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 the protection of customer and shareholder interests.

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 proposals for managing major risks and crises, and manage major emergencies.
• 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 development of internal controls and operational compliance systems.
• Approve the appointment/removal, compensation, and long-term incentives of senior management.
• Approve major HR policies and plans at the corporate level.

Currently, the BOD is comprised of 17 members, who were elected by the Representatives’ Commission and voted in by the Shareholders’ Meeting. In 2017, several board members resigned from the board, and membership was adjusted accordingly. In March 2018, the Representatives’ Commission and Shareholders’ Meeting elected a new Board of Directors that includes both regular members and alternate members. In the event that there is a vacancy in the BOD, alternate members will take up the vacancy in a predetermined sequence.

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

Alternate Directors include: Mr. Li Jianguo, Mr. Peng Bo, and Mr. Zhao Ming

Operations of the Board of Directors

In 2017, the BOD held 12 meetings. At the meetings, the BOD reviewed and approved matters such as the company’s medium-to-long-term development plan, annual business plan and budget, annual audit report, corporate governance rules and regulations, BOD committee operations, long-term incentives, annual profit distribution, capital increases, and financing.

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 2017, the Executive Committee held 12 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.

In the future, the BOD and its Executive Committee will be led by rotating chairmen. During their terms, the rotating chairmen will serve as the foremost leader of the company. Rotating chairmen terms last six months at a time. The rotation schedule for the next five years is as follows:

Mr. Xu Zhijun:
April 1, 2018 to September 30, 2018
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