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China Communications Services Corporation Limited Annual Report 2015
CORPORATE GOVERNANCE REPORT
All directors devoted sufficient time and efforts to the business of the Company. The Company also requires the directors to
disclose the number of positions they hold in public companies or organizations and provide the Company with the time they
devoted to the relevant positions.
The Company has also arranged appropriate insurance cover in respect of possible legal actions against its directors, supervisors
and senior management.
SECURITIES TRANSACTIONS BY DIRECTORS
The Company adopts the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in
Appendix 10 of the Listing Rules to govern securities transactions by directors. Each of the directors of the Company made a
written confirmation that he/she had complied with the Model Code at all applicable times in connection with transactions in the
Company’s securities during the reporting period.
APPOINTMENT OF DIRECTORS
The Company follows a formal, considered and transparent procedure for the appointments of new directors. The Nomination
Committee first considers and discusses the nomination and appointment of a new director and then makes recommendations
to the Board for decision. The Board shall recommend the candidate(s) at the general meeting and the candidate(s) shall be
elected at the general meeting each for a term of three years, effective from the date of election.
On 26 June 2015, the term of office of the third session of the Board and the Supervisory Committee of the Company expired.
Except for Mr. Wei Leping who retired as independent non-executive director of the Company, the remaining directors of the
third session of the Board were re-elected as directors of the fourth session of the Board at the annual general meeting held on
the same day. Mr. Lv Tingjie and Mr. Wu Taishi, were newly appointed as independent non-executive directors of the Company.
MEETINGS OF THE BOARD
Pursuant to the Company’s Articles of Association and the Listing Rules, the Board shall convene at least four meetings a year to
review and approve its financial and operational performance, and consider and approve the overall strategy and policies of the
Company.
The Company Secretary assists the Chairman in preparing the agenda for Board meetings. Unless stipulated otherwise by the
Board in advance, the time and place for any Board meeting shall be notified to all directors at least 14 days prior to the date of
the meeting. The agenda and related documents of the Board meetings will be delivered to all directors at least 3 days prior to
the date of the meeting. The Board and each of the directors may contact the senior management independently if necessary
and obtain additional information from the Company so that the directors can make informed decisions with relevant
information.
All minutes of the Board meetings record the details of resolutions considered and decisions made, and were kept by meeting
secretary and open for inspection by the directors. A director shall abstain from voting on any board resolution approving any
proposal in which he or any of his associates has a material interest, nor shall he be counted in the quorum present at the
meeting. In 2015, the Board held four meetings and passed four written resolutions. In addition to general matters such as
review of the annual and interim financial statements, dividend distribution, corporate governance and budget, the Board also
considered the resolutions regarding to changes of directors, appointment of directors, remuneration package of directors,
amendment of the Articles of Association and renewal of continuing connected transactions. For the resolutions on the
connected transactions such as revision of annual caps, renewal of continuing connected transactions and proposed new annual
caps between the Company and China Telecom, directors with conflict of interests abstained from voting. Meanwhile, in the
agenda of approving director remuneration, relevant directors with conflicts of interests on their own remuneration also
abstained from voting.
