Corporate Governance

Industrial Bank Co., Ltd. places a strong emphasis on maximizing shareholder value, balanced with a steadfast commitment to the bank's enduring stability and sustainable growth. The institution ardently champions the safeguarding of interests across all stakeholder groups, endeavoring to foster a climate of harmony and mutual respect among a spectrum of interest parties. Presently, the bank is distinguished by its multifaceted shareholder composition, marked by proportionate representation, impeccable credentials, and transparent relationships. Its governance architecture - encompassing the shareholders' assembly, the board of directors, the supervisory board, and the senior management - is characterized by clearly delineated responsibilities, a system of reciprocal oversight, and seamless integration in operations. The bank's governance framework is both exhaustive and methodical, assuring uniformity and excellence in execution at every level.

I. Shareholders and Annual General Meeting

The Fujian Provincial Finance Department and the wholly state-funded Fujian Financial Investment Co., Ltd., are the largest consolidated shareholders of the bank. Annual General Meeting is the supreme decision-making body of the bank. It operates in accordance with the law, continually enhancing effective communication channels with shareholders. The bank actively collects opinions and suggestions of a broad range of investors, ensuring all shareholders are informed and can participate in and vote on major corporate matters. When deliberating on significant issues affecting small and medium investors, the bank conducts and discloses separate vote counting and results for these investors.

II. Directors and the Board of Directors

The board of directors is the decision-making body of the bank, operating with standardization and scientific decision-making. The composition of the bank's directors is thoughtfully considered, taking into account the company's future operational and development needs as well as diverse selection criteria. These criteria include professional background, the proportion of female members, nationality and regional structure, and age distribution. This continuous optimization of the board composition lays a vital foundation for informed and efficient decision-making. Currently, the board consists of 11 directors, including 3 executive directors and 8 non-executive directors (of which 5 are independent non-executive directors). Additionally, 4 non-executive directors were elected at the 2022 annual shareholders' meeting, with 2 more non-executive directors awaiting qualification approval from the National Financial Regulatory Administration. The board effectively plays its role in strategic planning, formulating operational plans, deepening institutional and mechanism reforms, strengthening capital management, enhancing risk control, and promoting digital transformation. The bank continuously improves the decision-making and transmission mechanisms of the board, thereby enhancing the efficiency of its operations.

III. Special Committees of the Board of Directors

The bank's board of directors has established five committees: the Strategy and ESG Committee, Risk Management and Consumer Rights Protection Committee, Audit and Related Transaction Control Committee, Nomination Committee, and Compensation Assessment Committee. The chairpersons of the Risk Management and Consumer Rights Protection Committee, Audit and Related Transaction Control Committee, Nomination Committee, and Compensation Assessment Committee are all independent non-executive directors, with a majority of independent non-executive directors serving on these committees. The Audit and Related Transaction Control Committee is composed entirely of non-executive directors, each with expertise and work experience in finance, auditing, accounting, or law. Additionally, the Compensation Assessment Committee includes members with financial background.

(I) Strategy and ESG Committee: consists of five members - Lyu Jiajin, Chen Xinjian, Sun Xiongpeng, Xu Lin, and Wang Hongmei, with Lyu Jiajin serving as the Chair.

(II) Risk Management and Consumer Rights Protection Committee: consists of three members - Chen Yichao, Ben Shenglin, and Qi Yuan, with Ben Shenglin as the Chairperson.

(III) Audit and Related Transaction Control Committee: consists of five members - Qiao Lijian, Xiao Hong, Xu Lin, Wang Hongmei, and Zhang Xuewen, with Zhang Xuewen as the Chairperson.

(IV) Nomination Committee: consists of three members - Ben Shenglin, Wang Hongmei, and Qi Yuan, with Qi Yuan as the Chairperson.

(V) Compensation Assessment Committee: consists of three members - Chen Yichao, Xu Lin, and Zhang Xuewen, with Xu Lin as the Chairperson.

IV. Supervisors and the Supervisory Board

The Supervisory Board serves as the bank's oversight body. The current Supervisory Board of the bank has 6 members, including 1 shareholder supervisor, 2 staff supervisors, and 3 external supervisors. The Supervisory Board diligently fulfills its supervisory responsibilities, actively conducts specialized research and audit investigations, guides internal audit work, and regularly communicates with external auditing agencies. It legally oversees the bank's development strategy, financial activities, business decisions, risk management, internal control, corporate governance, related transactions, and the performance and responsibilities of the board of directors and senior management.

V. Special Committees of the Supervisory Board

The Supervisory Board of the bank has established two special committees: the Supervisory Committee and the Nomination, Compensation and Assessment Committee. The chairpersons of both committees are external supervisors.

(I) Supervisory Committee: Composed of three members - Paul M. Theil, Zhu Qing, and Sun Zheng, with Paul M. Theil serving as the Chairperson.

(II) Nomination, Compensation and Assessment Committee: Consists of three members - Yu Zusheng, Zhang Guoming, and Zhu Qing, with Zhu Qing as the Chairperson.

VI. Senior Management

The senior management acts as the executive body of the bank and is accountable to the board of directors. Currently, the bank's senior management team comprises 5 members, including 1 president and 4 vice-presidents. Under the senior management, there are 12 committees: the Strategy Promotion Committee, Digital Transformation Committee, Asset and Liability Management Committee, Investment Decision Committee, Risk Management Committee, Internal Control Committee, Special Assets Management Committee, Business Continuity Management Committee, Bulk Commodity Procurement Committee, Internal Accountability Committee, Credit Approval Committee, and Investment Review Committee.