Page 51 - China Mobile Limited - Annual Report 2012

China Mobile Limited
Annual Report 2012
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Corporate Governance Report
• reviewed and approved the 2012 project plan of internal audit department and budget for external engagement;
• reviewed and approved the compliance with relevant laws and regulations in 2011;
• reviewed and approved various internal audit reports.
Remuneration Committee
Membership
The current members of the Company’s Remuneration Committee are Dr. LO Ka Shui (chairman), Mr. Frank WONG Kwong
Shing and Dr. Moses CHENG Mo Chi, who are all independent non-executive directors.
Responsibilities
The duties of the Remuneration Committee are, among others, to make recommendations to the Board on the remuneration
packages of individual executive directors and senior management, including benefits in kind, pension rights and
compensation payments including any compensation payable for loss or termination of their office or appointment, and make
recommendations to the Board on the remuneration of non-executive directors; to review and approve the management’s
remuneration proposals with reference to corporate goals and objectives resolved by the Board from time to time; to review
and approve compensation payable to executive directors and senior management for any loss or termination of office or
appointment, and compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that
they are consistent with contractual terms; to ensure that no director or any of his associates is involved in deciding his own
remuneration; to make recommendations to the Board on the policy and structure for remuneration of all directors, senior
management and employees including salaries, incentive schemes and other share option schemes, and on the
establishment of formal and transparent procedures for developing remuneration policy; to make recommendations to the
Board on disclosure of directors’ remuneration in the annual report (if applicable) sent by the Board to the shareholders; to
make recommendations to the Board annually on whether the shareholders shall be requested to approve the policies set
out in the report on directors’ remuneration (if applicable) at the AGM.
Work Done in 2012
In 2012, the Remuneration Committee met three times, during which the committee:
• reviewed and approved the 2011 performance-linked annual bonus of the senior management;
• reviewed and approved the revised performance-linked annual bonus appraisal KPI for senior management;
• reviewed and approved the revised Terms of Reference of the Remuneration Committee; and
• reviewed and approved the adjustment of the Board.