BOC Hong Kong Holdings Ltd

Lobbying Governance

AI Extracted Evidence Snippet Source

In 2019, we established a comprehensive and rigorous three-tier sustainability governance structure, including a Sustainability Committee at the board level and a Sustainability Executive Committee at management level, to advance various sustainability measures. The Board has positioned sustainability at the centre of our corporate culture. Based on regular reporting from the Sustainability Committee, the Board provides advice and suggestions to the Sustainability Committee and leads and supervises the implementation of the Group's sustainable development strategies, objectives and policies. In addition, the Board oversees the management of the Group's sustainability-related risks through its Risk Committee. (Please see Section "3.2 Sound Risk Control" for details). [...] The Sustainability Committee is a standing committee under the Board that was established in December 2019. As of 31 December 2024, the Committee had eight members, including seven INEDs and one Executive Director/Chief Executive. In order to comprehensively improve the Group's sustainability performance, the Committee is responsible for overseeing the Group's strategies and policies on sustainability and corporate culture and closely monitoring market developments to make timely adjustments in related strategies and polices. The Committee also oversees the implementation of the Group's sustainability strategies and policies and monitors progress towards targets. [...] The Chief Executive of the Company chairs the Executive Committee. Members include the Senior Management and General Managers of relevant departments. The Executive Committee is responsible for promoting and implementing matters such as: - Sustainability-related work (including but not limited to the Group's strategic goals, sustainable finance businesses, operations, risk management and appraisal mechanism, etc.) - Corporate culture development - Coordination to protect consumer rights [...] The cross-departmental Working Group comprises members from key departments. The Working Group is responsible for the coordination, organization and implementation of sustainability work to ensure it is integrated into the Company's business and day-to-day operations. In 2024, the Working Group held two meetings, primarily focusing on the following topics: the project progress of carbon emissions in investment and financing activities, compilation and implementation plan for the BOCHK Green and Sustainable Finance Taxonomy, the progress of BOCHK's green operation implementations and suggestion on external disclosure, progress of BOCHK's sustainability-related disclosure, and regulatory developments in climate risk management. To better implement the three-tier sustainability governance structure and to enhance the efficiency of sustainability-related work at the working level, we formulated the BOCHK Sustainability Strategy Working Group Guidelines in 2024, which aims to standardize and implement the work of the Working Group in an orderly manner, and to further clarify the functions and operation methods of the Working Group. The Working Group is responsible for organizing the strategic planning and work implementations for the Group's sustainable development, while tracking the latest market trends and regulatory requirements, and coordinating cross-departmental sustainability activities.

https://www.bochk.com/dam/bochk/desktop/top/aboutus/esg/report/SustainabilityReport2024_en.pdf

Strengthening corporate governance and optimizing the top-level design of structure. 2022 marked the second year of BOCHK's five-year sustainability plan. Under the oversight and drive of the Board's sub-committee, being the Sustainability Committee, key tasks were assigned to each relevant department and business unit, and the fulfilment of responsibilities were ensured through internal monitoring and assessment mechanism. During 2022, BOCHK further strengthen the "Sustainability Committee – Sustainability Executive Committee – Sustainability Strategy Working Group" three-tier governance structure foundation, by expanding the co-chairs of the Sustainability Strategy Working Group to three members of senior management, being the Chief Risk Officer, the Chief Financial Officer and the Deputy Chief Executive overseeing corporate banking. We also expanded the Secretaries of the Sustainability Executive Committee to a dual-secretariats mechanism, where both Economics & Strategic Planning Department and the Risk Management Department served as secretaries, improving the synergies of internal resources to better implement the measures. [...] To strengthen our governance over sustainability related matters, we established a comprehensive and rigorous three-tier sustainability governance structure in 2019, including establishment of a Sustainability Committee at the Board level and a Sustainability Executive Committee at the management level to further advance the implementation of various sustainability measures. The Board, with the assistance of the Sustainability Committee, oversees the Group's sustainability strategies, goals, priorities of material ESG issues and implementation of the relevant initiatives. The Board also oversees the management of the Group's sustainability-related risks through its Risk Committee [...] The Committee is a standing committee of the Board and was established in December 2019. As of 31 December 2022, the Committee comprises of eight members, including seven independent non-executive directors, and the Executive Director and Chief Executive. To enhance the Group's overall sustainability performance, the Committee is responsible for overseeing the Group's strategies and policies regarding sustainability and corporate culture. The Committee also oversees the implementation of the Group's sustainability strategies, policies and the progress towards achieving its targets. [...] Two Committee meetings were held in 2022. The Committee discussed several sustainability-related issues, key topics include: oversight of the implementation of the Group's sustainability strategies, review of sustainability related reports, including the "Report on Bank Culture Building", review of the "Carbon Neutral" Targets and Implementation Roadmap of BOCHK Business Operations, receipt of and discussion on the progress reports on carbon emissions calculation in financed activities, low-carbon transition of retail banking customers and branches, and climate related and ESG risk management of the Group.

