To promote independent oversight of the Bank, the NEDs are required to meet separately at least once a year, without the presence of any Bank executive or anyone from Management. This will ensure that NEDs will not be influenced in any manner, and be able to better evaluate the effectiveness of the internal controls and assess other important corporate issues. This meeting is different from the annual gathering of the Audit Committee, with no one from Management present.

In 2025, a meeting was held to discuss the self-assessment of Independent Directors and the President & CEO, and the result of the disclosures on conflict of interest and related party transactions. Please click here to view the certification from the Corporate Secretary regarding the most recent meeting of the NEDs.

Exercises the powers of the Board in managing corporate affairs when the Board is not in session, to the fullest extent permitted under the By-Laws, applicable laws and the Committee’s Charter. It approves credit applications or transactions exceeding the Credit Committee’s authority and decides on other strategic matters. The Executive Committee had 40 meetings in 2025, including 2 joint meetings with the Risk Oversight Committee.

Please click here to download the Bank’s Executive Committee Charter.

Oversees the effective implementation of the corporate governance framework and ensures its regular review and updating. Assists the Board by ensuring compliance with laws, rules, principles, and best practices on corporate governance, including the new directors’ induction and the incumbent directors’ continuing education program and conduct of the Board assessment. The Corporate Governance Committee had 26 meetings in 2025, including 11 joint meetings with the Compliance Committee and 15 joint meetings with the Nominations Committee.

Please click here to download the Bank’s Corporate Governance Committee Charter.

Oversees the integrity of financial statements and the adequacy of internal controls. It manages the appointment and independence of the Chief Audit Executive and ensures both internal and external auditors remain independent and have unrestricted access to Bank records and personnel. The Committee has the explicit authority to investigate any matter within its terms of reference, in order to ensure the effectiveness and efficiency of the Bank’s internal controls. The Audit Committee had 13 meetings in 2025.

Please click here to download the Bank’s Audit Committee Charter.

Monitors adherence to laws and regulations through a responsive compliance risk management system for identifying and mitigating risks that may erode the franchise value of the bank. It reviews the annual compliance program to ensure Management operates according to established policies and best practices. The Compliance Committee had 12 meetings in 2025, including 11 joint meetings with the Corporate Governance Committee. 

Please click here to download the Bank’s Compliance Committee Charter.

Responsible for the oversight of the Bank’s risk management function, enterprise risk management framework and in reviewing and evaluating their effectiveness and ensuring that corrective actions are in place to address concerns in a timely manner. It oversees the risk-taking activities of the Bank, as well as the recovery plans, and warrants the continued relevance, comprehensiveness and overall value of the institutional risk management plan. The Risk Oversight Committee had 14 meetings in 2025, including 2 joint meetings with the Executive Committee.

Please click here to download the Bank’s Risk Oversight Committee Charter.

Facilitates the search for diverse, qualified candidates for the Board. In coordination with the Corporate Governance Committee, it evaluates the qualifications of covered nominees and interlocked or seconded officers to ensure alignment with Chinabank’s strategic vision The Committee is composed entirely of Independent Directors. The Nominations Committee had 15 meetings in 2025, jointly held with the Corporate Governance Committee.

Please click here to download the Bank’s Nominations Committee Charter.

Oversees the compensation of directors and key executives, ensuring that remuneration packages are aligned with the Bank’s culture, long-term strategy, and stakeholder interests. The Remuneration Committee had 2 meetings in 2025.

Please click here to download the Bank’s Remuneration Committee Charter.

Evaluates and reviews all material related party transactions (RPTs) to ensure they are conducted at an arm's length. Composed entirely of Independent Directors, the Committee oversees the review and proper implementation of the RPT Framework and Policy, and ensures RPTs are properly identified, measured, monitored, controlled and reported. The Related Party Transactions Committee had 12 meetings in 2025. 

Please click here to download the Bank’s RPT Committee Charter.

Oversees the bank’s IT and digitalization strategy, investments, and implementation. It ensures that the IT execution of subsidiaries and affiliates remains aligned with the Bank’s overall strategic goals. The Information Technology Steering Committee had 12 meetings in 2025.

Please click here to download the Bank’s ITSC Charter.

Provides strategic direction and oversight for the Trust and Asset Management Group. It oversees the trust, investment management and fiduciary activities and ensures that they comply with regulatory requirements and that prudent operating standards and internal controls are strictly maintained. The Trust Investment Committee convened 11 times in 2025.

Please click here to download the Bank’s TIC Charter.