China Mobile Limited
Annual Report 2012
Corporate Governance Report
39
Shareholders
Our controlling shareholder is CMHK (Group), which, as of
31 December 2012, indirectly held approximately 74.08% of
our share capital through a wholly-owned subsidiary, CMHK
(BVI). The remaining share capital of approximately 25.92%
was held by public investors.
The Memorandum and Articles of Association (the “Articles”)
of the Company is available on our websites and the HKEx
website. In 2012, there were no significant revisions to the
Articles.
Shareholder Rights
According to the Articles and Company Ordinance, Chapter
32 of the Laws of Hong Kong (“Company Ordinance”),
shareholders holding the requisite voting rights may: (i)
requisition to move a resolution at the AGM; (ii) requisition to
convene an EGM; and (iii) propose a person other than a
retiring director for election as a director at a general
meeting. Such details and procedures are available in our
website. Shareholders may make inquiries in writing to the
Board providing sufficient contact information so that such
inquiries can be properly handled. In addition, shareholders
may also raise their concerns and suggestions in the Q&A
session at our AGMs.
Our goal has always been to enhance our corporate value,
maintain our sustainable long-term development and
generate greater returns for our shareholders. In order to
better achieve the above objectives, we have established
good corporate governance practices following the
principles of integrity, transparency, openness and efficiency,
and have implemented sound governance structure and
measures. We have established and improved various
policies, internal control system and other management
mechanisms and procedure for the key participants involved
in good corporate governance, including shareholders,
board of directors and its committees, management and
staff, internal auditors, external auditors and other
stakeholders (including our customers, local communities,
industry peers, regulatory authorities, etc.).
In addition, as a company listed in both Hong Kong and
New York, we also set forth in this report a summary of the
significant differences between the corporate governance
practices of the Company and the corporate governance
practices required to be followed by U.S. companies under
the NYSE’s listing standards.
Compliance with the Code Provisions of
the Code on Corporate Governance
Practices
Throughout the financial year ended 31 December 2012, the
Company has complied with all code provisions of the Code
on Corporate Governance Practices (the “CP”) (before and
after its revision) as set forth in Appendix 14 to the Rules
Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited (the “Hong Kong Listing Rules”).
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