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China Communications Services Corporation Limited Annual Report 2015
CORPORATE GOVERNANCE REPORT
Non-Competition Undertaking Review Committee
The Non-competition Undertaking Review Committee consists of three independent non-executive directors: Mr. Lv Tingjie
(Chairman), Mr. Zhao Chunjun and Mr. Wu Taishi. The Non-competition Undertaking Review Committee is mainly responsible
for monitoring the implementation of the non-competition undertakings given by China Telecom to us.
In 2015, the Non-competition Undertaking Review Committee held two meetings, mainly reviewing the implementation of the
non-competition undertakings by China Telecom, and making their recommendations to the Board.
The Company has received a letter issued to the Company by China Telecom stating that they were not in breach of any non-
competition undertakings in 2015. The letter has been reviewed by the Non-competition Undertaking Review Committee and
the Board.
Right of First Refusal and Priority Right Committee
The Right of First Refusal and Priority Right Committee consists of three independent non-executive directors: Mr. Zhao Chunjun
(Chairman), Mr. Wang Jun and Mr. Siu Wai Keung, Francis. The Right of First Refusal and Priority Right Committee is mainly
responsible for monitoring the enforcement of the right of first refusal and priority right granted by China Telecom since the
Company was listed and protecting the interests of independent shareholders when such right of first refusal or priority right is
exercised. Meeting(s) are held when necessary according to the Right of First Refusal and Priority Right Committee Charter. In
2015, Right of First Refusal and Priority Right Committee did not hold any meeting.
Independent Board Committee
Pursuant to the relevant requirements under the Listing Rules, a listed company shall establish an Independent Board Committee
(which shall consist only of independent non-executive directors) to advise shareholders in relation to transactions that are subject
to independent shareholder’s approval (such as connected transactions) as to whether the terms of the relevant transaction or
arrangement are fair and reasonable and whether such a transaction or arrangement is in the interests of the Company and its
shareholders as a whole.
The Company held an Independent Board Committee meeting on 29 September 2015, at which five independent non-executive
directors of the Company attended. The Independent Board Committee mainly reviewed the resolution regarding the revision of
annual caps, renewal of continuing connected transactions and proposed new annual caps between the Company and China
Telecom, and made its recommendations to the independent shareholders. Details of this resolution and the Independent Board
Committee’s recommendation were contained in the circular dispatched to shareholders on 22 October 2015.
Supervisory Committee
The Company established a Supervisory Committee pursuant to the
PRC Company Law
. The Supervisory Committee consists of
three members: Ms. Han Fang (the chairperson), Mr. Hai Liancheng (the external independent supervisor) and Mr. Si Jianfei (the
employee representative supervisor). Except for Ms. Han Fang, the term of service of the supervisors are three years, and the
supervisors may serve consecutive terms if re-elected upon the expiry of their terms of service. The term of service of Ms. Han
Fang commenced from 11 December 2015 (the date of the election) to the 2017 AGM to be held in 2018. The Supervisory
Committee is a standing supervisory institution of the Company and is accountable and reports to all the shareholders. The
Supervisory Committee normally meets at least twice a year.
The primary duties of the Supervisory Committee are to supervise the financial activities of the Group, to review the financial
statements and other financial information prepared and presented by the Board at the general meeting(s); to supervise the
performance of duties of the directors and other senior management; to prevent them from abusing power; and to deal with the
directors or to initiate legal actions against the directors on behalf of the Company. In 2015, the Supervisory Committee held
three meetings, details of which are set out in the “Report of the Supervisory Committee” of this annual report.
