Corporate Governance

Board of Directors

About the Board of Directors

The Board of Directors (BOD) is the highest body responsible for corporate strategy, operations management, and customer satisfaction. The BOD's mission is to lead the company forward. It exercises decision-making authority for corporate strategy and operations management, and ensures customer and shareholder interests are protected.

The main responsibilities of the BOD are to:

• Develop proposals for corporate governance.
• Review proposals to increase or decrease the company's registered capital, as well as proposals related to profit distribution and loss recovery.
• Review the company's stock options plan and other long-term incentive plans.
• Review or approve plans for entering and exiting different industry sectors, and approve the company's strategic plan.
• Approve major organizational restructuring, management system development, and business transformation.
• Approve major financial policies, financial plans, and business transactions.
• Approve the company's annual budget proposal, annual operations report, and annual audit report.
• Approve the appointment/removal, compensation, and long-term incentives of senior management.
• Approve major HR policies and plans at the corporate level.
• Approve proposals for managing major risks and crises, and manage major emergencies.
• Approve the development of internal controls and compliance systems.

From the left in the first row: Ms. Meng Wanzhou, Mr. Hu Houkun, Mr. Guo Ping, Mr. Xu Zhijun, and Mr. Liang Hua
From the left in the second row: Ms. He Tingbo, Mr. Xu Wenwei, Mr. Yan Lida, Mr. Ding Yun, Mr. Ren Zhengfei, Mr. Tao Jingwen, Mr. Li Yingtao, Mr. Wang Tao, Mr. Peng Zhongyang, Mr. Yu Chengdong, Ms. Chen Lifang, and Mr. Yao Fuhai

Currently, the BOD is comprised of 17 members, who were elected by the Commission and voted in by the Shareholders' Meeting.

Current board members include:

• Chairman: Mr. Liang Hua
• Deputy Chairs: Mr. Guo Ping, Mr. Xu Zhijun, Mr. Hu Houkun, and Ms. Meng Wanzhou
• Executive Directors: Mr. Ding Yun, Mr. Yu Chengdong, and Mr. Wang Tao
• Directors: Mr. Xu Wenwei, Ms. Chen Lifang, Mr. Peng Zhongyang, Ms. He Tingbo, Mr. Li Yingtao, Mr. Ren Zhengfei, Mr. Yao Fuhai, Mr. Tao Jingwen, and Mr. Yan Lida

In the event that there is a vacancy in the BOD, alternate directors will take up the vacancy in a predetermined sequence. In November 2020, Mr. Zhao Ming resigned as an alternate director. Currently, alternate directors include Mr. Li Jianguo and Mr. Peng Bo.

Operations of the Board of Directors

In 2020, the BOD held 10 meetings. At the meetings, the BOD reviewed and approved matters such as the company's medium-to-long-term strategic plan, as well as the company's annual business plan, audit report, profit distribution, capital increases, and the proposal for selling the Honor business.

The BOD has established the Executive Committee, which acts as the standing executive body of the BOD. Entrusted by the BOD, the Executive Committee examines and reflects on major issues within the company, decides on issues authorized by the BOD, and oversees their execution. In 2020, the Executive Committee held 18 meetings.

Members of the BOD Executive Committee include Mr. Guo Ping, Mr. Xu Zhijun, Mr. Hu Houkun, Ms. Meng Wanzhou, Mr. Ding Yun, Mr. Yu Chengdong, and Mr. Wang Tao.

