11Corporate Governance

While TCL Communication Technology Holdings Limited (the “Company”) is moving into the world market at an unprecedented pace, the Group is also becoming increasingly responsible to shareholders worldwide. The Board of directors (the "Directors") of the Company (the "Board") is committed to enhance the Group's corporate governance standards by improving corporate transparency through effective channels of information disclosure: for instance, the Board has adopted the code provisions of the Code on Corporate Governance Practices set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the “Listing Rules”) as guidelines for corporate governance of the Groups, and has taken steps to comply with the CG Code wherever appropriate. The Board believes that good corporate governance is beneficial for maintaining close and trustful relationships and effective communication with its employees, business partners, shareholders and investors.

For details of Shareholders to propose a person for election as a director, please click here.

Memorandum and Articles of Association

For details of the Memorandum and Articles of Assocation for the Company, please click here.

Board of Directors

The Board comprises nine Directors, including three executive Directors (one of them is the chairman of the Board), three non-executive Directors ("NEDs") and three independent non-executive Directors ("INEDs").

The members of the Board, all being industry veterans, are responsible to the shareholders for formulating the overall business development targets and long-term company strategies, assessing results of management policies and monitoring performance of the management.

The Company's NEDs play an important role on the Board. Accounting for more than half of the Board members, they are experienced professionals in their respective fields. They are reasonable for ensuring that the Board maintains high standards of financial and other mandatory reporting as well as providing adequate checks and balances for safeguarding the interest of shareholders and the Group as a whole. Among the NEDs, the Company's three INEDs are professionals in different fields including telecommunications industry. Mr. LAU Siu Ki, Kevin is a professional accountant with profound financial and accounting expertise. Mr. LOOK Andrew has over 20 years' experience in the equity investment analysis of Hong Kong and China stock markets. Professor Kwok Hoi Sing is the Chair Professor of the Department of Electronic & Computer Engineering, Dr. William Mong Chair Professor of Nanotechnology and Director of Center for Display Research at the Hong Kong University of Science and Technology. He enjoys a good reputation in his professional area and has been a Chairman and a member of program committees of many international conferences.

The insight and extensive experience of the members of the Board contribute greatly towards the Group's success.

For details of list of directors and their role and function, please click here.

Audit Committee

The audit committee of the Board consists of three INEDs and one NED . It meets at least 4 times a year to review the truthfulness, completeness, and accuracy of the Group's financial statements. The audit committee is accountable to the Board and assists the Board in meeting its responsibilities in ensuring an effective and adequate system of internal controls and for meeting its external financial reporting obligations and compliance with other legal and regulatory requirements. The committee also oversees the scope of work of external auditors.

Members of Audit Committee
Mr. LAU Siu Ki (Committee Chairman)
Mr. LOOK Andrew
Mr. KWOK Hoi Sing
Mr. HUANG Xubin

For details of the terms of reference of the Audit Committee, please click here.

Remuneration Committee

The remuneration committee of the Board, consists of three INEDs and one NED, meets regularly to make recommendations to the Board on the Company's policy and structure for all remuneration of directors and senior management, and on the establishment of a formal and transparent procedure for developing policy on such remuneration. The committee also reviews and approves the performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time.

Members of Remuneration Committee
Mr. LAU Siu Ki (Committee Chairman)
Mr. LOOK Andrew
Mr. KOWK Hoi Sing
Mr. LIAO Qian

For details of the terms of reference of the Remuneration Committee, please click here.

Nomination Committee

The nomination committee of the Board currently comprises three INEDs and one NED  , namely, Mr. KWOK Hoi Sing, Mr. LAU Siu Ki, Mr. LOOK Andrew and Ms. XU Fang, with Mr. KWOK Hoi Sing as the Chairman of the Nomination Committee. The principal duties of the Nomination Committee are to identify and nominate suitable candidates for the appointment of the Directors and make recommendations to the Board on succession planning for the Directors.

Members of Nomination Committee
Mr. KOWK Hoi Sing (Committee Chairman)
Mr. LOOK Andrew
Mr. LAU Siu Ki
Ms. LIAO Qian

For details of the terms of reference of the Nomination Committee, please click here.

Internal Management

The overall internal operation of the Group is overseen by the chief executive officer who also receives reports from various department heads on business strategies, operation plans, budget as well as general management issues on a regular basis or when necessary.

The Executive Committee of the Board was established in April 2008, delegated responsibilities by the Board, to make certain decision for the management of the Group. Currently the Executive Committee of the Board comprises Mr. LI Dongsheng, Mr. GUO Aiping and Mr. Nicolas Daniel Bernard ZIBELL. 

Information Disclosure

As a listed company on the Main Board of the Stock Exchange, apart from interim and annual results announcements made in accordance with the listing rules, the Group has volunteered to issue additional quarterly results and monthly sales figures to provide investors and public with additional information for evaluating the Group's performance in a timely manner.