The leadership and supervision of the Company are vested in the Board of Directors (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 on 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.

Composition of the Board of Directors

The following is the composition of the Board of Directors of the Company:

Li Ping	Executive Director (Chairman)
Zheng Qibao	Executive Director (President)
Yuan Jianxing	Executive Director (Executive Vice President)
Hou Rui	Executive Director (Executive Vice President & CFO)
Liu Aili	Non-executive Director
Zhang Junan	Non-executive Director
Wang Jun	Independent Non-executive Director
Chan Mo Po, Paul	Independent Non-executive Director
Zhao Chunjun	Independent Non-executive Director
Wu Shangzhi	Independent Non-executive Director
Hao Weimin	Independent Non-executive Director

The Board comprises four executive directors (Mr. Li Ping as Chairman and Executive Director, Mr. Zheng Qibao, Mr. Yuan Jianxing and Ms. Hou Rui as Executive Directors), two Non-executive Directors (Mr. Liu Aili and Mr. Zhang Junan) and five Independent Non-executive Directors (Mr. Wang Jun, Mr. Chan Mo Po, Paul, Mr. Zhao Chunjun, Mr. Wu Shangzhi and Mr. Hao Weimin). The Board has five Independent Non-executive Directors, constituting half of the members of the Board, and complied with the Recommended Best Practices in respect of the number of Independent Non-executive Directors. This ensured the independence of the Board. All Independent Non-executive Directors possess considerable experience in their respective industries and professions. 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.

The Company has separate positions for Chairman and President; these roles were segregated and held by Mr. Li Ping and Mr. Zheng Qibao respectively. Mr. Li Ping is responsible for overseeing the operation of the Board and formulating the overall strategies and policies of the Company. Mr. Zheng Qibao is responsible for the day-to-day management and overall operation of the Group. The members of the Board did not have any financial, business, family or other material connection with each other, in particular between the Chairman and the President, and all of them are free to make independent judgments.

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 the 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 meeting, so that the Directors are apprised of the latest developments and financial position of the Company to make informed decisions. The Board and each of the directors may contact the senior management independently if necessary. All the minutes of the meetings of the Board contain details of the matters considered and resolutions adopted, and are kept by the secretary of the meeting and available to the Directors for inspection.

Board meetings from 2006 to 2010

Director's individual attendance of the board meetings (including attendances by written proxies) is as follows:

			Attendance/Meeting convened during period of appointment
Board members	Date of appointment	Date of resignation	Second Session		First Session
			2010	2009	2009	2008	2007	2006
Executive Directors
Li Ping	3/8/2006		4/4	2/2	2/2	4/4	4/4	8/8
Zhang Zhiyong	12/12/2007	21/6/2010	1/1	2/2	2/2	4/4	1/1	-
Yuan Jianxing	12/12/2007		4/4	2/2	2/2	4/4	1/1	-
Zhang Qibao	10/8/2010		3/3	-	-	-	-	-
Non-executive Directors
Wang Xiaochu	3/8/2006	8/4/2008	-	-	-	2/2	4/4	8/8
Liu Aili	12/10/2006		4/4	2/2	2/2	4/4	4/4	2/3
Zhang Junan	12/10/2006		4/4	2/2	2/2	4/4	3/4	3/3
INED
Wang Jun	26/9/2006		4/4	2/2	2/2	4/4	4/4	2/4
Chan Mo Po, Paul	26/9/2006		4/4	2/2	2/2	4/4	4/4	2/4
Zhao Chunjun	26/9/2006		4/4	2/2	2/2	4/4	4/4	3/4
Wu Shangzhi	26/9/2006		4/4	2/2	2/2	4/4	4/4	3/4
Hao Wemin	27/10/2006		4/4	2/2	2/2	4/4	4/4	1/1

In 2010, the Board held four meetings and passed three written resolutions. For the resolutions on the connected transactions such as renewal of continuing connected transactions and proposed new annual caps between the Company and China Telecommunications Corporation, directors with conflict of interests abstained from voting.

In 2009, the Board held four meetings and passed three written resolutions. For the resolutions on the connected transactions such as renewal of the Strategic Cooperation Agreement between the Company and its fellow subsidiary, China Telecom Corporation Limited, directors with conflict of interests abstained from voting.

In 2008, the Board held four meetings and passed one written resolution. For the resolutions in respect of the adjustments to the Board composition and senior management and the renewal and amendment of annual caps of continuing connected transactions between the Company and its controlling shareholder, China Telecommunications Corporation, directors with conflict of interests abstained from voting.

In 2007, the Board held four meetings and passed two written resolutions. For the resolutions on matters like the Share Appreciation Rights Scheme and the connected transactions regarding the acquisition of the Target Business of 13 provinces from the controlling shareholder of the Company, China Telecommunications Corporation, directors with conflict of interests had abstained from voting.

In 2006, the board convened eight meetings. The directors review and approve financial and operation performance, and consider and approve the overall strategy and policies of the Company at board meetings.