terms of reference. The attendance of each member of the Audit Committee is as follows: 
Members of the Audit Committee  (No. of meetings) Attended/ Eligible to attend 

Gong Hua Zhang (chairman) 10/10 Wang Zhi 10/10 Sui Guang Jun 9/10

38 ANNUAL REPORT 2008

Corporate Governance Report

EXTERNAL AUDITORS
The Audit Committee reviewed the performance, independence and objectivity of the Company’s auditors and was satisfied with the results.
The Audit Committee concludes that the independence of the auditors of the Company has not been compromised by non-audit services provided for the Group.
The following table sets forth the type of, and fees for, the principal audit services and non-audit services provided by the Company’s external auditor, KPMG to the Group in 2007 and 2008:
2008 2007 RMB Million RMB Million
Audit fees  16  16 
Non-audit fees  1  3(1) 
Total  17  19 

(1) Including the fee for providing SOX Act advisory services to the Group.

REMUNERATION AND ASSESSMENT COMMITTEE
As at 31 December 2008, the Remuneration and Assessment Committee comprises three members and chaired by Sui Guang Jun (INED) together with Gong Hua Zhang (INED) and Wang Quan Hua (Director) as members.
The responsibilities of the Remuneration and Assessment Committee are to make recommendations on the remuneration policy and structure for Directors and senior management of the Company, to establish regular and transparent procedures on remuneration policy development and improvement and submit the Company’s “preliminary proposals on annual emoluments of the directors and senior management of the Group”. In particular, the Remuneration and Assessment Committee has the duty to ensure that the Directors or any of their associates shall not be involved in the determination of their own remuneration packages.
The Remuneration and Assessment Committee held four meetings in 2008, all of which were held according to its rules and procedures. The attendance of each member is as follows.
Attended/ Eligible to attend Members of Remuneration and Assessment Committee
Sui Guang Jun (Chairman)  4/4 
Wang Quan Hua  4/4 
Gong Hua Zhang  4/4 

ANNUAL REPORT 2008 39

Corporate Governance Report
The Remuneration and Assessment Committee consulted, when appropriate, the Chairman and/or the President about its proposals relating to the remuneration of other executive Directors. The Remuneration and Assessment Committee is provided with sufficient resources to discharge its duties and professional advice is available if necessary. The Remuneration and Assessment Committee is also responsible for assessing performance of executive Directors and approving the terms of executive Directors’ service contracts. The Remuneration and Assessment Committee has performed all its responsibilities under its terms of reference in 2008.

NOMINATION COMMITTEE
As at 31 December 2008, the Nomination Committee consists of two members, Messers Wang Zhi and Gong Hua Zhang, they are INEDs. Mr. Liu Shao Yong resigned as the chairman of the Nomination Committee on 12 December 2008 due to change of offices and Mr. Si Xian Min was appointed as the chairman of the Nomination Committee on 11 March 2009. The responsibilities of the Nomination Committee are to make recommendations to the Board in respect of the size and composition of the Board based on the operational activities, assets and shareholding structure of the Company; study the selection criteria and procedures of Directors and executives and give advice to the Board; identify qualified candidates for Directors and executives; investigate and propose candidates for Directors and managers and other senior management members to the Board.
　
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