Board Committees – Hang Seng Bank

Directors and Organisation

Board Committees

The Board has set up five committees, namely, Executive Committee, Audit Committee, Risk Committee, Remuneration Committee and Nomination Committee.

Executive Committee

The Executive Committee meets regularly and operates as a general management committee under the direct authority of the Board.

Composition

Chairman:

Ms Louisa Cheang (Vice-Chairman and Chief Executive)

Members:

Mrs Eunice Chan (Chief Operating Officer)
Ms Ivy S P Chan (Chief Risk Officer)
Mr Walter S W Cheung (Head of Communications and Corporate Sustainability)
Ms Liz T L Chow (Head of Global Markets)
Ms Margaret W H Kwan (Executive Director and Head of Retail Banking and Wealth Management)
Mr Donald Y S Lam (Head of Commercial Banking)
Mr Gilbert M L Lee (Head of Strategy & Planning and Chief of Staff to CE)
Mr Sai Kit Lee (Head of Financial Crime Compliance)
Mr Andrew W L Leung (Chief Financial Officer)
Mr Godwin C C Li (Company Secretary and General Counsel)

Mr Ryan Y S Song (Vice-Chairman and Chief Executive of Hang Seng Bank (China) Limited)
Ms Elaine Y N Wang (Head of Human Resources)
Ms Daphne W K Wat (Head of Global Banking)
Ms Katie K C Yip (Head of Regulatory Compliance)

Audit Committee

The Audit Committee is responsible for non-executive oversight of and advice to the Board on matters relating to financial reporting.

Composition

Chairman:

Dr Eric K C Li

Members:

Ms Lai Yuen Chiang

Ms Irene Y L Lee

The Chairman and all members of the Committee are Independent Non-executive Directors of the Bank.

Terms of Reference

Risk Committee

The Risk Committee is responsible for advising the Board on high-level risk related matters and risk governance and for non-executive oversight of risk management, compliance and internal controls (other than over financial reporting).

Composition

Chairman:

Ms Irene Y L Lee

Members:

Dr Eric K C Li

Mr Michael W K Wu

The Chairman and all members of the Committee are Independent Non-executive Directors of the Bank.

Terms of Reference

Remuneration Committee

The Remuneration Committee meets regularly to consider human resources issues and to make recommendations to the Board on, among others, the Bank's policy and structure for all remuneration of Directors, senior management and key personnel in order to attract, motivate and retain them. The Committee reviews annually and independently of the Management, the adequacy and effectiveness of the Bank's remuneration policy and its implementation to ensure that the Bank's remuneration policy is consistent with regulatory requirements and promote effective risk management.

Composition
Chairman:	Dr John C C Chan
Members:	Ms Lai Yuen Chiang Dr Raymond K F Ch'ien

The Chairman and all members of the Committee are Independent Non-executive Directors of the Bank.

Terms of Reference

Nomination Committee

The Nomination Committee meets regularly with primary objective to lead the process for Board appointments, and to identify and nominate candidates for appointment to the Board, for the approval of the Board.

Composition
Chairman:	Dr Raymond K F Ch’ien
Members:	Dr John C C Chan Ms Louisa Cheang Mr Peter T S Wong Mr Michael W K Wu

The majority of the members of the Committee are Independent Non-executive Directors of the Bank.

Terms of Reference

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