The Board is responsible for supervising the management of the business and affairs of the Group with due regard to maximizing shareholder value and enhancing corporate governance of the Group.  The role of the Board is to provide strategic guidance for the Group and effective oversight of management.  Directors shall act honestly and in good faith and make decisions objectively in the best interests of the Group.

Summary of the Board of Directors Mandate

Non-executive Directors and independent non-executive Directors form the majority of the Board. This structure ensures the independence and objectivity of the Board's decision-making process as well as the thoroughness and impartiality of the Board's oversight of the Management. The Board acts honestly and in good faith in order to maximise long-term shareholder value and fulfill its corporate responsibility to other stakeholders of the Group. Its decisions are made objectively and in the best interests of the Group.

The Board currently has 13 members, comprising six independent non-executive Directors, five non-executive Directors and two executive Directors. The changes to the composition of the Board during the year include the following: Mr. Lee Raymond Wing Hung retired and resigned as an Executive Director of the Company with effect from 1 June 2009; Mr. Sun Changji retired and resigned as a Vice-chairman and a Non-executive Director of the Company on 26 June 2009; Mr. Li Lihui was appointed as a Vice-chairman and a Non-executive Director of the Company on 26 June 2009.

All Directors possess extensive experience in banking and management, and over one third of them are independent non-executive Directors, of whom several are experts in financial and/or risk management. The Board has adopted the “Policy on Independence of Directors” (the“Independence Policy”), some provisions of which are even more stringent than Rule 3.13 of the Listing Rules. The Company has received from each of the independent non-executive Directors an annual confirmation of his/her independence by reference to the Independence Policy. In particular, an independent non-executive Director, namely, Mr. Tung Chee Chen, who was appointed in 2002, will retire by rotation at the forthcoming annual general meeting and, being eligible, offer himself for re-election pursuant to the Articles of Association. His term of office will be more than 9 years if he is re-elected at the forthcoming annual general meeting for a further term of approximately 3 years. Other than the annual confirmation of independence given by him to the Company as mentioned above, Mr. Tung has also given a confirmation of independence in view of his term of office of more than 9 years if re-elected at the forthcoming annual general meeting by reference to the Independence Policy. On the basis of these confirmations and information available to it, the Company considers all of the Independent Non-executive Directors to be independent.

All the existing non-executive Directors and independent non-executive Directors of the Company have been appointed for a fixed term, with formal letters of appointment setting out the key terms and conditions of their appointment. Pursuant to the Articles of Association, all Directors, including the Chairman, Vice Chairmen and Chief Executive, shall retire by rotation at least once every three years at annual general meetings and be eligible for re-election. Accordingly, Mdm. Zhang Yanling, Mr. Gao Yingxin, Mr. Tung Chee Chen and Mdm. Yang Linda Tsao will retire by rotation at the forthcoming annual general meeting. Mdm. Zhang Yanling, Mr. Gao Yingxin and Mr. Tung Chee Chen offer themselves for re-election. Mdm. Yang Linda Tsao has indicated to the Board that she wishes to retire from the Group and hence will not stand for re-election at the forthcoming annual general meeting. Further, in accordance with the Articles of Association, all Directors appointed by the Board are subject to election by shareholders at the first general meeting following their appointment. Accordingly, Mr. Li Lihui being a Director so appointed, shall retire at the forthcoming annual general meeting and, being eligible, offers himself for election. The Nomination and Remuneration Committee has also established a written and formal process for the appointment of independent non-executive Directors to ensure that the appointment procedures are standardised, thorough and transparent.

There is no relationship (including financial, business, family or other material/relevant relationship(s)) among the Board members. Messrs. Xiao Gang, Li Lihui, Li Zaohang and Zhou Zaiqun are executive directors of BOC. Mdm. Zhang Yanling is a member of the senior management of BOC. It is expressly provided in the Board’s Mandate that, unless permissible under applicable laws or regulations, if a substantial shareholder or Director has a conflict of interest in the matter to be considered by the Board, a Board meeting attended by independent non-executive Directors who have no material interest in the matter shall be held to deliberate on the same.

The Company has arranged for appropriate Directors' Liability Insurance Policy to indemnify the Directors for liabilities arising out of corporate activities. The coverage and the sum insured under the policy are reviewed annually.

To ensure that newly appointed Directors have adequate understanding of the Company’s business and operation, and to enable current Directors to constantly update their skills and knowledge so that they can continue to offer informed advice and contribute to the Board, the Board enforces a formal system for the initial induction and ongoing professional development of the Directors. In 2009, the Board invited Mr. Koh Beng Seng, the Chairman of the Risk Committee of the Company with extensive experiences in supervision of financial sector, to share with members of the Board and senior management the regulatory requirements and role and responsibilities of the board of directors under Basel II.

Nine Board meetings were held during the year with an average attendance rate of 95%. The meeting schedule was prepared and approved by the Board in the preceding year. In general, Board agenda and meeting materials are despatched to all Board members for review at least seven days before the meetings. Board agenda is approved by the Chairman following consultation with other Board members and the Management. As a general practice, the Chairman will meet all non-executive Directors (including independent non-executive Directors) in the absence of executive Directors and the Management at the beginning of each Board meeting, in order to facilitate an open and frank discussion among the non-executive Directors. This practice has been incorporated in the Working Rules of the Board. Individual attendance records of the Directors in 2009 are set out as follows:

Director	Number of Board meetings attended	Attendance rate
Non-executive Directors
Mr. XIAO Gang (Chairman)	8 out of 9	89%
Mr. SUN Changji (Note 1)	5 out of 5	100%
Mr. LI Lihui (Vice Chairman) (Note 2)	4 out of 4	100%
Mr. LI Zaohang	9 out of 9	100%
Mr. ZHOU Zaiqun	9 out of 9	100%
Mdm. ZHANG Yanling	9 out of 9	100%
Independent Non-executive Directors
Dr. FUNG Victor Kwok King	7 out of 9	78%
Mr. KOH Beng Seng	9 out of 9	100%
Mr. SHAN Weijian	8 out of 9	89%
Mr. TUNG Chee Chen	8 out of 9	89%
Mr. TUNG Savio Wai-Hok	9 out of 9	100%
Mdm. YANG Linda Tsao	9 out of 9	100%
Executive Directors
Mr. HE Guangbei (Vice Chairman and Chief Executive)	9 out of 9	100%
Mr. LEE Raymond Wing Hung(Note 3)	4 out of 5	80%
Mr. GAO Yingxin	9 out of 9	60%

Notes:
Note 1: Mr. Sun Changji retired and resigned as a Vice-chairman and a Non-executive Director with effect from 26 June 2009.
Note 2: Mr. Li Lihui was appointed as a Vice-chairman and a Non-executive Director on 26 June 2009.
Note 3: Mr. Lee Raymond Wing Hung retired and resigned as an Executive Director with effect from 1 June 2009.

Apart from formal Board meetings and general meetings, there are opportunities for the Board and the Management to interact and communicate on relatively less formal occasions.  For example, Board members have been invited to give a talk to the Company's middle to senior management on diverse subjects leveraging on their respective background and expertise. Further, off-site events have been held to enhance communication among Board members, and between the Board and the Management.