2012 Annual Report - ZTE

ANNUAL REPORT 2012regular Board of Directors meeting (including information in relation to each of the meetings of specialistcommittees of the Board of Directors) not later than 3 days prior to the commencement of the meeting toensure all Directors are briefed on matters to be considered in the meeting in advance.As for interim Board of Directors meetings which are convened by means of voting by communication at therequest of the Company’s management, information about the meeting would be provided simultaneouslyto all Directors via email and facsimile and sufficient time would be given to the Directors to consider thematters. The secretary to the Board of Directors would respond to any questions raised by the Directorsand take appropriate action in a timely manner to assist Directors to ensure that the procedures of theBoard of Directors is in compliance with the applicable regulations, such as the Company Law, the Articlesof Association and the Hong Kong Listing Rules.3. Minutes of each Board of Directors meetings should be signed by the attending Directors and person takingthe minutes, and be kept for a term of 10 years, during which the minutes are available for Directors’inspection from time to time upon their request.4. Where any matters (including connected transactions) to be considered by the Board of Directors aredeemed to involve a material conflict of interest, any Directors who are by any means connected with suchtransactions would abstain from voting.(V)Respective scopes of delegation and duties of the Board of Directors and the managementThe scopes of delegation and duties of the Board of Directors and the management have been clearly defined.Duties of the Board of Directors are set forth in Article 160 of the Articles of Association, summary of which canbe found in the section headed “II (I) Functions of the Board” under Part II of this chapter. The managementshould be responsible for day-to-day operation and management and be accountable to the Board of Directorsby furnishing adequate information to the Board of Directors and the specialist committees in a timely mannerto enable them to make informed decisions. Each Director is entitled to obtain further information from themanagement of the Company.(VI)Chairman and the Chief Executive OfficerThe offices of the Chairman and that of the Chief Executive Officer are two distinctively separated positions,assumed by Mr. Hou Weigui and Mr. Shi Lirong, respectively. Their respective duties and functions are clearlydefined in the Articles of Association. Duties of the Chairman and the Chief Executive Officer of the Company areset forth in Articles 164 and 181 of the Articles of Association, respectively.The Chairman of the Company is responsible for the operation of the Board of Directors and advising the Boardof Directors and the Group on the overall strategy and policies of the Company so as to ensure that all Directorsact in the best interest of the shareholders.The Chief Executive Officer of the Company is responsible for leading the management team of the Group to takecharge of the day-to-day management and operation of the Company according to the objectives and directionsset up by the Board of Directors and the internal control policy and procedure of the Company.The Chief Executive Officer of the Company should maintain ongoing communications with the Chairman and allDirectors and report his work to the Board of Directors regularly to ensure that all Directors are well informed ofany material business development.131