BOC HONG KONG (HOLDINGS) LIMITED Mandate of the Nomination Committee
  1. Purpose

    1. The Nomination Committee (the "Committee") is a standing committee of the Board of Directors (the "Board"). The purpose of the Committee is to assist the Board in fulfilling its oversight responsibility for BOC Hong Kong (Holdings) Limited (the "Company"), Bank of China (Hong Kong) Limited (the "Bank") and its subsidiaries (together, the "Group") relating to:

      • the identification, nomination and appointment of directors, Board committee ("Board Committee") members and certain senior management under the Board's direct management as defined by the Board from time to time (defined as "Senior Management").

      • ensuring that directors and Board Committee members have the skills, experience and knowledge to fulfil their duties on an ongoing basis.

      • promoting the effectiveness of the Board and Board Committees by organising annual self-assessment of the Board and Board Committees.

        The role of the Committee is one of oversight. Subject to the provisions of this Mandate and subject to the strategies and policies as approved by the Board or the Committee (as the case may be), the Chief Executive has the overall accountability in the appointment and removal of the Bank's staff as part of his management responsibility.

    2. Roles and Responsibilities
      1. Overall Human Resources Strategy

        1. The Committee is responsible for reviewing and recommending for the approval of the Board on the overall human resources strategies for the Group, across the following areas:

          • recruitment, development and training of staff, to ensure the level and skills of staff are sufficient to meet the business needs of the Group into the future.

        2. The Committee is responsible for monitoring at a high-level the implementation of the Group's strategies on human resources and ensuring that the policies based on these strategies and their implementation are legal, fair, reasonable and are in accordance with the strategies formulated pursuant to 2.1.1.

        3. The Committee shall encourage the Management to establish a human resources culture which is in compliance with the overall strategy of the Group and which supports fulfilment of the Group's vision, mission and value.

          1. Procedures for Nomination and appointment of Directors and Senior Management

            1. The Committee shall review and approve the development and maintenance of procedures for identifying, nominating and appointing directors and Board Committee members, and Senior Management as defined by the Board from time to time.

              Board and Board Committees

            2. On an ongoing basis, the Committee shall:

              • regularly monitor and review the leadership needs of the Group, to ensure the Group can continue to compete effectively in the markets in which it operates.

              • regularly monitor and review the structure, size, composition and membership of the Board and Board Committees and make recommendations for any changes deemed necessary.

              • assist the Board to establish, approve and review the standards of director independence with the support of the Board Secretary, and assess the independence of independent non-executive directors.

            3. When changes to the Board or Board Committees are required or when vacancies arise, the Committee shall identify the key requirements for the new candidate(s) sought and objective criteria for selection for the Board's approval with adherence to the principles stated in the Board Diversity Policy (including but not limited to gender, age, cultural and educational background, ethnicity, geographical location, professional experience, skills and knowledge, etc) and, take into account the existing composition of the Board and Committees, as well as the business requirements of the Group. The Committee shall consider candidates from a wide variety of backgrounds, identify and nominate potential candidates to the Board for approval.

            4. External advisors may be used as and when deemed necessary by the Committee to identify potential candidates.

            5. The identification and nomination process shall include specification of the expected time commitment, and any involvement required by the Group outside Board and Board Committee meetings. Operations procedures are listed in the "Procedures for the Nomination and Appointment of Independent Non-executive Directors".

            6. Non-executive directors shall be appointed for a specific term, subject to re- election in accordance with the Articles of Association of the Company and the Bank and any regulatory requirements. The Committee shall review and make recommendations to the Board on the re-appointment of any non-executive directors on the completion of their specified term, and make recommendations on

              matters in relation to the election or re-election of directors by shareholders, and the continuation in office of any director at any time.

            7. The Committee shall ensure that appropriate succession plans for directors are in place, and shall review these regularly to ensure that they meet the Group's requirements.

              Senior Management of the Company and the Bank

            8. The Committee shall review the nominations and make recommendations to the Board for approval of the appointment and removal of the Senior Management of the Company and the Bank.

            9. The Committee shall ensure that appropriate succession plans for Senior Management are in place, and shall review these regularly to ensure that they meet the Group's requirements.

            10. The Committee shall review and approve policies on any part time engagements outside the Group by the Senior Management.

              Directors of major subsidiaries within the Group and local or overseas subsidiary banks

            11. In relation to the major subsidiaries within the Group (as determined by the Board) and local or overseas subsidiary banks and subject to the provisions contained in the shareholders agreement (if any) governing any of the major subsidiaries, the Committee shall regularly review the appointment, removal and remuneration of directors of the boards of the major subsidiaries within the Group.

            12. Induction and Training

              1. The Committee is responsible for establishing an effective induction and training scheme for directors and members of Board Committees. This scheme shall include a comprehensive, formal and tailored induction for new directors and new members of Board Committees on their appointment.

              2. The Committee shall ensure that all directors and members of Board Committees participate in a program of continuous professional development to develop and refresh their knowledge and skills to help ensure their contribution to the Board and Board Committees remains informed and relevant. If necessary, the Committee shall obtain external expert advice on the development required for the directors and members of Board Committees.

              3. Both the induction and the ongoing development programmes shall be recommended in consultation with the Board and/or other Board Committees.

              4. The Board Secretary shall coordinate among secretaries of Board Committees who are responsible for the implementation of induction/training scheme, and the Group shall fund such programmes.

              5. Reporting Responsibilities

                1. The Committee shall report to the Board on the matters set out in this Mandate, regularly update the Board about the Committee's activities and consider other topics as defined by the Board.

                2. The Committee shall regularly communicate with other Board committees as appropriate.

                3. The Committee shall review any other reports submitted by the Group relating to the Committee's responsibilities.

              6. Composition
                1. Membership

                  1. All of the Committee members are non-executive directors. The Committee is chaired by the chairman of the Board and a majority of its members should be independent non-executive directors. If the Board seeks advice from the Committee, adviser(s) of the Board (if any) could act as the adviser(s) to the Committee.

                  2. Members of the Committee shall possess appropriate authority and necessary skills and experience and be prepared to determine and advise on complex human resources management and other related issues.

                  3. A quorum shall be three members.

                  4. Members of the Committee shall:

                    • regularly attend the meetings of the Committee and actively express their opinions on the matters discussed during the meeting; and

                    • keep abreast of the roles and responsibilities of the Committee as well as their responsibilities as members of the Committee and of the conduct, business activities and development of the Group.

                  3.2 Other attendees

                  3.2.1 Representative(s) of the Human Resources Department is(are) normally expected to attend meetings of the Committee to render assistance. If required, other members of the Management and representatives of external consultants are also expected to attend some or all or parts of the Committee meetings. All these

                BOC Hong Kong (Holdings) Ltd. published this content on 09 November 2017 and is solely responsible for the information contained herein.
                Distributed by Public, unedited and unaltered, on 09 November 2017 09:43:10 UTC.

                Original documenthttp://www.bochk.com/dam/bochk/an/2017/20171109b_en.pdf

                Public permalinkhttp://www.publicnow.com/view/54FEBC916919637DEC37DDA8EC782B7519D5578F