China Mobile Co., Ltd
Report on the work of independent non-executive directors in 2021
1、 Basic information of independent non-executive directors
As of March 23, 2022, the board of directors of China Mobile Co., Ltd. (hereinafter referred to as "the company") has four independent non-executive directors, namely, Dr. Zheng Muzhi, Mr. Zhou Wenyao, Mr. Yao Jianhua and Dr. Yang Qiang, which comply with the articles of association of China Mobile Co., Ltd. (hereinafter referred to as "the articles of association") and relevant regulatory requirements. The company's audit committee, remuneration committee and nomination committee are chaired by independent non-executive directors. The independence of the company's independent non-executive director meets the relevant regulatory requirements, and there is no situation that affects the independence of serving as the company's independent non-executive director. The main work experience of independent non-executive directors and their employment or part-time job in other units are as follows:
Dr. Zheng Muzhi GBM, GBS, OBE, JP
Dr. Zheng Muzhi joined the board of directors of the company in March 2003 and was appointed chairman of the Remuneration Committee of the company in May 2016. Dr. Zheng is a practicing lawyer. From 1994 to 2015, he served as the chief partner of Hu Baiquan law firm and is now the consultant lawyer of the firm. He was a member of the Legislative Council of Hong Kong and chairman of the insurance authority. He is the founding chairman of the Hong Kong Institute of directors and is now the honorary president and honorary chairman of the association. Dr. Zheng is now a director of Liao Chuangxing Enterprise Co., Ltd., China Resources beer (holding) Co., Ltd., Ganghua Smart Energy Co., Ltd. (formerly known as Ganghua Gas Co., Ltd.), Jiahua International Group Co., Ltd., Yuehai Investment Co., Ltd., Tian'an China Investment Co., Ltd. and Hong Kong China Gas Co., Ltd., all of which are listed companies in Hong Kong. He was a non-executive director of Kaida Group Co., Ltd.
Mr Chow man yew GBS, SBS, JP
Mr. Zhou Wenyao joined the board of directors of the company in May 2013 and was appointed as the chairman of the nomination committee of the company in May 2016. Mr. Zhou served as the president of HSBC Investment Management (Hong Kong) Limited in Asia Pacific (excluding Japan) from 1997 to 2003, the executive director and chief executive officer of Hong Kong Exchanges and Clearing Limited from April 2003 to January 2010, and the chairman of Hong Kong Cyberport Management Limited from June 2010 to may 2016 He served as an independent non-executive director of Bank Of China Limited(601988) from October 2010 to August 2016, a member of the government innovation and Technology Steering Committee of the Hong Kong Special Administrative Region from April 2015 to March 2017, and an independent non-executive director of China CITIC Corporation from March 2016 to June 2019, And from April 2015 to may 2020, he served as the director of Swiss Baosheng Group Co., Ltd. and Swiss Baosheng bank
Mr. Yao Jianhua
Mr. Yao Jianhua joined the board of directors of the company in March 2017 and was appointed chairman of the audit committee of the company in May 2018. Mr. Yao is currently the chairman of the Hong Kong Insurance Authority and a director of the Hong Kong Institute of finance, an independent non-executive director of the Hong Kong Exchanges and Clearing Limited and Anta sporting goods limited, a member of the Council and treasurer of the Hong Kong University of science and technology, and a member of the exchange Fund Advisory Committee of the Hong Kong Monetary Authority and the complaints committee of the Independent Commission against corruption. Mr. Yao joined the Hong Kong Branch of global accounting firm KPMG ("KPMG") in 1983 and was transferred to KPMG's London branch from 1987 to 1989. Mr. Yao became a partner of KPMG in 1994, served as the managing partner of KPMG audit from 2007 to 2010, served as the chairman and CEO of KPMG China and Hong Kong, the Executive Committee and board member of KPMG international and Asia Pacific from April 2011 to March 2015. Mr. Yao also served as a member of the audit professional reform advisory committee and the China Mainland Affairs Committee of the Hong Kong Institute of certified public accountants. Mr. Yao is a senior member of the Institute of Chartered Certified Public Accountants, the Hong Kong Institute of certified public accountants and the Institute of Chartered Accountants in England and Wales. Mr. Yao obtained a diploma in accounting from the Hong Kong Polytechnic Institute (now known as the Hong Kong Polytechnic University) in 1983 and a master of business administration from the University of Warwick in the United Kingdom.
