Industrial & Commercial Bank of China Ltd

We have implemented a robust governance framework surrounding sustainability, including climate. The primary responsibility for risk management, legal and regulatory compliance and review and monitoring of sustainability-related opportunities resides with the Board. Through delegated authority from the Board, the Board Risk Management Committee (BRMC) and Board Audit Committee (BAC) provide independent and objective oversight of risk management and compliance. Please see appendix for a breakdown of our governance committees. [...] The sustainability steering committee is comprised of accountable executives across business units to ensure integrated oversight is achieved. Below is a table illustrating how sustainability is managed through these executives. [...] Chief Compliance Office ICBCS Board through strategy and Controls and processes governance [...] Head of Client Monitoring Unit ICBCS Board through strategy and Client and supplier on-boarding governance and monitoring

**Governance Body** ICBC NZ Banking Group consists of two entities in New Zealand: ICBC NZ, a locally incorporated company, and ICBC Auckland Branch, operating as a registered branch of ICBC, the world's largest bank by asset size. The responsibility for overseeing climate-related risks and opportunities at ICBC NZ Banking Group lies with the Board of Directors of ICBC NZ, and Chief Executive Officer (CEO) of ICBC Auckland Branch. The ICBC NZ Board is supported by two sub-committees in overseeing climate-related risks and opportunities: the Board Risk Committee, and the Board Audit Committee, while for the ICBC Auckland Branch the CEO is supported by the Executive Team, with the assistance from the Risk Management Committee (RMC). ICBC Auckland Branch CEO is also a member of ICBC NZ Board. **Process** The ICBC NZ Board and the ICBC Auckland Branch CEO have been informed about climate-related risks and opportunities through various reports, both routine and ad-hoc, from management. Different teams contribute to climate reporting, including Finance and Risk. The ICBC NZ Board and the ICBC Auckland Branch CEO in 2023 engaged in discussions and workshops as key workstreams were developed for climate risk and opportunities Through these discussions, workshops, and regular ICBC NZ Board meetings, the ICBC NZ Board and the ICBC Auckland Branch CEO agreed metrics and targets for managing climate-related risks and opportunities. For subsequent years, the ICBC NZ Board and ICBC Auckland Branch CEO will monitor and oversee outcomes against these metrics and targets. **Oversight** The ICBC NZ Board and ICBC Auckland Branch CEO reviews the bank's strategy annually. Its medium term strategy, reviewed in 2023 did not identify climate change as a material risk for that year. During 2023 the ICBC NZ Board, together with the ICBC Auckland Branch CEO discussed the entities climate-related risks and opportunities and recommended their inclusion in the upcoming year's strategy. The ICBC NZ Banking Group strategy supports the ICBC Head Office's Strategic development plan to strengthen the building of a green finance system, striving for **Skills and Competencies** The ICBC NZ Board, ICBC Auckland Branch CEO, and Executive Team have been supported with material and training from external specialists, who possess extensive climate risk management expertise. This supports overseeing climate-related risks and opportunities. The Risk Management Committee, Board Risk Committee and Board Audit Committee, comprising senior managers from diverse backgrounds, actively support this initiative. **Management Responsibilities** Climate-related responsibilities were allocated to committees and senior managers by aligning existing mandates with the requirements of the climate-related disclosure regime. While the regime falls under the purview of the RMC, individual climate-related obligations have been provisionally assigned to senior managers and discussed within the committee. The RMC, composed of senior managers, plays a crucial role in assessing and managing climate-related risks and opportunities. During the reporting period, external consultants supported this committee's efforts. The banks management committee also plays a role in maintaining oversight of progress, supporting the allocation of responsibilities and reviewing resource allocation. **Process** The RMC is the principal management level committee responsible for material risks across ICBC NZ Banking Group. This includes climate-related risks, and related risks and opportunities. The RMC informs the bank's executives and engages with the Board via regular and ad-hoc reporting, at a minimum on a quarterly basis. The RMC is informed of climate risks through various reports, including but not limited to the Chief Risk Officer's report and in relation to regulations via a compliance report. It makes decisions on and monitors climate-related risks and opportunities during its monthly meetings. **Remuneration** During the reporting period, Executive Team members were not assigned specific individual performance-based metrics related to climate-related opportunities. However, they were held accountable for compliance with the ICBC Head Office's Green Credit Policy. This policy emphasises green development, active participation in international exchanges, cooperation in green financing, and a continuous increase in the proportion of green investment and financing. Failure to comply with this policy may result in deductions from performance evaluation scores.

