Nomination Committee

The Company’s Nomination Committee comprises four Independent Non-executive Directors. The Charter of the Nomination Committee clearly defines the status, qualifications, work procedures, duties and responsibilities, funding and remuneration, etc. of the Nomination Committee, and it specifically requires that the Nomination Committee members shall have no significant connection to the Company, and comply with the regulatory requirements related to “independence”. The Nomination Committee assists the Board to formulate standardised, prudent and transparent procedures and succession plans for the appointment of Directors, and to further optimise the composition of the Board. The principal duties of the Nomination Committee include regularly reviewing the structure, number of members and composition of the Board; identifying candidates and advising the Board with the appropriate qualifications for the position of Directors; evaluating the independence of Independent Non-executive Directors; advising the Board on matters regarding the appointment or re-appointment of Directors and succession plans for the Directors. The Nomination Committee is accountable to and regularly reports its work to the Board.

One meeting was held by the Nomination Committee in year 2011, advising on the change in the session of the Board.

The Charter for the Nomination Committee was amended and approved by the Board on 9 December 2011. The amended Charter implements the recent proposed amendments of the Code on Corporate Governance Practices in the Listing Rules, which will become effective in April 2012. The amended Charter can be browsed on our website at www.chinatelecom-h.com.

Attendance rates of individual members of the Nomination Committee in 2011 (including attendance by written proxies)

Number of Directors4 

Percentage of Independent Non-executive Directors of the Committee100% 

	Directors	The Fourth Session of the Nomination Committee Number of Attendance/ Meeting	Attendance Rate
	Wu Jichuan (Chairman of the Committee)	1/1	100%
	Cha May Lung, Laura	1/1	100%
	Tse Hau Yin, Aloysius	1/1	100%
	Xu Erming	1/1	100%

Supervisory Committee

The Company’s Supervisory Committee comprises six Supervisors, of which there is an External Independent Supervisor and an Employee Representative Supervisor. On 20 May 2011, the third session of the Supervisory Committee ended and the Supervisors of the third session of the Supervisory Committee, namely Mr. Miao Jianhua, Madam Zhu Lihao, Mr. Xu Cailiao and Madam Han Fang were re-appointed for the fourth session of the Supervisory Committee of the Company and this has been approved at the Annual General Meeting held on 20 May 2011. On the same day, Mr. Du Zuguo’s appointment as the Supervisor of the fourth session of the Supervisory Committee from 20 May 2011 has been approved at the Annual General Meeting. Through the election of the Employees’ Representative Congress, Mr. Mao Shejun has been elected as an Employee Representative Supervisor of the fourth session of the Supervisory Committee and Mr. Ma Yuzhu resigned as Supervisor of the Company. Mr. Miao Jianhua was elected as the chairman of the fourth session of the Supervisory Committee on the first Supervisory Committee meeting held on 18 August 2011.

The principal duties of the Supervisory Committee include supervising, in accordance with the law, the Company’s financials and performance of its Directors, managers and other senior management of the Company so as to prevent them from abusing their powers. The Supervisory Committee is a standing supervisory organisation within the Company, which is accountable to and reports to all shareholders. The Supervisory Committee holds meetings at least once or twice a year.

Attendance rates of individual members of the Supervisory Committee in 2011

The Third/Fourth Session of the Supervisory Committee

Number of Supervisors (Third/Fourth Session)5/6 

Number of meetings in 20112 

	Supervisors	Number of Attendance/ Meetings	Attendance Rate
	Miao Jianhua (Chairman of the Committee)	2/2	100%
	Zhu Lihao (Independent Supervisor)	2/2	100%
	Ma Yuzhu (Employee Representative Supervisor of the third session of the Supervisory Committee)	1/1	100%
	Mao Shejun (Employee Representative Supervisor of the fourth session of the Supervisory Committee)	1/1	100%
	Xu Cailiao	2/2	100%
	Han Fang	2/2	100%
	Du Zuguo (Supervisor of the fourth session of the Supervisory Committee)	1/1	100%

External Auditors

The international and domestic auditors of the Company are KPMG and KPMG Huazhen, respectively. In order to maintain their independence, the non-audit services provided by the external auditors did not contravene the requirements of the US Sarbanes-Oxley Act of 2002.

A breakdown of the remuneration received by the external auditors for audit and non-audit services provided to the Company for the year ended 31 December 2011 is as follows:

	Service item	Fee (RMB in millions)
	Audit services	68.00
	Non-audit services (mainly include internal control advisory and other advisory services)	3.91
	Total	71.91

The Audit Committee and the Board have agreed to the re-appointment of KPMG and KPMG Huazhen, respectively, as the international and domestic auditors of the Company for 2012, and the proposal will be submitted for approval at the 2011 Annual General Meeting.