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/ China Communications Services Corporation Limited /
Corporate Governance Report
Shareholders’ Meeting
Pursuant to the Company’s Article of Association, the shareholders’ meetings are classified as annual general
meeting (the “AGM”) and extraordinary general meeting (the “EGM”). The AGM will be convened once a year
and within six months after the end of a financial year. In 2011, apart from the AGM, the Company also convened
three EGMs, one H shareholders class meeting and one domestic shareholders class meeting. A resolution will be
separately put forward in respect of each independent matter. The details of the voting procedures and voting by poll
at the request of shareholders were set out in the notices of the general meetings in accordance with the provisions
under the Articles of Association and the Listing Rules. In accordance with the Listing Rules, all the resolutions were
voted by poll in all shareholders’ meetings held in 2011.
At the first EGM of 2011 held on 23 February 2011, the resolution, including appointment of Ms. Hou Rui as
executive director of the Company, was considered and approved by shareholders.
At the AGM of 2010 held on 28 June 2011, the resolutions, including the 2010 financial statements, profit distribution
proposal and dividend declaration proposal, appointment of auditors, report of the directors, report of the Supervisory
Committee, were considered and approved by shareholders.
At the second EGM of 2011 held on 28 June 2011, H shareholders class meeting and domestic shareholders class
meeting of 2011 held on 28 June 2011, the resolutions, including proposed rights issue of domestic shares and H
shares with revised basis and fund raising size, were considered and approved by shareholders.
At the third EGM of 2011 held on 30 December 2011, the resolutions regarding revision of annual caps for continuing
connected transactions between the Company and China Telecom, the Company’s controlling shareholder, were
considered and approved by independent shareholders. China Telecom and its associates, being connected persons
to the Company, abstained from voting for this resolution.
The above resolutions at the AGM, EGMs and shareholders class meetings were approved and passed by
shareholders, and the relevant voting results were published on the websites of the Company and the Stock
Exchange.
Board of Directors
The leadership and supervision of the Company are vested in the Board, which is responsible for implementing
the resolutions passed by the shareholders in general meetings, overseeing the Group’s businesses and affairs,
approving operation plans and investment proposals, reviewing financial policies and performance, and formulating
the basic management systems of the Company. The Board has delegated to the senior management, the
powers and responsibilities to conduct the day-to-day management and operations of the Group and to organize
the implementation of the resolutions of the Board, annual business plans and investment proposals. The senior
management must obtain the approval of the Board before entering into any material transactions. The Articles of
Association of the Company has clearly defined the scope of duties of the Board and management of the Company.
Where necessary, all directors can have full and timely access to all relevant information and obtain the advice and
services of the Company Secretary. The directors may, where appropriate, seek independent professional advice
to ensure compliance with the procedures of the Board and all applicable rules and regulations, at the Company’s
expense.
The Company has also arranged appropriate insurance cover in respect of legal actions against its directors,
supervisors and senior management.