2012 Annual Report - ZTE

ZTE CORPORATIONCorporate Governance Structure2. Members and Meetings of the Remuneration and Evaluation CommitteeThe Remuneration and Evaluation Committee comprises 6 members, including 4 Independent Non-executiveDirectors and 2 Non-executive Directors. As at the end of the reporting period, the convenor of the Remunerationand Evaluation Committee of the Fifth Session of the Board of Directors is Mr. Wei Wei, Independent NonexecutiveDirector. Members of the committee include Mr. Hou Weigui, Mr. Zhang Jianheng, Ms. Qu Xiaohui, Mr.Tan Zhenhui and Mr. Timothy Alexander Steinert. The Remuneration and Evaluation Committee held 5 meetingsin 2012. Attendance at the meetings was as follows:Members of the Remunerationand Evaluation Committee Attendance in person Attendance by proxyWei Wei 5/5 0/5Hou Weigui 4/5 1/5Lei Fanpei (resigned with effect from 9 February 2012) 0/0 0/0Zhang Jianheng (appointed with effect from 11 April 2012) 3/3 0/3Qu Xiaohui 5/5 0/5Tan Zhenhui 5/5 0/5Timothy Alexander Steinert 5/5 0/53. The decision-making process and criteria for determining remuneration for Directors and seniormanagementThe Remuneration and Evaluation Committee makes recommendations to the Board of Directors on the allowancesfor Directors by reference to the work performance of the Directors of the Company as well as the levels offeredby other listed companies in the industry. Such recommendations shall be confirmed upon consideration andapproval both by the Board of Directors and the general meeting, namely in the manner set out in Code B.1.2(c)(ii) of Appendix 14 to the Hong Kong Listing Rules.The Remuneration and Evaluation Committee reviews remuneration appraisals on an annual basis to determine theannual remuneration budget. It also conducts annual performance appraisals in respect of each senior managementpersonnel of the Company and determines the remuneration of such senior management personnel based on theresults of such appraisals for implementation after consideration and approval by the Board of Directors.4. Work of the Remuneration and Evaluation Committee during the yearThe Remuneration and Evaluation Committee held 5 meetings in 2012 to:a) review the preliminary drafts of the Company’s evaluation and incentive plans for the President, ExecutiveVice Presidents and Senior Vice Presidents of 2012;b) consider the resolution on the performance of and annual bonus amount for the President of the Companyfor 2011, and submit the same to the Board of Directors for consideration and approval;c) consider the resolution on the performance of and annual bonus amount for other senior managementpersonnel of the Company for 2011, and submit the same to the Board of Directors for consideration andapproval;d) consider the resolution on the principles for determining the 2011 annual bonus amount for the Chairmanof the Board of Directors and the Chairman of the Supervisory Committee;134