The Board plays a leadership role under prudent and effective controls framework. Committed to high standards of integrity and ethics, the Board has collective responsibilities for promoting the long-term business sustainability and creating sustainable value to stakeholders.

The Board’s responsibilities are set out in the schedule of key matters reserved within its terms of reference. It is adopted to provide a clear division of roles between the Board and the Senior Management. The key matters reserved for the Board’s consideration and decision, among other matters, are:

	strategic plans and objectives
	corporate culture, values and standards
	significant policies and plans and subsequent changes
	acquisitions, disposals and purchases above predetermined thresholds

	policies, practices and disclosure on corporate governance and remuneration
	environmental, social and governance ("ESG") / climate strategy, and relevant governance framework and climate-related risk strategies
	appointment and oversight of Senior Management, and succession plans for the Board and Senior Management

	risk appetite statement and profile update
	internal control and risk management
	whistleblowing policy and mechanism

	financial resource planning and performance targets
	capital plans and management
	annual and interim financial reporting
	effective audit functions

The Board’s powers are governed by relevant laws, regulations, supervisory standards and the Board’s terms of reference and the Bank’s Articles of Association, which are available on our website (www.hangseng.com/en-hk/about-us/corporate-governance/).

Chairman and Chief Executive

The roles of the Chairman and Chief Executive of the Bank are separate with a clear and well-established division of responsibilities. The Chairman of the Board, who is an Independent Non-executive Director ("INED") is responsible for the leadership and effective running of the Board. The Chairman ensures that the decisions of the Board are considered and taken on a sound basis and in the best interest of the Bank. The Chief Executive, who is an Executive Director ("ED"), is responsible for the day-to-day management of the Bank’s business and operations. Details of their respective roles are set out in the Board’s terms of reference available on our website (www.hangseng.com/en-hk/about-us/corporate-governance/).

The Bank’s Chairman, the Chief Executive and other Directors do not have any financial, business, family, material or other relevant relationships with each other.

Board Meeting Process

The Board meets about six times a year and at least once every quarter, exceeding the minimum number of board meeting required under the Corporate Governance Code. Additional ad hoc Board meetings or meetings of a Board committee established by the Board can be convened when necessary to discuss and approve specific matters. The Board Committees also met regularly during the year.

To allow Directors to plan their schedule ahead of time, board schedule and calendar for the regular Board and Board Committee meetings during the year are made available to all Directors before the end of the preceding year. To facilitate Directors’ participation and engagement, all the standing agenda for Board and Board Committee meetings are available to the Directors for advance review and comment before the end of the preceding year as well.

Notice of meeting will be given to all Directors at least 14 days before each regular Board and Board Committee meeting. Draft agenda for the Board and Board Committee meetings are circulated to all Directors at least 3 weeks before each meeting to provide an opportunity for the Directors to include any other matters in the agenda. Agenda and meeting papers are circulated via digital board portal at least 7 days in advance of the intended date for regular meetings and at a time as agreed for ad hoc meetings. Draft minutes of meetings of the Board and Board Committees are circulated for comment as soon as practicable post meetings. Minutes of Board meetings with details of the matters discussed by the Board and decisions made, including any concerns or views of the Directors, are kept by the Company Secretary and are open for inspection by Directors. Senior Management and other department heads are invited to make presentations to the Board on operational topics during the year and to engage in open and in-depth discussions with the Board.

The Chairman meets with INEDs without the presence of the EDs and the Senior Management at least once a year to facilitate an open and frank discussion among the INEDs on any issues relating to the Bank. The Chairman also has regular gathering with other Directors occasionally, without the presence of the EDs, to consider issues in an informal setting. The Audit Committee and Risk Committee jointly hold separate closed sessions with the external auditor and internal auditor respectively twice a year; and the Risk Committee also holds separate closed sessions with the Chief Risk and Compliance Officer in the absence of the EDs and the Senior Management. Head of Human Resources organises annual talent sharing session between the Board and the Bank’s talents from key businesses and functions. This reflects the continuous effort in supporting the progression of diverse talent pipeline for succession of senior executive roles in the Bank.

The Board maintains regular communications with HKMA through various means. In November 2024, the Board met with HKMA to exchange views and update itself on HKMA’s supervisory assessment of the Bank and supervisory focuses on the banking industry in general.