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)|
|SI Furong||Executive Director (President)|
|ZHANG Xu||Executive Vice President & CFO|
|LI Zhengmao||Non-executive Director|
|SHAO Guanglu||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. The Nomination Committee of the Board will also review the Board structure at least annually. The Board has four independent non-executive directors, constituting over 1/3 of the Board members, of which two independent non-executive directors (Mr. Siu Wai Keung, Francis and Mr. Wu Taishi) possess accounting professional qualification in compliance with the Listing Rules.
The roles of Chairman and President are segregated and held by Mr. Zhang Zhiyong and Mr. Si Furong respectively. Mr. Zhang Zhiyong is responsible for overseeing the operation of the Board and formulating the overall strategies and policies of the Company. Mr. Si Furong 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 2018, the Board held six 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 the resolutions regarding to appointment of Chairman, amendment of the Articles of Association, renewal of continuing connected transactions, election of directors and remuneration package of directors. For the resolutions on the connected transactions such as the renewal of continuing connected transactions and the 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.
In 2018, the Chairman of the Company had a meeting with the non-executive directors (including independent non-executive directors) without the presence of the executive directors.