2012 Annual Report - ZTE

ZTE CORPORATIONCorporate Governance StructureAttendance of Independent Non-executive Directors of the Company at Board of Directors meetings and generalmeetings in 2012 was as follows:Independent NonexecutiveDirectorsNumberof Boardmeetingsrequired toattendNumber ofpersonalattendance(includingvideoconference)Number ofattendance viacommunicationsAttendanceby proxyAbsenceFailure topersonallyattend at twoconsecutivemeetingsAttendanceat generalmeetingsQu Xiaohui 14 9 3 2 0 Yes Note 2Wei Wei 14 10 3 1 0 No 1Chen Naiwei 14 9 3 2 0 No 1Tan Zhenhui 14 7 3 4 0 No 2Timothy AlexanderSteinert 14 11 3 0 0 No 1Note: Due to work reasons, Independent Non-executive Director Ms. Qu Xiaohui was not able to attend the Twenty-fifth and Twenty-sixth Meetingsof the Fifth Session of the Board of Directors and appointed in writing Independent Non-executive Director Mr. Wei Wei to vote on herbehalf.The Company has adopted recommendations in respect of the Company proposed by the Independent NonexecutiveDirectors. For details, please refer to the “2012 Report on the Performance of Duties by IndependentNon-executive Directors” published on http://www.cninfo.com.cn on 28 March 2013.V. Performance of principal duties by specialist committees of the Board of Directors1. Performance of principal duties by the Audit CommitteeDuring the year, the Audit Committee diligently performed its duties in accordance with the Rules of the AuditCommittee and the “Guidelines for Work of the Audit Committee relating to the Annual Report” and performedduties such as the vetting of the annual auditing and supervision and inspection of the building and improvementof the Company’s internal controls.(1) Issue of three review opinions on the 2012 financial report of the CompanyMembers of the Audit Committee boast rich expertise and experience in financial operations. During the year,the Audit Committee issued three review opinions on the annual financial report in accordance with relevantrequirements of the CSRC.The Audit Committee first examined the unaudited financial statements and issued an opinion in writing. The AuditCommittee was of the view that: relevant accounting standards had been appropriately applied and all significantaccounting systems adopted had been consistent with those adopted for 2011; key financial indicators calculatedon the basis of data from the 2012 management accounts were consistent with preliminary judgements made bythe Committee members based on known facts and comparison with financial indicators of 2011. The passing ofthe financial statements to the PRC and Hong Kong auditors for auditing was approved.Next, following timely review of the preliminary opinion of the audit report and discussions with the PRC andHong Kong auditors, the Audit Committee was of the view that the preliminary audit results of the 2012 annualreport was in compliance with the new accounting standards for business enterprises and their practice notes.124