China Construction Bank Corporation released the 2025 Terms of Reference for its Nomination and Remuneration Committee of the Board of Directors. These guidelines provide a framework for the committee’s composition, responsibilities, and operating procedures, aiming to enhance governance practices.

The newly released framework mandates a committee composed of at least five directors, with a majority required to be independent. The designated chair must also be an independent director, nominated in accordance with formal procedures and serving the same term as the board. When vacancies arise, the board must promptly fill them to maintain compliance with the Terms of Reference.

Key duties include formulating standards and procedures for appointing directors and senior management, reviewing candidate qualifications, and recommending nominations or removals. The committee also oversees performance evaluations for directors and senior management, structures remuneration policies, and supervises the implementation of these policies. Detailed rules on meeting frequency (at least four times a year), voting procedures, and confidentiality obligations are outlined to ensure effective and transparent decision-making.

The 2025 Terms of Reference underline the committee’s goal of refining performance evaluation and remuneration distribution. They require regular review of the board’s composition, remuneration consistency for outgoing executives, and ongoing supervision of performance and rewards. The document also emphasizes that the senior management and relevant departments of the bank are responsible for implementing committee resolutions and aiding its review processes.

These updated guidelines align with legal and regulatory requirements, reinforcing corporate governance and ensuring that board and senior management appointments and remuneration decisions are carried out in an orderly, objective manner.