2012 Annual Report - ZTE

ZTE CORPORATIONCorporate Governance Structure3. Interests of Directors, Supervisors and Chief Executive Officer in shares or debenturesThe interests in shares of the Company held by Directors, Supervisors and Chief Executive Officer of theCompany as at 31 December 2012 are set out in the section of this report headed “Directors, Supervisors, SeniorManagement and Employees — (II) Changes in the shareholdings of the Company’s Directors, Supervisors andsenior management and annual remuneration.”Save as disclosed above, as at 31 December 2012, none of the Directors, Supervisors and Chief Executive Officerof the Company had any interest or short position in the shares, underlying shares and debentures of the Companyand its associated corporations (within the meaning of Part XV of the SFO) that is required to be recorded inthe register to be kept under Section 352 of the SFO, or otherwise notified to the Company and the Hong KongStock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “ModelCode”) as set out in Appendix 10 to the Hong Kong Listing Rules.As at 31 December 2012, none of the Directors, Supervisors or the Chief Executive Officer of the Company, ortheir respective spouses or children under the age of 18 had been granted or had exercised any rights to subscribefor the share capital or debentures of the Company or its associated corporations.4. Securities transactions by Directors and SupervisorsThe Directors of the Company confirmed that the Company has adopted the Model Code. Upon due enquiry withall Directors and Supervisors, the Company is not aware of any information that reasonably indicate non-compliancewith code provisions set out in the Model Code by consulting Director or Supervisor during the reporting period.V. Remuneration Package and Retirement Benefits for EmployeesThe remuneration package for the Group’s employees includes salary, bonuses and allowances. Our employeesalso receive welfare benefits including medical care, housing subsidies, retirement and other miscellaneousbenefits. In accordance with applicable PRC regulations, the Group participated in social insurance contributionplans organised by the relevant government authorities, under which we paid monthly contributions towards eachemployee’s social insurance in an amount equivalent to a specified percentage of his/her monthly salaries. Furtherdetails of the remuneration of top 5 employees of the Company for the year are set out in Note 9 to the financialstatements prepared in accordance with HKFRSs.Details of staff retirement benefits provided by the Group are set out in Note 37 to the financial statementsprepared in accordance with HKFRSs.VI.Auditors’ RemunerationFor details of the remuneration of the auditors of the Company, please refer to the section of this report headed“Material Matters — (XVI) Appointment of Auditors”.VII.Company SecretaryThe Company Secretary (Mr. Feng Jianxiong) is responsible for facilitating the procedures of the Board ofDirectors of the Company and communications among Directors, between Directors and shareholders and amongthe management. A brief biography of the Company Secretary is set out in the section of this report headed“Directors, Supervisors, Senior Management and Employees — (I) Biographical Details of Directors, Supervisorsand Senior Management”. In 2012, the Company Secretary received more than 15 hours of training to upgradehis professional skills and expertise.142