The BOD and its Executive Committee are led by rotating chairs. During their terms, the rotating chairs serve as the foremost leader of the company. Rotating chairs' terms last six months at a time. The rotation schedule is as follows:

Mr. Xu Zhijun:

October 1, 2019 to March 31, 2020

April 1, 2021 to September 30, 2021

October 1, 2022 to March 31, 2023

Mr. Guo Ping:

October 1, 2018 to March 31, 2019

April 1, 2020 to September 30, 2020

October 1, 2021 to March 31, 2022

Mr. Hu Houkun:

April 1, 2019 to September 30, 2019

October 1, 2020 to March 31, 2021

April 1, 2022 to September 30, 2022

Supervisory Board

About the Supervisory Board

Pursuant to the requirements of the Company Law of the People's Republic of China, Huawei has established its Supervisory Board. The key responsibilities of the Supervisory Board include overseeing the responsibility fulfillment of BOD members and senior management, monitoring the company's operational and financial status, and supervising compliance. Members of the Supervisory Board attend BOD and EMT meetings as non-voting participants.

The Supervisory Board held 11 meetings in 2020. At the meetings, it reviewed the company's annual financial statements, inspected major areas that may face risks, and guided and managed oversight-oriented members of the Subsidiary Board Directors Resources Bureau.

Throughout the year, members of the Supervisory Board attended all meetings of the BOD as non-voting participants, overseeing the legitimacy of BOD decisions and operations, as well as the responsibility fulfillment of BOD members and other executives, and assessed BOD members' responsibility fulfilment in 2019.

The members of the Supervisory Board were elected by the Commission and voted in by the Shareholders' Meeting.

The Supervisory Board currently has 7 members, including:

• Chairman: Mr. Li Jie
• Executive members: Mr. Ren Shulu, Mr. Li Jin'ge, and Mr. Li Dafeng
• Members: Mr. Song Liuping, Mr. Tian Feng, and Mr. Yi Xiang

The Supervisory Board has established the Executive Committee, which acts as authorized by the Supervisory Board. Members of the Executive Committee are Mr. Li Jie, Mr. Ren Shulu, Mr. Li Jin'ge, and Mr. Li Dafeng.

Mr. Li Jie

Chairman of the Supervisory Board

Born in 1967, Mr. Li holds a bachelor's degree in wireless communications and a master's degree in computer image processing from Xi'an Jiaotong University. Mr. Li joined Huawei in 1992 and has served as an R&D engineer, General Manager of a representative office in China, General Manager of the Moscow Representative Office, President of the Commonwealth of Independent States Region, President of the Global Technical Sales Dept, President of the Global Technical Service Dept, President of the Human Resource Mgmt Dept, President of the Joint Committee of Regions, President of Huawei University, and President of the Corporate Leadership Mgmt Dept. Currently, Mr. Li serves as Chairman of the Supervisory Board and Chairman of the Audit Committee.

Mr. Ren Shulu (Steven Ren)

Executive Member of the Supervisory Board

Born in 1956, Mr. Ren holds a bachelor's degree from Yunnan University. Mr. Ren joined Huawei in 1992 and has served as President of Shenzhen Smartcom Business Co., Limited, Chairman of the Capital Construction Investment Management Committee, and Chairman of the Internal Service Management Committee. Currently, Mr. Ren serves as Huawei's Chief Logistics Officer.

Mr. Li Jin'ge

Executive Member of the Supervisory Board

Born in 1968, Mr. Li holds a bachelor's degree from Beijing University of Posts and Telecommunications. Mr. Li joined Huawei in 1992 and has served as Regional Vice President, Regional President, President of the Global Technical Sales Dept, President of the Sub-Sahara Area, a member of the Joint Committee of Regions, a member of the Human Resources Committee, President of the Asia Pacific Area, a member of the Audit Committee, and President of the Internal Audit Dept.

Mr. Li Dafeng

Executive Member of the Supervisory Board

Born in 1966, Mr. Li holds a bachelor's degree from the Department of Radio Engineering, Changchun Institute of Posts and Telecommunications, and a master's degree in signal and information processing, Harbin Institute of Technology. Mr. Li joined Huawei in 1996 and has served as Deputy Sales Director of the Beijing Office, General Manager of the Tianjin Office, General Manager of the Shijiazhuang Office, Deputy Director of the China Telecom Account Dept, Deputy Sales President of the Southern Africa Region, Director of the MTN Account Dept, President of the Eastern and Southern Africa Region, President of the Sales & Delivery Finance Mgmt Dept, President of the Middle East and Africa Area, and Director of the ICT Infrastructure Managing Board Office.

