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The Board of Directors has established a number of committees including the Audit Committee, Risk Management Committee, Nomination Committee and Remuneration Committee as the Bank's top level corporate governance structure. In addition, there are a number of committees set up by the Chief Executive 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.

 
  Audit Committee
The Audit Committee comprises two Independent Non-executive Directors, namely Mr Aloysius H Y Tse (Chairman), Mr Chim Wai Kin, and a Non-executive Director Mr Soon Tit Koon.

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.


Terms of Reference of Audit Committee
 
 

Risk Management Committee
The Risk Management Committee comprises two Independent Non-executive Director, namely Mr Chim Wai Kin (Chairman), Mr Aloysius H Y Tse, and a Non-executive Director Mr Soon Tit Koon.

The Committee’s key role is to oversee the risk management function of the Group including review, advise and recommend for the Board’s approval the overall risk appetite, risk tolerance and risk management strategy of the Group.

Terms of Reference of Risk Management Committee

 
 

Nomination Committee
The Nomination Committee comprises two Independent Non-executive Directors, namely Mr Ooi Sang Kuang (Chairman) and Mr Aloysius H Y Tse, and a Non-executive Director Mr Samuel Tsien. The Nomination Committee is responsible for reviewing and recommending to the Board appointment of all new Directors, Chairman, Chief Executive, Deputy Chief Executive and any other officer as determined by the Board from time to time.

Terms of Reference of Nomination Committee

 
 

Remuneration Committee
The Remuneration Committee comprises two Independent Non-executive Directors namely Mr Ooi Sang Kuang (Chairman) and Mr Aloysius H Y Tse,and a Non-executive Director Mr Samuel Tsien.

The Remuneration Committee is delegated with the authority and duties which include, amongst others, making recommendations to the Board on the Bank’s remuneration system, policies, structure and practices. In determining the bank-wide remuneration policy, the Remuneration Committee will take into account the Group’s business objective, people strategy, short-term and long-term performance, business and economic conditions, market practices and risk management needs, in order to ensure the remuneration aligns with business line and individual performances, promotes effective risk management, facilitates retention of quality personnel and is competitive in the market. For top-level business line, performance criteria and metrics taken into consideration include key financial indicators such as pre-tax earnings, loan growth, return on average shareholders’ funds, impaired loans ratio and etc. The remuneration policy is applicable to all staff of the Bank and its subsidiaries, i.e. Macau and Mainland China. It makes recommendations to the Board in respect of the remuneration packages of the Bank’s Executive Directors, senior management and key personnel.

Terms of Reference of Remuneration Committee

 
 

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 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, Deputy Chief Executive, Chief Risk Officer , Chief Credit Officer and head of Corporate Banking Division.

 
 

Management Committee
The Management Committee meets regularly to manage the affairs of the Group encompassing all aspects including business, operational, legal, compliance, strategy and planning. The Committee comprises the Chief Executive, Group Executive, Chief Financial Officer, Chief Risk Officer, Chief Risk Officer (North Asia), Chief Information Officer, Chief Operations Officer, heads of Retail Banking Division, Corporate Banking Division , Treasury Division and Macau Division.

 
 

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 Executive, Chief Financial Officer, Chief Risk Officer, Chief Risk Officer (North Asia), heads of Treasury Division, Retail Banking Division and Corporate Banking Division.

 
 

Policies and Procedures
Board Diversity Policy
A Brief Summary of the Risk Appetite Statement of OCBC Wing Hang Bank Group

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