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/ China Communications Services Corporation Limited /
Corporate Governance Report
Chairman and President
Mr. Li Ping and Mr. Zheng Qibao take up the position of Chairman and President of the Company, respectively. Our
Chairman, Mr. Li Ping is responsible for overseeing the operation of the Board and in charge of the Company’s overall
management. Our President, Mr. Zheng Qibao is responsible for the Company’s daily operation and management.
Non-Executive Directors
The two non-executive directors and five independent non-executive directors of the Company are each appointed
for a term of three years and may serve consecutive terms if re-elected upon the expiry of the term of their
appointment.
Board Committees
As an important part of sound corporate governance practice and for supervision of the overall affairs of the
Company in various areas, the Board has set up the following five Board Committees to assist it in discharging
its responsibilities: the Audit Committee, the Remuneration Committee, the Nomination Committee, the Non-
competition Undertaking Review Committee and the Right of First Refusal and Priority Right Committee. All five
Board Committees comprise of independent non-executive directors to ensure the full expression of independent
and objective views and to fulfill each of its responsibilities of the overall safeguard and supervision.
Audit Committee
The Audit Committee consists of three independent non-executive directors: Mr. Chan Mo Po, Paul (Chairman), Mr.
Wu Shangzhi and Mr. Hao Weimin. The Audit Committee is mainly responsible for examining the appointment of
external auditors, considering and supervising the financial reporting procedures and the internal control systems of
the Company, overseeing the execution of the connected transactions, reviewing the interim and annual financial
statements of the Company to ensure a true and fair view of the state of affairs, reviewing interim and annual
results of the Company after consulting with external auditors, and making recommendations to the Board. The
Audit Committee makes an assessment of the effectiveness of the Group’s internal control at least once a year to
enable the Board to understand the overall financial position and protect the assets of the Group. In addition, the
Audit Committee is also responsible for reviewing the adequacy of resources of staff of the Group’s accounting and
financial reporting function.
In 2011, the Audit Committee held three meetings, mainly reviewing the resolutions of the Company for its audited
financial report of 2010, interim report of 2011, report on connected transactions, report on internal control and
risk management, appointment of independent auditors and implementation of amendments to IFRS 1. The Audit
Committee also met with the external auditors separately to discuss the matters found during the audit and other
issues that might be raised by the auditors.
Remuneration Committee
The Remuneration Committee consists of three independent non-executive directors: Mr. Wu Shangzhi (Chairman),
Mr. Chan Mo Po, Paul and Mr. Zhao Chunjun. According to the charter of the Remuneration Committee, meeting
will be convened when needed. The Remuneration Committee is mainly responsible for giving recommendation on
the overall remuneration policies and structure of the directors and senior management to the Board. In 2011, the
Remuneration Committee held one meeting, mainly reviewing the resolution of adjusting the exercise price of share
appreciation rights schemes of the Company.