2012 Annual Report - ZTE

ANNUAL REPORT 2012e) consider the report on the Company’s implementation of remuneration matters in 2011;f) consider the report on the Company’s remuneration budget in 2012;g) consider the resolution on Performance Management Measures for the President of the Company for 2012,and submit the same to the Board of Directors for consideration and approval;h) consider the resolution on Performance Management Measures for other senior management personnel ofthe Company for 2012, and submit the same to the Board of Directors for consideration and approval;i) consider the resolution on the amendment of certain clauses of the Working Rules of the Remuneration andEvaluation Committee, and submit the same to the Board of Directors for consideration and approval;j) consider the resolution on the proposed application for retrospective increase of the performance bonus for2011;k) consider the resolution of the Company on the renewal of “Directors’, Supervisors’ and senior management’sliability insurance,” and submit the same to the Board of Directors for consideration and approval;l) review the resolution on the third unlocking of the Subject Shares under the Second Award of the PhaseI Share Incentive Scheme of the Company and submit the same for review and approval by the Board ofDirectors of the Company; andm) perform work relating to the third unlocking of the Subject Shares under the Second Award of the Phase IShare Incentive Scheme of the Company.(II)The Nomination Committee1. The role and functions of the Nomination CommitteeThe Nomination Committee is primarily responsible for considering standards and procedures for the selectionof Directors and senior management of the Company. The committee considers the criteria, procedures andduration of appointment for Directors and senior management of the Company in accordance with relevant lawsand regulations and the Articles of Association and taking into account the actual conditions of the Company.The Nomination Committee then submits a proposal to the Board of Directors for its approval, and implementsthe decisions made by the Board of Directors and general meetings (if applicable).2. Members and Meetings of the Nomination CommitteeThe Nomination Committee comprises 7 members, including 4 Independent Non-executive Directors and 3 NonexecutiveDirectors. As at the end of the reporting period, the convenor of the Nomination Committee of the FifthSession of the Board of Directors is Mr. Tan Zhenhui, Independent Non-executive Director, and members of thecommittee include Mr. Hou Weigui, Mr. Xie Weiliang, Mr. Wang Zhanchen, Mr. Wei Wei, Mr. Chen Naiwei and Mr.Timothy Alexander Steinert.135