Page 58 - China Mobile Limited - Annual Report 2012

China Mobile Limited
Annual Report 2012
52
Corporate Governance Report
Section 303A.07 of the NYSE Listed Company Manual
provides that if an audit committee member simultaneously
serves on the audit committee of more than three public
companies, and the listed company does not limit the
number of audit committees on which its audit committee
members serve to three or less, then in each case, the
board of directors must determine that such simultaneous
service would not impair the ability of such member to
effectively serve on the listed company’s audit committee
and disclose such determination. The Company is not
required, under the applicable Hong Kong law, to make
such determination.
Section 303A.10 of the NYSE Listed Company Manual
provides that listed companies must adopt and disclose a
code of business conduct and ethics for directors, officers
and employees. While the Company is not required, under
the Hong Kong Listing Rules, to adopt such similar code, as
required under the SOX Act, the Company has adopted a
code of ethics that is applicable to the Company’s principal
executive officers, principal financial officers, principal
accounting officers or persons performing similar functions.
Section 303A.12(a) of the NYSE Listed Company Manual
provides that each listed company’s chief executive officer
must certify to the NYSE each year that he or she is not
aware of any violation by the company of NYSE corporate
governance listing standards. The Company’s chief
executive officer is not required, under the applicable Hong
Kong law, to make similar certifications.
Continuous Evolvement of Corporate
Governance
We will closely study the development of corporate
governance practices among the world’s leading
corporations, future evolution of the relevant regulatory
environment and the requirements of the investors on an
ongoing basis. We will also review and enhance our
corporate governance procedures and practices from time
to time so as to ensure the long-term sustainable
development of the Company.
In accordance with the requirements of section 303A.11 of
the NYSE Listed Company Manual, the following is a
summary of the significant differences between the
Company’s corporate governance practices and those
required to be followed by U.S. companies under the
NYSE’s listing standards.
Section 303A.01 of the NYSE Listed Company Manual
provides that listed companies must have a majority of
independent directors. As a listed company in Hong Kong,
the Company is subject to the requirement under the Hong
Kong Listing Rules that at least one-third of its board be
independent non-executive directors as determined under
the Hong Kong Listing Rules. The Company has 3
independent non-executive directors out of a total of 9
directors. The Hong Kong Listing Rules set forth standards
for establishing independence, which differ from those set
forth in the NYSE Listed Company Manual.
Section 303A.03 of the NYSE Listed Company Manual
provides that listed companies must schedule regular
executive sessions in which non-management directors
meet without management participation. As a listed
company in Hong Kong, we are subject to the requirement
under the Hong Kong Listing Rules that our Chairman
should hold meetings at least annually with the non-
executive directors (including INEDs) without the presence of
executive directors.
Section 303A.04 of the NYSE Listed Company Manual
provides that the nominating/corporate governance
committee of a listed company must have a written charter
that addresses the committee’s purpose and responsibilities,
which include, among others, the development and
recommendation of corporate governance guidelines to the
listed company’s board of directors. Our Board is
responsible for performing the corporate governance duties,
including developing and reviewing our policies and
practices of corporate governance.