Dr. Yang Qiang
Dr. Yang Qiang joined the board of directors of the company in May 2018. Dr. Yang is now the chief AI officer of Shenzhen Qianhai Weizhong Bank Co., Ltd., the chair professor of Hong Kong University of science and Technology (HKUST) and the former head of the Department of computer science and engineering, and the co-founder of Shenzhen Qianhai fourth paradigm Data Technology Co., Ltd. Dr. Yang served as assistant professor and lifelong associate professor in the Department of computer science of the University of Waterloo, Canada from September 1989 to August 1995, lifelong associate professor, director of industrial research and professor in the school of computer science of Simon Fraser University, Canada from August 1995 to August 2001, and associate professor and Professor in the Department of computer science and engineering of the Hong Kong University of science and technology from August 2001 to June 2012 Deputy Dean, etc. Dr. Yang served as the founding director of Huawei Noah's Ark laboratory from 2012 to November 2014, chairman of the International Federation of artificial intelligence (IJCAI) from 2017 to 2019, member of the Executive Committee of the Association for the promotion of artificial intelligence (AAAI) from 2016 to 2019, and chairman of the AAAI conference in 2021. Dr. Yang is a fellow of AAAI, ACM, IEEE and other international societies. Dr. Yang received a bachelor's degree in Astrophysics from Peking University in 1982, a master's degree in Astrophysics and computer science from the University of Maryland in 1985 and 1987, respectively, and a doctor's degree in computer science from the University of Maryland in 1989.
2、 Annual performance of independent non-executive directors
(I) attendance at general meetings of shareholders, meetings of the board of directors and special committees
In 2021, the company held two general meetings of shareholders and reviewed and approved 21 proposals in total; The board of directors held 7 meetings, considered and approved 63 proposals and listened to 12 reports; Held 9 special committees of the board of directors, considered and approved 43 proposals and listened to 12 reports. The attendance of independent non-executive directors at the general meeting of shareholders, meetings of the board of directors and special committees of the board of directors is as follows:
Number of attendance in person / number of meetings held during the term of office
Special Committee of the board of directors
Directors shareholders board of directors
General meeting review committee remuneration committee Nomination Committee
Zheng Muzhi 2 / 2 7 / 7 7 1 / 1 1 / 1
Zhou Wenyao 2 / 2 7 / 7 7 1 / 1 1 / 1
Yao Jianhua 2 / 2 7 / 7 7 1 / 1 1 / 1
Yang Qiang 2 / 2 7 / 7 7 / 7 --
Note: 1 The "number of attendance in person" of the meeting includes on-site attendance and participation in the meeting by telephone and video.
2. The directors who fail to attend the meetings of the board of directors and professional committees in person have entrusted other directors to attend and exercise their voting rights on their behalf. The independent non-executive directors of the company actively attend the meetings of the general meeting of shareholders, the board of directors and special committees, carefully review the meeting materials before the meeting, actively participate in the pre meeting communication, take the initiative to learn about the relevant situation from the company, actively discuss at the meeting and put forward constructive opinions; And expressed independent opinions on related party (connected) transactions and other matters.
(II) cooperation of the company with independent directors
In order to cooperate with the independent directors in performing their duties, the company guarantees the independent directors' right to know, provides necessary working conditions, and actively responds to the relevant requirements of the independent directors. The company has provided a number of services and support for independent directors to perform their duties, including receiving relevant training, actively responding to the needs of directors, and providing all kinds of performance information and reference information in a timely manner.
