The Policy on Independence of Directors

The Board believes Independent Non-executive Directors ("INEDs") play an important role in corporate governance. They help to provide the necessary checks and balances to ensure that the Group operates in a safe and sound manner and that its interests are protected. INEDs can also assist by bringing in outside experience and providing objective judgment. They are particularly useful in a monitoring role.

To ensure the independence of the INEDs, the Nomination and Remuneration Committee, which is a standing committee of the Board, will evaluate the independence of an INED candidate or each incumbent INED annually.

The Independence Criteria of INEDs

The INEDs shall be appointed for a specific term, subject to re-election in accordance with the Articles of Association of the Company and BOCHK and any regulatory requirements. For any INED serving more than nine years, if the Board considers his/her further appointment to be appropriate, taking account of other relevant factors, the Board will confirm the reasons they believe that the individual continues to be independent to the shareholders.

The Board shall identify in the annual report each INED who has been considered to be independent in accordance with this Policy.