ICBC highly values corporate governance as sound corporate governance is key to steady operation of commercial banks. Since the 18th National Congress of the CPC, by summarizing and analyzing previous practical experience, ICBC has continued to regard corporate governance improvement as the foundation of core competitiveness enhancement. By focusing on the target of sustainable growth and value creation for customers and shareholders, and leveraging Party building and corporate governance, ICBC has continued to improve modern corporate governance framework and promote Group-wide corporate governance and risk management. It has explored an effective corporate governance model for large state-owned commercial banks in China. Over the past five years since the 18th CPC National Congress, ICBC has not only remained as the public company in the A-share market with the highest annual total cash dividends, but also won several prizes in corporate governance from around the world, which reflected its strong corporate governance.

In terms of corporate governance framework and mechanism, over the past five years, ICBC has continued to improve its governance framework comprising the Shareholders’ General Meeting, the Board of Directors, the Board of Supervisors and the Senior Management featuring clearly-defined responsibilities, coordination and balance. It constituted and amended the Articles of Association of the Bank, authorization plans and other important basic governance systems, clarified responsibilities and power of various governance bodies, and established a corporate governance operation mechanism with scientific decision-making process, effective supervision and steady operation. On the basis of identifying division of responsibilities and enhancing authorization management, the Board of Directors fulfilled its functions in strategic decision-making and supervision; the Board of Supervisors practiced the supervision responsibility on financial and risk management, internal control and performance of directors and senior management members; the Management implemented decisions of the Board of Directors and drove execution of the reform and development strategies. ICBC has recently incorporated requirements for Party building work into the Articles of Association of the Bank to institutionalize the important position and responsibilities of Party organization (Party Committee) in corporate governance and integrate Party organization (Party Committee) into the existing governance framework and mechanism. The governance system consists of the Party Committee, the Shareholders’ General Meeting, the Board of Directors, the Board of Supervisors and the Senior Management.

Regarding building of the Board of Directors and study for development strategies, ICBC attempted to establish a director recommendation and nomination system and a director orientation training mechanism, enhanced building of independent directors, optimized the selection mechanism and appointment of high-quality directors, which realized diversification in source and background of directors, improved independence and expertise of the Board of Directors and laid organizational foundation for operation and decision-making of the Board of Directors. The Bank also holds special strategy seminars and meetings of the Board of Directors annually to study and identify its development strategies and plans, boosting integrated, internationalized and information-based strategies to transform development model and optimize operation structure.

In building corporate governance culture, ICBC has encouraged directors to independently voice professional opinions at the Board of Directors and formed the Board culture featuring harmony while respecting difference to ensure the scientific and effective decision-making of the Board. At the level of the Group, it advocates harmony, inclusiveness, prudence and progress as well as respect for diversity. It has strengthened communication, exchange and integration between the parent bank and subsidiaries, among different regions and different cultures to assume social responsibility and stage exchange platforms to promote cultural integration.

In risk management and internal control, ICBC has observed related regulatory rules and guides, referred to Basel II&III and followed the regulatory requirements for global systemically important banks to further enhance its enterprise risk management system and improve the Group’s risk management ability. It has made great efforts to enhance compliance management of the Group by following the compliance culture focusing on compliance, accountability, controllable risk, prudence and efficiency and constantly improved the audit and supervision capability.

According to an ICBC official, ICBC has always valued shareholders’ interest and social responsibility in its corporate governance. For instance, based on compulsory information disclosure, the Bank continued to boost voluntary information disclosure and expand the scope of disclosure. It also resorted to multiple channels such as performance promotion, roadshows, analyst meetings, investor relationship website and hot line to tighten investor communication, improve corporate transparency and ensure shareholders’ right to know. ICBC highly emphasized management of related-party transactions to minimize damage to interests of minority shareholders. Since listed at A-share and H-share markets in 2006, ICBC maintained steady cash dividend and created around RMB 730 billion cash dividends for ordinary shareholders, with dividend payout ratio above 30%. It created sustainable investment return for shareholders. In social responsibility, ICBC safeguarded the three bottom lines of economy, environment and society and made efforts to build up a social responsibility system in the six dimensions of Value Creator, Green Bank, Charity Bank, Harmonious Bank, Creditworthy Bank and Brand Builder to fulfill due social responsibilities as a large state-owned bank.