3、 Key issues of annual performance of independent non-executive directors
The independent non-executive directors of the company focused on the nomination and remuneration of senior managers, raised funds, cash dividends and other investor returns, made clear judgments on relevant key matters in accordance with the law, and independently and objectively expressed their opinions and put forward suggestions.
(I) related party (connected) transactions
The independent non-executive directors attached great importance to the management of related party (connected) transactions. During the reporting period, the independent non-executive directors of the company reviewed the related party (connected) transaction report and other matters in accordance with relevant regulations, improved the related party (connected) transaction management system, continued to pay attention to the basic situation of the company's related party (connected) transactions, and ensured that the related party (connected) transactions were carried out in accordance with the law and commercial principles.
(II) external guarantee and fund occupation
The independent non-executive directors of the company checked the external guarantee of the company based on the principles of impartiality, fairness and objectivity. The independent non-executive director of the company believes that the risk control of the company's guarantee is effective and there is no illegal external guarantee.
(III) use of raised funds
The raised funds of the company shall be used in accordance with the purposes disclosed in the prospectus and the prospectus.
(IV) nomination and remuneration of senior managers
In 2021, the target value and actual completion value of annual assessment indicators of senior management were reviewed. The independent non-executive directors agree with the nomination and remuneration of the company's senior managers.
(V) performance forecast and performance express
During the reporting period, the company did not need to issue performance forecast and performance express.
(VI) appointment or replacement of accounting firms
During the reporting period, in order to ensure the independence and objectivity of the company's audit work, the company hired KPMG Huazhen Certified Public Accountants (special general partnership) and KPMG certified public accountants as the auditors of the company's 2021 financial report.
(VII) cash dividends and other investor returns
The formulation and implementation of the company's cash dividend policy comply with the provisions of the articles of association and the requirements of the resolutions of the general meeting of shareholders. The decision-making procedures and mechanism are complete and reviewed and approved by the independent non-executive director.
(VIII) performance of commitments of the company and shareholders
Up to now, the commitments made by the company and its controlling shareholders, directors and senior managers during the company's initial public offering of A-Shares have been fulfilled.
(IX) implementation of information disclosure
During the reporting period, the company strictly implemented the requirements of laws and regulations and fulfilled the obligation of information disclosure in a timely and complete manner. The independent non-executive directors of the company actively performed their duties in the preparation and disclosure of the annual report and fully communicated and discussed the annual audit with the external auditors.
(x) implementation of internal control
In 2021, the company has maintained effective internal control in all major and important aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations, and there are no major defects and important defects in the internal control of financial reports and non-financial reports.
（11） Operation of the board of directors and its subordinate special committees
In accordance with the articles of association and other provisions, the independent non-executive directors of the company attended the board meeting on time, deliberated 63 proposals and listened to 12 reports.
The audit committee held 7 meetings by video and telephone in 2021, considered 43 proposals, and put forward opinions and suggestions to the board of directors on the annual performance in 2020 and the interim performance in 2021, the replacement of auditors, the issuance of RMB shares, continuous connected (connected) transactions, etc.
The Remuneration Committee held a meeting on-site and video in 2021 and considered a proposal on the target value and actual completion value of the assessment indicators of the senior management in 2020.
In 2021, the nomination committee held a meeting in an on-site manner and considered a proposal on the structure and composition of the board of directors of listed companies.
4、 Comprehensive evaluation and suggestions
During his tenure, the independent non-executive directors of the company paid enough time and energy to perform their duties in strict accordance with the requirements of laws, regulations, regulatory rules and the articles of association, gave full play to their professional advantages, participated in various decisions of the board of directors in good faith, diligence, independence and rigor, earnestly safeguarded the interests of the company, paid attention to the legitimate rights and interests of minority shareholders, and contributed to the sustainable and healthy development of the company.
Independent non-executive directors of China Mobile Limited Zheng Muzhi, Zhou Wenyao, Yao Jianhua and Yang Qiang March 23, 2022
