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Corporate Governance Report
/ Annual Report 2011 /
1
Nomination Committee
The Nomination Committee consists of three independent non-executive directors: Mr. Zhao Chunjun (Chairman),
Mr. Wang Jun and Mr. Hao Weimin. The Nomination Committee is mainly responsible for reviewing the structure,
size and composition of the Board, and the skills, knowledge and experience of members of the Board. The
Nomination Committee did not convene any meetings in 2011.
Non-Competition Undertaking Review Committee
The Non-competition Undertaking Review Committee consists of three independent non-executive directors:
Mr.Hao Weimin (Chairman), Mr. Chan Mo Po, Paul and Mr. Zhao Chunjun. The Non-competition Undertaking Review
Committee is mainly responsible for monitoring the implementation of the non-competition undertakings given by
China Telecom to us.
In 2011, the Non-competition Undertaking Review Committee held two meetings, at which the members of the
committee mainly reviewed the implementation of the non-competition undertakings by China Telecom and made
their recommendations to the Board.
The Company has received a letter issued to the Company by China Telecom stating that they were not in breach
of any non-competition undertakings in 2011. The letter has been reviewed by the Non-competition Undertaking
Review Committee and the Board.
Right of First Refusal and Priority Right Committee
The Right of First Refusal and Priority Right Committee consists of three independent non-executive directors: Mr.
Wu Shangzhi (Chairman), Mr. Zhao Chunjun and Mr. Hao Weimin. According to the charter of the Right of First
Refusal and Priority Right Committee, meeting will be convened when needed. The Right of First Refusal and Priority
Right Committee is mainly responsible for monitoring the enforcement of the right of first refusal and priority right
granted by China Telecom upon the listing of the Company, and protecting the interests of independent shareholders
when such right of first refusal or priority right is exercised. The Right of First Refusal and Priority Right Committee
did not convene any meetings in 2011.
Independent Board Committee
Pursuant to the requirements under the Listing Rules, the Company held an Independent Board Committee
meeting on 14 November 2011, at which five independent non-executive directors of the Company attended. The
Independent Board Committee mainly reviewed the resolution regarding the revision of annual caps for continuing
connected transactions between the Company and China Telecom, and it made its recommendations to the
independent shareholders. Details of this resolution and the Independent Board Committee’s recommendation were
contained in the circular despatched to shareholders on 15 November 2011.