Page 53 - China Mobile Limited - Annual Report 2012

China Mobile Limited
Annual Report 2012
47
Corporate Governance Report
responsibilities as a director, the listing rules of the stock
exchanges on which the Company is listed, applicable laws
and regulations, and the operation and governance policies
of the Company. All newly-appointed directors are subject
to re-election by shareholders at the first annual general
meeting after their appointment. Every director is subject to
retirement by rotation and needs to stand for re-election at
least once every three years.
Management and Employees
The task of the Company’s management is to implement the
strategy and direction as determined by the Board, and to
take care of day-to-day operations and functions of the
Company. The division of responsibilities among our chief
executive officer and other members of the senior
management 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.
Our management is required to adhere to certain business
principles and ethics while performing management duties.
For the purpose of promoting honest and ethical conducts
and deterring wrongdoings, the Company, in 2004, adopted
a code of ethics, which is applicable to our chief executive
officer, chief financial officer, deputy chief financial officer,
assistant chief financial officer and other designated senior
officers of the Group, in accordance with the requirements
of the SOX Act. In the event of a breach of the code of
ethics, the Company may take appropriate preventive or
disciplinary actions after consultation with the Board. The
code of ethics has been filed with the U.S. Securities and
Exchange Commission as an exhibit to our annual report on
Form 20-F for the financial year ended 31 December 2003,
which may also be viewed and downloaded from our
website.
Our management provides monthly updates to board
members giving the latest development of the Company to
enable them to discharge their duties.
Remuneration, Appointment and Rotation
of Directors
The Remuneration Committee is responsible for determining
the remuneration packages of all executive directors and
senior management. At present, the cash portion of our
senior management’s remuneration consists of a fixed
monthly salary and a performance-linked annual bonus. The
award of the performance-linked annual bonus is correlated
to the attainment of key performance indicators or targets.
In 2012, the Remuneration Committee reviewed and
approved the revised performance-linked annual bonus
appraisal KPI for senior management.
In terms of long-term incentives, the Company has adopted
a share option scheme. Depending on their ranking,
members of the management are awarded different
numbers of share options. The remuneration of non-
executive directors is determined in part by reference to the
prevailing market conditions and their workload as non-
executive directors and members of the board committees
of the Company. Please refer to note 9 to the financial
statements on page 100 of this annual report for directors’
and senior management’s remuneration in 2012.
Currently, executive directors are mainly selected internally
within the Group from executives who have considerable
years of management experience and expertise in the
telecommunications industry, whereas for the identification
of non-executive directors, importance is attached to the
individual’s independence as well as his or her experience
and expertise in finance and business management. The
Nomination Committee, taking into consideration the
requirements of the jurisdictions where the Company is
listed and the structure and composition of the Board,
identifies, reviews and nominates, with diligence and care,
individuals suitably qualified as board members of the
Company before making recommendations to the Board for
their final appointment.
All newly-appointed directors receive a comprehensive
induction of directors’ duties to make sure that they have a
proper understanding of the operations and business of the
Company, and that they are fully aware of their