https://www.bochk.com/dam/bochk/desktop/top/aboutus/esg/report/SustainabilityReport2022_en.pdf

This Report has been published on the websites of HKEX and BOCHK after being reviewed by the Sustainability Executive Committee of the Management Committee of the Group, and after being approved by the Sustainability Committee under the Board and the Board of the Group. [...] We welcome your comments and recommendations regarding our Report and other sustainability-related matters. Please fill in the online feedback form or contact us through the following email addresses: Sustainability Strategy Team (email: bochk_esg@bochk.com) Investor Relations Division (email: investor_relations@bochk.com)

https://www.bochk.com/dam/esg/download/SD/SustainabilityReport2023_en.pdf

Promoting green governance in line with sustainable development. With the fundamental principle of promoting green development of our own activities, the economy and society, we continue to optimise the Group's governance system and modernise governance capabilities. In 2019, we established a three-tier sustainability governance structure, and established the Sustainability Committee and the Sustainability Executive Committee at the Board level and Management level, respectively, to implement specific tasks related to green development. [...] Establishing a climate risk analysis framework and integrating it into the overall risk management system. We incorporated sustainability as one of the Group's major risk management principles, and integrated climate risk management into the overall risk management system. The Risk Committee, which reports to the Board, oversees the Group's risk management in relation to green and sustainable development. By identifying, assessing, monitoring, reporting and managing climate-related risks on a scientific and systematic basis, we continuously enhance our climate risk management to ensure that climate risk is consistent with overall goals and within risk tolerance levels. The Risk Committee and Sustainability Committee work co-ordinately to lead the Group's climate related development. [...] Robust governance in managing climate related opportunities and risks provides a solid foundation and gives direction for our sustainable growth. In recent years, stakeholders, including investors, have become increasingly concerned about the role of the Board and management of the Group in overseeing and managing climate related issues. We have therefore established a comprehensive framework in response to climate change. For climate-related opportunities, the three-tier sustainability governance structure (Board level, Management level and Working level) ensures across-the-board implementation of sustainability goals and actions, and effective communication throughout the Group. Regarding climate related risks, the Risk Committee has full leadership and oversight over the integration of climate risks into the Group's "Three Lines of Defence", ensuring that climate risks are systematically identified, analysed, and managed in the Group's governance and strategy execution. [...] In managing climate-related opportunities, the Group has elevated sustainability to a long-term strategy. Over the past decade, the Group has established and continuously enhanced our governance structure to promote and implement all aspects of sustainability in a comprehensive and coordinated manner across the Bank. In managing climate-related risks, we have holistically incorporated climate risk into the Group's comprehensive risk management system, with the Risk Committee overseeing climate risk-related management initiatives. The Board places high importance on sustainability and climate-related opportunity and risk management. The Board, with the support of the Risk Committee and Sustainability Committee, establishes strategies and guidelines for managing issues related to climate change, reviews and approves the Group's sustainability objectives and related risks, with particular focus on the climate risk management objectives, and oversees the Group's sustainability performance and progress. [...] Sustainability Committee: The Sustainability Committee, established at the Board level of BOCHK, is comprised of 8 members, including 7 independent non-executive directors, as well as the Executive Director and Chief Executive as at end 2022. The Sustainability Committee is responsible for achieving the Group's sustainability-related goals by overseeing the management of the Group's climate related opportunities, governing the strategies, policies, and implementation related to sustainability and corporate culture, monitoring climate change issues, optimising the standard and quality of climate-related disclosures, and enhancing the Group's sustainability performance. The Sustainability Committee, supported by numerous working sessions with the secretariat, held two meetings in 2022. In the meetings, the Sustainability Committee oversaw and thoroughly discussed progress on the following key climate related issues and made relevant decisions to proceed with the sustainability strategy and climate-risk related work: Our Board members possess a diverse range of knowledge, experience, and skills, including corporate strategy, banking operations, corporate governance, finance, risk management, and compliance. Such expertise enables them to effectively exercise their governance responsibilities as well as provide robust oversight of and constructive opinion on climate related issues. Board and committee members keep up-to-date with knowledge on sustainability management, strategy, risk management and disclosure. Meanwhile, we also collaborate with professional bodies, actively monitoring the governance and disclosures of climate risks in the banking industry as well as the latest developments and implementation trends in relevant rules and regulations, in order to support the Board in effectively fulfilling its oversight and management responsibilities on sustainability-related issues (including climate risks and opportunities). [...] Risk Committee: The Risk Committee, established at the Board level of BOCHK, consists of 5 members as at end 2022, and all of them are independent non-executive directors. The primary responsibility of the Risk Committee is to provide comprehensive oversight and monitoring of the Group's risk exposures. By establishing the Group's risk appetite and risk management strategy, the Risk Committee determines the Group's risk portfolio. In addition, it also identifies, assesses and manages the significant risks posed to the Group, as well as reviews and evaluates risk management policies of the Group. In the current risk management framework of the Group, the management of climate-related risks is fully integrated and incorporated throughout all systems and all lines of defence. As a committee of the Board, the Risk Committee fully monitors the Group's sustainability-related risk management, particularly in its resilience to climate risks. [...] The Sustainability Committee reports regularly to the Board on the Group's progress on material climate and sustainability related issues to ensure that the Board is aware of relevant issues that may have a material impact on the Group, as well as assisting the Board in making decisions on sustainability and climate-related opportunities and risks. The Risk Management Department and the Economics & Strategic Planning Department serve as secretariats to the Risk Committee and the Sustainability Committee respectively and attend committee meetings. Other departments may attend as required to provide relevant supplementary information in a timely manner. Other members of management and representatives of external advisors may attend some or all of the committee meetings as needed to assist the committees in the effective discussion and management of relevant issues. All attending members of management will also provide full support to the committees as requested. [...] At the management level, we established the Sustainability Executive Committee (the "Executive Committee"), which is authorised by the Management Committee to implement the Group's sustainability strategy in a holistic manner, to approve the implementation of sustainability policies (strategic objectives, financial operations, risk management, operations, and other key principles), and to escalate key issues to the Board on a regular basis. The Executive Committee is chaired by the Chief Executive of BOCHK. It currently consists of Senior Members from Senior Management and General Managers of 12 key departments. The Executive Committee aims to fully integrate sustainability and climate-related opportunities and risk management into all aspects of the Group's operations. The Economics & Strategic Planning Department and the Risk Management Department act as joint secretaries of the Executive Committee and share the responsibilities of the Secretariats, in a bid to strengthen the coordination of cross-departmental sustainability-related work: The Executive Committee held two sustainability-related meetings in 2022. In the meetings, the Executive Committee discussed and examined progress on the following key issues and made decisions to further advance the implementation of sustainability and climate risk-related work: Meeting Date Meeting Agenda - Reviewed and approved BOC Hong Kong (Holdings) Limited's 2021 Sustainability Report and material issues (Addressing Climate Risks being one of the material issues) 15[th] March 2022 - Discussed on the restructuring of the Sustainability Strategy Working Group and Executive Committee and Sustainability Strategy Working Group Secretariats - Discussed peer practices and proposed strategies to manage greenwashing risk - Discussed the progress report on key sustainability work of 2022, reviewed and approved the annual review of targets - Reviewed the progress report on BOCHK's climate and ESG risk management work 28[th] September 2022 - Reviewed the "Carbon Neutral" Targets and Implementation Roadmap of BOCHK Business Operations - Reviewed reports on promoting low-carbon transition for our branches and customers - Reviewed the progress report on the calculation of BOCHK's financed emissions After thorough consideration and decision making on the above issues, the Executive Committee performs its duties by closely monitoring the progress of implementation, escalating key issues to the Board and its committees, and assisting the Board in formulating their decisions. In 2022, departments within the Group also reported to the Management Committee on key issues related to climate risks and opportunities, including BOCHK's latest implementation status of the HKMA's SPM module GS-1 "Climate Risk Management", as well as key sustainability related work progress in 2022. [...] The Sustainability Strategy Working Group (the "Working Group") is composed of various departments and is primarily responsible for organising, coordinating, and implementing the Group's sustainability related business activities, as well as supporting the Sustainability Committee and Sustainability Executive Committee in implementing climate related work. Base on the 2021-2025 Sustainability Plan, the Working Group sets out the key tasks and objectives every year and coordinates the strategic planning and implementation of the Bank's sustainable development among different aspects including sustainable finance, risk management, green operations, culture building, talent cultivation, and information disclosures. In terms of working mechanism, the Working Group has also optimised its management structure, with the Chief Risk Officer, the Chief Financial Officer, and the Deputy Chief Executive (Corporate Banking) jointly serve as the co-heads of the Working Group, while the Economics & Strategic Planning Department and the Risk Management Department share the responsibilities as Working Group Secretariat. The Working Group holds meetings on a quarterly basis to report on the progress of its work to the Co-Heads to ensure close cross-departmental cooperation and the orderly implementation of all related tasks. In addition to the Working Group, our Corporate Social Responsibility (CSR) Office and dedicated professional staff are responsible for the follow-up and implementation of sustainability-related matters, including participating in ESG ratings by international and local rating agencies, responding to enquiries and questionnaires from investors and stakeholders on the Group's ESG and sustainability-related issues, as well as carrying out philanthropic and social responsibility related initiatives. [...] To facilitate the implementation of the Group's sustainability and climate risk-related strategies, the Group and Senior Management have introduced climate and sustainability-related key performance indicators in the performance appraisal, including quantitative targets for green and sustainable finance activities, operational carbon neutrality targets, and qualitative indicators for sustainability and climate risk management key actions. The assessment weighting of sustainability indicators in 2022 has also been increased compared to that in 2021. These qualitative and quantitative indicators are monitored by the Board and are reviewed on a regular basis. In addition, based on our functions and strategic positioning, we further differentiated and refined the aforementioned performance indicators at the departmental and subsidiary levels to ensure that the objects are communicated and effectively implemented. [...] To enhance the understanding of sustainability and climate change amongst members of the Board and management, the Group is committed to providing relevant trainings and materials to build capacity within the board-level committees, Executive Committee, and Working Group, so as to ensure that they are equipped with sufficient relevant expertise to lead all departments in driving BOCHK's sustainability and climate risk management process together. To provide the Board and Senior Management with the latest market trends and information on climate change and sustainability, we invited professional institutions to share with the Board, management from all key relevant departments and from Southeast Asian entities on areas such as the banking industry's governance on climate-related issues, its impact on credit ratings, and climate risk disclosure. At the same time, the presentation on TCFD recommendations and best practices by professional institutions helps the Board and Senior Management to have further understanding on international trends, leading to a more effective exercise of oversight and management responsibilities on sustainability and climate-related issues. In addition to receiving expert institutional training, members of the Board also participate in sustainability-related webinars to keep abreast of the latest environmental, social and governance trends and value creation opportunities in the banking industry. The Board Secretariat also provides the Board with reference materials related to climate risk and sustainability on a regular basis. All members of the Board participate in continuous professional development training (including, but not limited to sustainability) annually to enhance their knowledge and skills. During the year, the average number of training hours attended by Board members was approximately 20-30 hours. [...] In terms of working mechanism, the Working Group has also optimised its management structure, with the Chief Risk Officer, the Chief Financial Officer, and the Deputy Chief Executive (Corporate Banking) jointly serve as the co-heads of the Working Group, while the Economics & Strategic Planning Department and the Risk Management Department share the responsibilities as Working Group Secretariat. The Working Group holds meetings on a quarterly basis to report on the progress of its work to the Co-Heads to ensure close cross-departmental cooperation and the orderly implementation of all related tasks. In addition to the Working Group, our Corporate Social Responsibility (CSR) Office and dedicated professional staff are responsible for the follow-up and implementation of sustainability-related matters, including participating in ESG ratings by international and local rating agencies, responding to enquiries and questionnaires from investors and stakeholders on the Group's ESG and sustainability-related issues, as well as carrying out philanthropic and social responsibility related initiatives.