Mr. Song Liuping

Member of the Supervisory Board

Born in 1966, Mr. Song completed his postdoctoral research at Beijing Institute of Technology. Mr. Song joined Huawei in 1996 and has served successively as Manager of the Product Strategy Planning Dept, Director of the IPR Dept, Director of the External Cooperation Dept, PSST member, President of the Legal Affairs Dept, President of the Patent Review Board, Director of the Trade and Customs Compliance Committee, a member of the Disciplinary and Supervisory Sub-committee of the Human Resources Committee, and a member of the AC and Finance Committee, Chief Legal Officer, and Chief Compliance Officer.

Mr. Tian Feng

Member of the Supervisory Board

Born in 1969, Mr. Tian holds a bachelor's degree from Xidian University. Mr. Tian joined Huawei in 1995 and has served as General Manager of the Shijiazhuang Office, HR Director of the Domestic Marketing Dept, Director of the Market Finance Dept, EVP of the Middle East and Northern Africa Area, President of the Middle East Region, President of the China Region, CEO of Huawei Agisson, Vice President (acting) of the Human Resource Mgmt Dept, EVP of Huawei University, Director of the Institute of Education of Huawei University, Director of the Disciplinary and Supervisory Sub-committee of the Human Resources Committee, an executive member of the Management Team of the Joint Committee of Regions, Director of the Subsidiary Board Directors Resources Bureau, President of the Central Asia and Russia Area, a member of the Management Team of the Corporate Leadership Mgmt Dept, a member of the AC, a member of the ICT Infrastructure Managing Board, Director of the Disciplinary and Supervisory Committee, President of the Asia Pacific Area, President of the Internal Audit Dept, and a member of the Supervisory Board.

Mr. Yi Xiang (Steven Yi)

Member of the Supervisory Board

Born in 1975, Mr. Yi holds a bachelor's degree from Wuhan University. Mr. Yi joined Huawei in 1998 and has served as General Manager of the Pakistan Representative Office, President of the Middle East Region, President of the Sales & Delivery Finance Mgmt Dept, Deputy CFO of Huawei, President of the Regions Mgmt Dept, and President of the America Area. Currently, Mr. Yi serves as President of the Middle East and Africa Area and a member of the ICT Infrastructure Managing Board.

The Shareholders' Meeting and the Representatives' Commission

The Shareholders' Meeting, the company's authoritative body, comprises two shareholders: the Union and Mr. Ren Zhengfei.

The Representatives' Commission (the "Commission") is the organization through which the Union fulfills shareholder responsibilities and exercises shareholder rights. The Commission consists of 115 representatives of shareholding employees ("Representatives") and exercises rights on behalf of all shareholding employees. In 2020, the Commission held two meetings, at which it reviewed and approved the report from the Board of Directors on the company's financial and operating results, the  work report from the Supervisory Board, and proposals for matters such as annual profit distribution, annual capital increases, and the sale of the Honor business.

The Representatives and Alternate Representatives are elected by the shareholding employees with voting rights, and serve for a term of five years. In the event that there is a vacancy in the Commission, the Alternate Representatives shall take up the vacancy in a predetermined sequence.

The shareholding employees with voting rights elect the Commission on a one-vote-per-share basis, after which the Commission elects the company's Board of Directors and Supervisory Board on a one-vote-per-person basis. The Commission, along with the Board of Directors and Supervisory Board, decides on, manages, and monitors major company matters.

