Hang Seng is committed to high standards of corporate governance -
We follow the corporate governance requirements of various codes and
modules issued by regulatory bodies such as the Hong Kong Monetary
Authority, The Securities and Futures Commission and The Stock Exchange
of Hong Kong Limited. More details can be found in the 'Corporate
Governance and Other Information' section of our 2007 Annual Report.
Board of Directors
As at 3 March 2008, our Board consisted of three executive Directors
and 13 non-executive Directors. Of the 13 non-executive Directors,
nine are independent non-executive Directors. The Board held seven
meetings in 2007.
All Directors enjoy full and timely access to all relevant information
about our operations. Each Director also has individual access to
our senior management. In addition, there are established procedures
for Directors to seek independent professional advice on matters relating
to Hang Seng, with all costs borne by the Bank.
The role of Chairman of the Board, who is an independent non-executive
Director, and Chief Executive of the Bank are segregated with a clear
division of responsibilities. While the Board of Directors is led
by the Chairman, the Chief Executive exercises all the powers, authorities
and discretions of the Executive Committee as may be delegated to
him in respect of Hang Seng and its subsidiaries.
The Board has established three committees: the Executive Committee,
the Audit Committee and the Remuneration Committee, each of which
has specific terms of reference that clearly set out their authority
and duties.
Our key business values include a solid commitment to truthful and
fair business dealings, to acting with due skill, care and diligence
in the conduct of our business, and to ensuring that our staff comply
with both the letter and the spirit of all relevant rules, regulations,
guidelines and codes of conduct.
Code of Conduct
All staff are required to strictly adhere to the Code of Conduct contained
in our Staff Handbook. Following regulatory guidelines and industry
best practice, the Code sets out the ethical standards and values
that all staff must adopt. Topics include the use of information,
insider dealing and personal investment dealing, personal benefits,
outside directorship/employment and anti-discrimination policies.
All staff are required to sign a declaration on an annual basis to
certify their strict compliance with the Code.
Staff Awareness
The most effective way of ensuring legal and regulatory compliance,
as well as guarding against illegal activities such as fraud and money
laundering, is to maintain a high level of staff awareness through
training. To this end, various compliance training programmes are
provided to staff, including but not limited to equal opportunities,
data privacy, office health and safety, anti-money laundering and
code of banking practice.
Insider Information
We have comprehensive systems and procedures in place to keep information
confidential and manage potential or actual conflicts of interest.
Stringent internal structures operate to prevent the misuse of insider
information. Staff working in sensitive or high-risk areas are required
to undergo additional job-specific training.
Whistle-blowing
We encourage the reporting of suspected internal business irregularities
and provide clear channels specifically for this purpose.
Anti-money Laundering
It is our policy to comply with high standards of anti-money laundering
and counter-terrorist financing practices in the jurisdictions in
which we operate.
We comply with both the specific provisions and the spirit of all
relevant laws and regulations. In any jurisdiction where local requirements
are set at a lower standard than those established by our Group, our
higher standards will apply where these do not contravene or conflict
with local requirements.
The effectiveness of our risk management policies and strategies is
a central factor in our success. As part of the financial services
industry, we are exposed to several types of risk, the most important
of which are credit, liquidity, market, insurance underwriting, operational
and reputational risks.
We have established systems to identify and analyse risks and to set
appropriate risk limits to control this broad spectrum of risks. Risk
management policies and major control limits are approved by the Board
of Directors. Business and functional units are responsible for the
assessment of individual types of risk arising under their areas of
responsibility, the management of these risks in accordance with the
relevant procedures and reporting on risk management. The relevant
risk management reports are submitted to the Executive Committee,
Audit Committee, Asset and Liability Management Committee, and subsequently
to the Board for monitoring the respective types of risk. (More details
on our management of risk can be found in the 'Corporate Governance
and Other Information', 'Financial Review' and 'Financial Statement'
sections of our 2007 Annual Report.)
We have an Investment Products Oversight Committee to oversee the
sale and distribution of investment products to our retail customers,
approve new products and review customer complaints with the aim of
mitigating investment-related potential reputational risks.
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