China Zheshang Bank Co., Ltd. (CZBANK) has released the 2026 edition of “The Rules of Procedures for the Nomination and Remuneration Committee of the Board of Directors,” detailing updated mandates, composition requirements and governance processes for the committee charged with director and senior‐management selection, performance evaluation and pay.

Key governance updates

1. Committee size and independence • The Nomination and Remuneration Committee must comprise at least three directors with a majority being independent; gender diversity is mandated with a minimum of one director of a different gender. • The committee chair must be an independent director elected by the board. • If the committee falls below structural requirements, the board must disclose reasons immediately and fill vacancies within three months.

2. Tenure and succession • Members serve concurrent terms with the board; independent directors are capped at six consecutive years. • Resigning members remain in post until replacements are appointed to maintain quorum.

3. Expanded duties • Board composition review: Annual assessment of size, structure, skills and diversity, with recommendations aligned to the bank’s strategic needs. • Director and senior management nominations: Sets qualification standards, manages succession planning, and reviews independence of candidates. • Performance and remuneration oversight: Designs evaluation metrics, reviews results and proposes remuneration policies, including claw-back mechanisms, non-monetary benefits and share-based incentives. • Ensures no director or related party participates in decisions on their own remuneration. • Oversees equity incentive schemes and subsidiary share-ownership plans.

4. Procedural enhancements • Meetings convened by the chair with at least three days’ notice; resolutions require majority approval. • Directors may attend physically or via tele/video conference; written authorization is permitted for proxy voting. • Detailed minutes must be circulated promptly, signed by attendees and archived for a minimum of ten years. • The committee can commission external advisors at the bank’s expense and must report decisions and recommendations to the board in a timely manner.

5. Transparency and accountability • If the board deviates from committee recommendations, it must disclose reasons in its resolutions. • The updated rules will be published on CZBANK’s website and relevant stock exchange portals, enhancing stakeholder access.

Effective date and repeal

The 2026 edition takes effect upon board approval in June 2026, simultaneously repealing the 2024 version (document reference Zheshang Yindong [2024] No. 7).

Implications

The revised procedures strengthen CZBANK’s corporate governance by formalizing director nomination, emphasizing diversity, tightening remuneration oversight and codifying transparent processes, aligning the bank with prevailing regulatory and listing requirements.