Current members of the Commission are:

Mr. Ren Zhengfei, Ms. Sun Yafang, Mr. Liang Hua, Mr. Guo Ping, Mr. Xu Zhijun, Mr. Hu Houkun, Ms. Meng Wanzhou, Mr. Ding Yun, Mr. Yu Chengdong, Mr. Wang Tao, Mr. Xu Wenwei, Ms. Chen Lifang, Mr. Peng Zhongyang, Ms. He Tingbo, Mr. Li Yingtao, Mr. Yao Fuhai, Mr. Tao Jingwen, Mr. Yan Lida, Mr. Li Jie, Mr. Ren Shulu, Mr. Li Jin'ge, Mr. Li Dafeng, Mr. Song Liuping, Mr. Tian Feng, Mr. Yi Xiang, Mr. Li Jianguo, Mr. Peng Bo, Ms. Zhao Minglu, Ms. Shi Yanli, Ms. Zhang Xiaoqing, Mr. Gao Aozhan, Mr. Yang Shubin, Ms. Ji Hui, Mr. Zou Zhilei, Mr. Lu Yong, Mr. Peng Song, Mr. Yang Yougui, Mr. Li Peng, Mr. Cao Jibin, Mr. Wu Weitao, Mr. Chen Hao, Mr. Wang Shengniu, Mr. Wang Jianfeng, Mr. Chen Lei, Mr. Wu Hui, Mr. Meng Ping, Mr. Lv Ke, Mr. Jiang Xisheng, Mr. Pan Shaoqin, Mr. Jiang Yafei, Mr. Zhang Wenlin, Mr. Wang Weijian, Mr. Su Liqing, Mr. Luo Wencheng, Mr. Zhang Hongxi, Mr. Xiong Lening, Mr. Ying Weimin, Mr. Wu Kunhong, Mr. Wei Chengmin, Mr. Wu Qinming, Mr. Xie Guohui, Mr. Wang Kexiang, Mr. Tang Qibing, Mr. Sun Fuyou, Mr. Ma Yue, Mr. Zhou Jianjun, Mr. Xun Su, Mr. Lu Qi, Mr. Lin Baifeng, Mr. Shen Huifeng, Mr. Zheng Liangcai, Mr. Ma Qingqing, Mr. Wang Hua'nan, Mr. Bai Limin, Ms. Yang Li, Mr. Hou Jinlong, Mr. Deng Taihua, Mr. Zheng Yelai, Mr. Hu Kewen, Mr. Zhang Shunmao, Mr. Zha Jun, Mr. Zhou Hong, Mr. Ma Haixu, Mr. Liu Shaowei, Mr. Tang Xinhong, Mr. Yang Chaobin, Mr. Gong Ti, Mr. Cai Changtian, Mr. Gao Ji, Mr. Xiong Yan, Mr. Zhou Taoyuan, Mr. Wang Yixiang, Mr. Li Zhoujian, Mr. Yu Quan, Mr. He Gang, Mr. Zhang Ping'an, Mr. Bian Honglin, Mr. Wang Chenglu, Mr. Xu Qinsong, Mr. Li Xiaolong, Mr. Zhu Ping, Mr. Shao Yang, Mr. Su Jie, Mr. Zhu Yonggang, Mr. Chen Yue, Mr. Bai Yi, Mr. Wu Congcheng, Mr. Ye Xiaowen, Ms. Song Yanling, Mr. Zuo Defeng, Mr. Xia Jian, Mr. Wang Nanbin, Mr. Zheng Pingfang and Ms. Cao Yi.

Independent Auditor

An independent auditor is responsible for auditing a company's annual financial statements. In accordance with applicable accounting standards and audit procedures, the independent auditor expresses an opinion as to whether the financial statements are true and fair.

The scope of the financial audit and the annual audit results are subject to review by the Audit Committee. Any relationship or service that may potentially affect the objectivity and independence of the independent auditor must be discussed with the Audit Committee. The independent auditor may discuss any issues identified or any difficulties encountered during the course of the financial audits with the Audit Committee.

KPMG has been Huawei's independent auditor since 2000.

Internal Control

Huawei continued to design and implement an internal control system based on its organizational structure and operating model. The internal control framework and its management system apply to all business and financial processes of the company and its subsidiaries and business units. The internal control system is based on the five components of the COSO framework: Control Environment, Risk Assessment, Control Activities, Information & Communication, and Monitoring. It also covers internal controls of financial statements to ensure their truthfulness, integrity, and accuracy.

