Huawei 2011 Annual Report Download - page 75

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70
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Corporate Governance Report
Board of Directors and Committees
The BOD is the decision-making body for corporate
strategy and management. The BOD guides and
oversees the overall business operations and makes
decisions on significant strategic issues. The BOD
established the Executive Committee, which acts as the
executive body of the BOD while the BOD is adjourned.
The BOD has also established the Human Resources
Committee, the Finance Committee, the Strategy &
Development Committee, and the Audit Committee to
assist the BOD in overseeing the company's operations.
The key roles and responsibilities of the BOD include:
■Deciding on the company's strategic directions;
approving its medium-to-long-term business plan;
monitoring the execution of the plan.
■Providing advice and guidance to management
regarding signicant issues, including major risks and
market changes.
■Reviewing the company's business operations and
organizational processes; approving major organizational
restructurings, business transformations, and process
transformations.
■Approving the company's major financial policies,
nancial arrangements, and business transactions.
■Approving the company's operational and financial
results; approving the company's nancial statements.
■Establishing the company's monitoring mechanisms
and overseeing their execution.
■Establishing the company's governance structure and
organizing its optimization and deployment.
■Deciding on the selection, appraisal, and compensation
of the Chief Executive Ofcer; approving the appointment
and compensation of other members of senior
management.
■Approving the corporate-level HR planning and major
HR policies.
In 2011, the BOD held 12 meetings, reviewed, and
released a series of documents related to the overall
corporate governance architecture, operating principles
and mechanisms for corporate governance, and the
operational regulations of the Executive Committee.
Throughout the year, the BOD also reviewed and
approved the annual business plan and budget, quarterly
operational performance reports, the strategic direction
and organizational setup for new businesses, investment
and merger & acquisition projects, appointments and
compensation policies for senior management, and other
major HR and nancial policies. The BOD also agreed on
a set of resolutions on the company's strategic directions,
major investment decisions, and nancing arrangements.
The BOD is comprised of 13 members, who were elected
by all the Representatives. The members of the BOD are
Chairwoman Ms. Sun Yafang, Deputy Chairmen Mr. Guo
Ping, Mr. Xu Zhijun, Mr. Hu Houkun, Mr. Ren Zhengfei,
Executive Directors Mr. Xu Wenwei, Mr. Li Jie, Mr. Ding
Yun, Ms. Meng Wanzhou, and Directors Ms. Chen
Lifang, Mr. Wan Biao, Mr. Zhang Ping'an, and Mr. Yu
Chengdong.