Page 49 - China Mobile Limited - Annual Report 2012

China Mobile Limited
Annual Report 2012
43
Corporate Governance Report
All our directors confirm they have complied with New CP A.6.5
with respect to directors’ training with effect from 1 April
2012. Throughout the financial year ended 31 December
2012, we have provided a training session with respect to
insider dealing related disclosure and all of our directors
attended the training.
The Company has adopted the “Model Code for Securities
Transactions by Directors of Listed Issuers” set out in
Appendix 10 to the Hong Kong Listing Rules (the “Model
Code”) to regulate the directors’ securities transactions.
Save and except for the interests disclosed in the report of
the directors on pages 57 to 60 of this annual report, none
of the directors had any other interest in the shares of the
Company as of 31 December 2012. All directors have
confirmed, following enquiry by the Company, that they have
complied with the Model Code during the period between 1
January 2012 and 31 December 2012.
The Board Committees
The Board currently has three principal board committees,
which are the Audit Committee, the Remuneration
Committee and the Nomination Committee, and all of which
are comprised solely of independent non-executive
directors. Each of the board committees operates under its
written terms of reference. In 2012, the terms of reference of
each of the board committees were revised in accordance
with the revision of the CP. They are available on the HKEx’s
and the Company’s websites and can be obtained from the
Company Secretary upon written request.
All board meetings and committee meetings were attended
by the directors in person. To ensure the timely disclosure of
any change of directors’ personal information, the Company
has set up a specific communication channel with each of
our directors. There is no financial, business, family or other
material relationships among members of the Board. The
Company purchases directors and officers liabilities
insurance on behalf of its directors and officers and reviews
the terms of such insurance annually.
The Company and its directors (including INEDs) have not
entered into any service contract with a specified length of
service. All directors are subject to retirement by rotation
and re-election at our AGMs every three years.
The Company has received a confirmation of independence
from each of our INEDs, namely Dr. LO Ka Shui, Mr. Frank
WONG Kwong Shing and Dr. Moses CHENG Mo Chi, and
considers them to be independent. The Board is of the view
that they not only can completely fulfill their responsibilities
as an INED, but also will continue to play a role and
contribute to our Board Committees. They being our INEDs
will benefit the Company and all shareholders as a whole.
The directors have disclosed to the Company the positions
held by them in other listed public companies or
organizations or associated companies, and the information
regarding their directorships in other listed public companies
in the last three years is set out in the biographies of
directors and senior management on pages 6 to 9 of this
annual report and on the Company’s website. The Company
has also received acknowledgements from the directors of
their responsibility for preparing the financial statements and
the representation by the auditors of the Company about
their reporting responsibilities.