https://www.bochk.com/dam/bochk/desktop/top/aboutus/esg/report/tcfd_report_en.pdf

**6.** **Management Structure and Roles and Responsibilities**

**6.1** **The Board and Sustainability Committee ("SC")**

The Board's sub-committee, the Sustainability Committee, is responsible to assist the Board in oversight of sustainability-related matters:

➢ The SC is responsible for the attainment of our sustainability-related goals by overseeing the group-level strategies, policies and practices on (1) Sustainability and (2) Corporate culture matters.

➢ Roles and responsibilities of the Sustainability Committee are detailed in the Sustainability Committee Mandate.

**6.2** **Management and Sustainability Executive Committee ("SEC")**

The Management's sub-committee, the Sustainability Executive Committee, is responsible to assist the Management in the implementation of sustainability-related matters:

➢ The SEC is responsible for the promotion and implementation of the Group's (1) Sustainability matters;(2) Charity-related matters;(3) Corporate culture matters;and (4) Protection of consumer rights responsibility.

➢ Roles and responsibilities of the Sustainability Executive Committee are detailed in the Sustainability Executive Committee Mandate.

**6.3 Secretariat of Sustainability Committee**

Main responsibilities include:

➢ Organise, administer and coordinate the daily operation of the SC

➢ Review the material to be presented to the SC

➢ Reporting on the work of the SC to the Board under the authorisation of the Chairman of the SC.

**6.4 Secretariat of Sustainability Executive Committee**

Main responsibilities include:

➢ Perform administrative duties, including meeting arrangements, preparation of meeting materials, coordination, minutes taking and other related matters

➢ Monitor and assess the formulation of sustainability-related policies and plans

➢ Monitor and assess the implementation as well as effectiveness of various measures, and provide timely progress reports to the Sustainability Executive Committee.

https://www.bochk.com/dam/bochk/desktop/top/aboutus/esg/policy/Sustainability_Policy_E.pdf