The Board is responsible for leading and supervising the Company, and performing the duties of formulating strategies, making decisions and preventing risks, as well as implementing the resolutions passed in general meetings. The major responsibilities of the Board include making decisions on the medium and long-term development of the enterprise, formulating the Company’s strategies and development plans, determining the Company’s business plans and investment proposal, reviewing financial policies and performance, formulating the basic management systems of the Company, formulating the appraisal and compensation administrative measures of the management and determining their remuneration, rewards and penalties as well as conducting performance appraisal. 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 Board’s approval before entering into any material transactions in accordance with the relevant provisions of the Articles of Association. The Articles of Association and the Rules of Procedure for the Board have clearly defined the scope of duties of the Board and the management of the Company. Besides, the Company has also refined and improved the matters to be approved by the Board and its sub-committee in accordance with the List of Board’s Resolved Matters to continuously improve its corporate governance.

Shareholder has the right to propose a person for election as a director under relevant procedures and regulations. (Procedures for Shareholders to Propose a Person for Election as a Director)

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.

Composition of the Board of Directors

The following is the composition of the Board:

LUAN Xiaowei	Executive Director (Chairman)
YAN Dong	Executive Director (President)
ZHANG Xu	Executive Director, Executive Vice President & CFO
GAO Tongqing	Non-executive Director
TANG Yongbo	Non-executive Director
LIU Aihua	Non-executive Director
SIU Wai Keung, Francis	Independent Non-executive Director
LV Tingjie	Independent Non-executive Director
WANG Qi	Independent Non-executive Director
WANG Chunge	Independent Non-executive Director

The Company has adopted a board diversity policy, which sets out the approach to achieve diversity on the Board. The Company’s board diversity policy gives a number of considerations in aspects including skill, knowledge, professional experience, gender and age. The Board of the Company comprises professionals with diversified backgrounds including telecommunications industry, technology, finance and accounting, compliance, management and academics. The Company has one female director on the Board and complies with its board diversity policy. The Company will continue to maintain gender diversity on the Board and the Nomination Committee will proactively consider the increase in the proportion of female members when selecting and making recommendations on suitable candidates for Board membership. Through the board diversity policy of the Company and the annual assessment by Nomination Committee on the board structure, the Company will develop a pipeline of potential successors to the Board which could achieve gender diversity. The Board has four independent non-executive directors, of which an independent non-executive director Mr. Siu Wai Keung, Francis possesses accounting professional qualification in compliance with Rules 3.10 and 3.10A of Chapter 3 of the Listing Rules. The profiles of the directors are set out at the Company’s website.

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.

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. In addition, the Company has formulated the Rules of Procedure for the Board to define the relevant arrangements of the Company on matters such as the convening of board meetings, the delivery of notices and materials of meetings, and the manner of participation and voting by directors.

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 dispatched 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. In addition, prior to the board meeting, the Company will obtain the advice and opinions from the directors on significant issues to ensure that the Board is provided with independent views and opinions. The Company conducts an annual review of the implementation and effectiveness of these mechanisms.

All minutes of the Board meetings record the details of resolutions considered and decisions made and are 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 2023, the Board held four meetings and passed two written resolutions. In addition to general matters such as review of the annual and interim financial statements, dividend distribution, Corporate Governance Report, ESG Report and budget, the Board also considered other resolutions, mainly including change in the senior management, recommendation of executive directors and non-executive directors, reviewing of the structure and composition of the Board, the List of Incentive Recipients of the Initial Grant of the Share Appreciation Rights Scheme of the Company, the Management Performance Report for 2022, the implementation of the remuneration of the senior management and the overall payroll of the Company for 2022, the amendments of the Administrative Measures for External Guarantees, reviewing of the management’s performance targets of the operating results of 2023, and the working progress on the environmental, social and governance (ESG) performance in the first half of 2023, etc. Meanwhile, the directors have abstained from voting on the relevant resolutions in which they have conflicts of interests.