the Deputy Director of the Faculty of Economics & Management and Chair of the Finance Department at Guanghua School of Management, Peking University. 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. Since June 2021, Ms. Liu has been 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.