Control Environment

A control environment is the foundation of an internal control system. Huawei is committed to a corporate culture of integrity, business ethics, and compliance with laws and regulations. Huawei has issued the Business Conduct Guidelines (BCGs) to identify acceptable business conduct. The BCGs must be observed by all employees, including senior executives. Regular training programs are offered, and all employees are requested to sign the BCGs to ensure that the BCGs have been read, understood, and observed.

Huawei has implemented a mature governance structure, with clearly defined authorization and accountability mechanisms. The governance structure comprises the Board of Directors (BOD), its committees, group functions, and multi-level management teams. Huawei clearly defines the roles and responsibilities of its organizations to ensure the effective separation of authority and responsibilities as well as checks and balances through mutual oversight. The CFO of Huawei is in charge of internal controls. The business control department reports to the CFO for any possible defects and improvements already made in terms of internal controls, and assists the CFO in building the internal control environment. The internal audit department independently monitors and assesses the status of internal controls for all business operations.

Risk Assessment

Huawei has a department dedicated to internal controls and risk management to regularly assess risks to the company's global business processes. This department identifies, manages, and monitors significant risks, forecasts potential risks caused by changes to the internal and external environments, and submits risk management strategies along with risk mitigation measures for decision making. All process owners are responsible for identifying, assessing, and managing business risks and taking necessary internal control measures. Huawei has instituted a mechanism for improving internal controls and risk controls to efficiently manage critical risks.

Control Activities

Huawei has established the Global Process Management System and the Business Transformation Management System, released the global Business Process Architecture (BPA), and appointed Global Process Owners (GPOs) in line with the BPA.

Responsible for building processes and internal controls, GPOs:

• Identify key control points and the Separation of Duties Matrix for each process, and apply these to all regional offices, subsidiaries, and BUs.
• Conduct monthly compliance tests on key control points and issue test reports to ensure the effectiveness of internal controls is continuously monitored.
• Optimize processes and internal controls based on business pain points and key requirements for financial statements. The aim is to improve operating efficiency and financial results, ensure compliance and the accuracy and reliability of financial statements, and help achieve business objectives.
• Perform annual assessments of internal controls, comprehensively assess overall process design and process execution within each business unit, and then report the results to the Audit Committee (AC).

Information & Communication

Huawei has developed multi-dimensional information and communication channels to ensure the timely acquisition of external information from customers, suppliers, and other parties. It has also created formal channels for transferring internal information, and offered an online space, the Xinsheng Community, for employees to freely communicate their thoughts and ideas. Corporate management holds regular meetings with departments at all levels to effectively communicate management orientation to employees and ensure effective implementation of management decisions. All business policies and processes are available on the company's Intranet.

Managers and process owners regularly organize training programs on business processes and internal controls to ensure that up-to-date information is made available to all employees. The company has established a mechanism for process owners at all levels to regularly communicate with each other, review the execution of internal controls, follow up on internal control issues, and implement improvement plans.

Monitoring

Huawei has established an internal complaint channel, an investigation mechanism, an anti-corruption mechanism, and an accountability system. The Agreement on Honesty and Integrity that Huawei has signed with its suppliers clearly stipulates that suppliers may report improper conduct by Huawei employees through the channels stipulated in the Agreement to assist the company in monitoring the integrity of its employees. The internal audit department independently assesses the overall status of the company's internal controls, investigates any suspected violations of the BCGs, and reports the audit and investigation results to the AC and senior management. Huawei has also implemented a mechanism for internal control appraisals of GPOs and regional managers, holding them accountable and pursuing impeachment when and where necessary. The AC and the CFO regularly review the company's internal control status, and listen to and review reports on action plans for improving internal controls and plan execution progress. Both have the authority to request the relevant GPOs or business executives to explain their internal control issues and take corrective actions.