68
China Communications Services Corporation Limited Annual Report 2015
CORPORATE GOVERNANCE REPORT
BOARD COMMITTEES
As an important part of a sound corporate governance practice, the Board has set up five board committees: 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, and all of which were responsible for the supervision of the overall
affairs of the Company in various areas and assistance of discharging its responsibilities. All the five board committees comprise
of independent non-executive directors to ensure full expression of independent and objective views and to fulfill each of its
responsibilities of the overall safeguard and supervision. The list of members of these committees was published on the websites
of the Company and the Stock Exchange.
Audit Committee
The Audit Committee consists of three independent non-executive directors: Mr. Siu Wai Keung, Francis (Chairman), who has
accounting or related financial management expertise, Mr. Zhao Chunjun and Mr. Lv Tingjie. The Audit Committee is mainly
responsible for 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. In addition, the Audit Committee is also responsible for examining the appointment of external
auditors, considering and supervising the financial reporting procedures and the risk management and internal control systems of
the Company, and overseeing the execution of the connected transactions. The Audit Committee makes an assessment of the
effectiveness of the Group’s risk management and internal control at least once a year. In addition, the Audit Committee is also
responsible for reviewing the adequacy of resources of the Group’s accounting and financial reporting function.
In 2015, the Audit Committee held two meetings, mainly reviewing the resolutions of the Company for its audited financial
report of 2014, interim report of 2015, report on connected transactions, report on internal control and risk management and
appointment of independent auditors. 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. Siu Wai Keung, Francis (Chairman), Mr.
Lv Tingjie and Mr. Wu Taishi. The Remuneration Committee is mainly responsible for making recommendations to the Board on
the Company’s policy and structure for remunerations of all directors, on the establishment of a formal and transparent
procedure for developing remuneration policy and the remuneration packages of directors.
In 2015, the Remuneration Committee held one meeting and passed one written resolution, mainly reviewing the resolutions of
adjusting the exercise price of share appreciation rights scheme of the Company and the remuneration packages of the fourth
session of the Board.
Nomination Committee
The Nomination Committee consists of three independent non-executive directors: Mr. Zhao Chunjun (Chairman), Mr. Lv Tingjie
and Mr. Wu Taishi. The Nomination Committee is mainly responsible for making recommendations to the Board on the
appointment or reappointment of directors and reviewing the structure, size and composition (including the skills, knowledge
and experience) of the Board annually.
In 2015, the Nomination Committee held one meeting and passed one written resolution, mainly reviewing the resolutions of
change of the term of office of the fourth session of the Board, including the review of the Board structure and composition, as
well as recommending Mr. Lv Tingjie and Mr. Wu Taishi as the independent non-executive directors of the Company and making
their recommendations to the Board.