The Bank strengthened the top-level design and strategic promotion of green finance. The Bank's green finance governance structure has been gradually improved, and the Board of Directors, the Board of Supervisors and the Senior Management have taken green finance as an important part of their duty performance, promoting the formation of a green finance promotion system throughout the Bank. The Bank formulated and issued the Development Strategic Plan for the "14th Five-Year Plan" Period, clearly proposed to serve as a leading bank in China to practice green development, and prudently promoted the work on carbon peak and carbon neutrality. It officially released the green financial brand "ICBC Green Bank +", demonstrating the role of ICBC as a big bank. [...] The Bank has continuously improved its green finance governance framework, optimized the role of the Green Finance (ESG and Sustainable Finance) Committee in coordination and organization, and strengthened the top-level design and strategic transmission. As a result, the work promotion and operational mechanisms have got increasingly developed, and the quality and efficiency of the development of green finance have continuously and steadily improved. [...] The Board of Directors of the Bank attaches great importance to the work on green finance. It is responsible for considering the Bank's policy objectives for fulfilling social responsibilities in respect of ESG and related matters, regularly reviewing proposals on corporate social responsibility (ESG) report, green finance implementation report and risk management report and strengthening the supervision and management of green finance and ESG matters. [...] The Strategy Committee of the Board of Directors and the meeting of the Board of Directors of the Bank reviewed and approved the Proposal on ICBC's Development and Strategic Plan during the 14th Five-Year Plan with a unanimous vote. The Board of Directors and Special Committees learned about the Bank's green finance development plan, innovative green financial products, and the promotion of green finance and ESG system building. [...] The Green Finance (ESG and Sustainable Finance) Committee held four special meetings during the reporting period. The first meeting: On June 17, 2022, the Committee reviewed the Green Guidelines for Investment and Financing of ICBC (Trial), summarized the recent progress of the Bank's asset end and its own work on "carbon peak and carbon neutrality", analyzed the situation and problems faced by the development of "carbon peak and carbon neutrality" of the Bank, and arranged next key tasks. The second meeting: On August 24, 2022, the Committee reviewed 2022 Interim Special Report on Corporate Social Responsibility (ESG and Sustainable Finance) of Industrial and Commercial Bank of China Limited, and arranged the key work on ESG and sustainable finance in the H2 of 2022. The third meeting: On October 27, 2022, the Committee reviewed the Report on Implementation of the Relevant Requirements of the Guidelines for Green Finance of the Banking and Insurance Industries Issued by China Banking and Insurance Regulatory Commission, heard the reports on the promotion of green finance of the Bank's two subsidiaries, ICBC Investment and ICBC-AXA, and arranged the key work to promote the high-quality development of green finance in the next step. The fourth meeting: On December 15, 2022, the Committee reviewed the Basic Provisions for Corporate Social Responsibility (ESG and Sustainable Finance) and the Management Measures for Information Disclosure of Social Responsibility (ESG and Sustainable Finance), and heard the report on the upgrading of the Bank's MSCI ESG rating. [...] The Bank has established a green finance work promotion mechanism under the overall leadership of the Board of Directors and Senior Management, led by the Credit and Investment Management Department, coordinated by other relevant departments, and implemented by domestic and overseas branches. [...] The Bank established the Green Finance Committee at the Management of the Head Office in 2020. In 2022, the Head Office set up the Green Finance (ESG and Sustainable Finance) Committee, issued the Working Regulations for the Green Finance (ESG and Sustainable Finance) Committee (Version 2022), added the functions of ESG and sustainable finance to the original Green Finance Committee, divided the relevant committee departments and set up two secretariats according to the functions of green finance, ESG and sustainable finance, and clarified the organization of the committee, job responsibilities and rules. The secretariat related to green finance functions is set up in the Credit and Investment Management Department, and the secretariat related to ESG and sustainable finance functions is set up in the Corporate Strategy and Investor Relations Department. The two secretariats are respectively responsible for the routine organization and coordination of the relevant functions of the Committee. [...] The Board of Supervisors continuously supervised the Board of Directors, relevant special committees, and Senior Management, as well as their members, over their duty performance in promoting green finance, helping achieve the goals of "carbon peak and carbon neutrality", improving ESG management, and strengthening climate risk management. [...] The Regulation on All Types of Risk Management (Version 2022) contains a chapter of "climate risk management", which defines the governance framework design of domestic climate risk management and the responsibilities of the Board of Directors, the Board of Supervisors, senior management, business departments, the risk management department and the internal audit department for climate risk management. [...] As the first line of defense for climate risk management, business departments are the main bearer of climate risk and assumes the primary responsibility for controlling such risk. Business departments are responsible for implementing the access standards for green financial business, and strengthening climate risk-related business management. [...] As the second line of defense for climate risk management, the risk management department shall formulate climate risk management policies, standards and requirements, and provide climate risk management methods, tools, processes, training and guidance for the first line of defense. The risk management department shall independently monitor, assess and report climate risk status and risk changes of the Group and business lines. The risk management department should introduce the one-vote veto power for green financial business and assess the effectiveness and appropriateness of climate risk management. [...] As the third line of defense for climate risk management, the internal audit department is responsible for auditing the implementation of climate risk governance, the performance of the Group's green financial business, and the effectiveness of green financial business management and process, so as to further the continuous improvement of the Group's green financial business management.