The leadership and supervision of the Company are vested in the Board, which is responsible for implementing the resolutions passed 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.
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:
|ZHANG Zhiyong||Executive Director (Chairman)|
|HUANG Xiaoqing||Executive Director (President)|
|ZHANG Xu||Executive Vice President & CFO|
|GAO Tongqing||Non-executive Director|
|MAI Yanzhou||Non-executive Director|
|SIU Wai Keung, Francis||Independent Non-executive Director|
|LV Tingjie||Independent Non-executive Director|
|WU Taishi||Independent Non-executive Director|
|LIU Linfei||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 comprises professionals with diversified backgrounds including telecommunications industry, finance, legal, management and academics, which is in line with the Company’s board diversity policy. The Nomination Committee of the Board will also review the Board structure at least annually. The Board has four independent non-executive directors, of which two independent non-executive directors (Mr. Siu Wai Keung, Francis and Mr. Wu Taishi) possess 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 in the “Profiles of Directors, Supervisors and Senior Management” section of 2020 annual report and 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. In order to further strengthen the interactive communications with directors, supervisors and the management of the Company, the Company organized one physical exchange meeting in 2020. The meeting provided an opportunity to the directors, supervisors and all management to conduct a face-to-face and in-depth discussion on corporate strategy and other significant matters and jointly discuss the future development plans of the Company, which also deepened the understanding of directors and supervisors on the Company’s business.
The roles of Chairman and President are segregated and held by Mr. Zhang Zhiyong and Mr. Huang Xiaoqing respectively. Mr. Zhang Zhiyong is responsible for overseeing the operation of the Board and formulating the overall strategies and policies of the Company. Mr. Huang Xiaoqing is responsible for the day-to-day management and overall operation of the Group. The members of the Board do 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 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 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 2020, 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 Report, ESG Report and budget, the Board also considered other resolutions, including the appointment of directors, the appointment of executive vice presidents, the amendments to the articles of association of the Company, the “14th Five-Year Plan” for the Group, the optimization of China Comservice headquarters organizational structure, purchasing property as the bases for the smart production, operation and research and development of China Comservice as well as the proposal for the mixed-ownership reform and capital increase via the equity exchange of China Comservice Supply Chain Management Company Ltd.
In 2020, the Chairman of the Company had a meeting with the independent non-executive directors without the presence of other directors.