Wing Hang Bank

The Board of Directors has established a number of committees including the Executive Committee, Audit Committee, Director Nomination Committee and Remuneration Committee as the Bank's top level corporate governance structure. The Executive Committee in turn established a number of committees to manage the day to day operations of the Bank, such as the Management Committee, Credit Committee and Asset and Liability Management Committee. All Committees have specific terms of reference to ensure the Committees can discharge their functions properly and to report back to the Board when appropriate, their decisions and recommendations.

The Bank has formalised the functions reserved for the Board and those delegated to management. These arrangements are reviewed on a periodic basis to ensure they remain appropriate to the needs of the Bank.

Executive Committee
The Executive Committee meets regularly to review the management and performance of the Group. The Committee comprises the Chief Executive and two Executive Directors.

Under a resolution of the Board the Executive Committee was granted such powers and authorities necessary for conducting and managing the Group's normal banking and related business activities and specifically, but not limited to:

	conduct normal banking and related business
	review and approve human resources matters such as salary adjustments and changes in compensation packages of general staff of the Bank
	review and approve administrative matters such as capital expenditure and new business line
	review and approve financial matters such as investments, annual profit plan, issuance of capital and convertible debt securities
	review all legal matters such as appointment and delegation of power to selected bank staff
	recommend major capital expenditure, investments and other matters for Board approval

Credit Committee
The Credit Committee is responsible for assisting the Board to formulate, approve and implement loan policies, guidelines and credit practices of the Group. It is also responsible for the implementation and maintenance of the Group’s credit risk management framework. It also participates in evaluating large credit applications and making credit decisions. The Committee comprises the Chief Executive, Group Executives, and Heads of Risk Management Division and Credit Administration Division.

Management Committee
The Management Committee meets regularly to manage the affairs of the Group encompassing all aspects including business, operational, strategy and planning. The Committee comprises the Chief Executive, Group Executives, Chief Financial Officer, Head of Retail Banking Division, Chief Information Officer and Chief Operations Officer.

Asset and Liability Management Committee
The Asset and Liability Management Committee is responsible for the implementation and maintenance of the overall risk management framework relating to balance sheet structure, market risk, trading, funding and liquidity risk management of the Group. It recommends policy and guidelines to the Board for approval. The Committee comprises the Chief Executive, Group Executives, Chief Financial Officer, and Heads of Treasury Division, Retail Banking Division, Risk Management Division and Financial Markets Division.

Audit Committee
The Audit Committee of the Bank was formed in 1992 and consists of three Independent Non-executive Directors namely Dr Cheng Hon Kwan as Chairman, Mr Christopher Robert Sturdy and Mr Aloysius H Y Tse.

The Audit Committee meets regularly with an Executive Director, Chief Financial Officer, Chief Internal Auditor and the external auditors to review and discuss the financial performance of the Group, consider the nature and scope of audit and the effectiveness of the systems of internal control, risk management and compliance. The Committee also discusses matters raised by internal auditors, external auditors and the regulators and ensures that all audit recommendations are implemented.

In respect of internal control and risk management, the Committee reviews, discusses and approves the annual internal audit plan which is developed based on thorough risk assessments of the Group's business activities. The audit scope of the external auditors is also reviewed. The Committee receives regular reports from internal auditors and Head of Risk Management Division on matters relating to the Group's internal control and risk management systems. Recommendations raised by the regulators and external auditors are also discussed and reviewed for remedial actions.

Term of Reference

Director Nomination Committee
The Director Nomination Committee was formed in December 2002 and consists of two Independent Non-executive Directors namely Dr Cheng Hon Kwan and Mr Ambrose H C Lau. The Director Nomination Committee is responsible for reviewing and recommending to the Board appointment of all new Directors, Chief Executive, Deputy Chief Executive and Group Executives.

Term of Reference

Remuneration Committee
The Remuneration Committee was formed in 1995 with specific written terms of reference. The Committee consists of two Independent Non-executive Directors namely Dr Cheng Hon Kwan and Mr Ambrose H C Lau. The Committee meets once a year to make recommendations to the Board on the Bank's policy and structure for remuneration of all the Directors and Senior Management of the Bank. The Bank's emolument policy aims to ensure that the level of remuneration is sufficient and market competitive. The Committee reviews and approves performance-based remuneration of Directors and Senior Management of the Bank by reference to corporate goals and objectives set by the Board from time to time. In addition, senior executive compensation packages and long term incentive schemes of peer banks are also taken into consideration.

The Remuneration Committee has access to professional advice if considered necessary and is provided with sufficient resources to discharge its duties.

Term of Reference

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