Annual Report 2012

CORPORATE GOVERNANCE
1 IMPROVEMENT ON CORPORATE
GOVERNANCE DURING THE REPORTING
PERIOD
During the reporting period, Sinopec Corp.,
in compliance with the PRC Company Law
and other domestic and overseas laws and
regulations on securities, committed itself to
standard operation and constantly enhanced
its corporate governance.
In May 2012, members of the Fifth Session
of Board of Directors and members of the
Fifth Session of Board of Supervisors were
elected. Mr. Fu Chengyu was elected by the
Board of Directors as Chairman. Mr. Wang
Tianpu and Zhang Yaocang were elected as
vice Chairmen and Mr. Xu Bin was elected
by the Board of Supervisors as Chairman.
The Board of Directors appointed senior
management and established the Strategy
Committee, the Audit Committee and the
Remuneration and Appraisal Committee of
the fifth session of the Board of Directors.
The Board of Directors set up the Social
Responsibility Management Committee for
the first time to plan the performance of
social responsibilities of Sinopec Corp. in a
unified manner.
Based on the Company’s actual conditions
as well as in accordance with the domestic
and overseas laws and regulations,
Sinopec Corp. drawn up the “Terms of
Peference of the Social Responsibility
Management Committee”; revised its
Articles of Association; improved its dividend
distribution policy; revised and improved the
“Information Disclosure System”, “Terms
of Reference of the Audit Committee”, and
“Terms of Reference of the Remuneration
and Appraisal Committee”; improved the
internal control system and strengthened the
internal control enforcement; implemented
the “Insider Information Possessor
Registration System” and carried out alerts
on inside information confidentiality such as
periodic report and insider registration.
Sinopec Corp. further enhanced post-oriented
trainings and sense of responsibility
of all directors, supervisors and senior
management and provided directors with
information on business performance and
financial situation of the Company in a
timely manner, which supports the directors
to make reasonable decisions. It continued
to put solid work on information disclosure
and investor relationship, strengthened
the communication with the investors and
timely pass the investors’ opinions to the
management. The Company’s transparency
is continuously enhanced and received
positive comments from the capital market.
The Company actively performed its social
responsibilities and promoted the sustainable
development of social economy (see “Sinopec
Corp.’s Report on Sustainable Development”
for details).
During the reporting period, the Board
of Supervisors of Sinopec Corp. had no
objection to all supervised matters. Sinopec
Corp., the Board of Directors and directors,
supervisors, senior management, controlling
shareholders and de facto controller of
Sinopec Corp. were not investigated by
CSRC, or punished administratively or
criticized publicly by CSRC, Hong Kong
Securities and Futures Commission and
Securities and Exchange Commission of
the United States or publicly condemned
by Shanghai Stock Exchange, the Stock
Exchange of Hong Kong Limited (the “Hong
Kong Stock Exchange”), New York Stock
Exchange and London Stock Exchange.
2 EQUITY INTERESTS OF DIRECTORS,
SUPERVISORS AND OTHER SENIOR
MANAGEMENT
As of 31 December 2012, other than the
10,000 A shares of Sinopec Corp. held
by vice president Mr. Ling Yiqun, none of
the directors, supervisors and other senior
management of Sinopec Corp. held any
shares of Sinopec Corp..
Save as disclosed above, in the reporting
period, none of the directors, supervisors and
senior management of Sinopec Corp. and
their associates had any interests or short
positions (including any interest or short
position that is regarded or treated as being
held in accordance with the SFO) in the
shares, debentures and underlying shares of
Sinopec Corp. or any associated corporations
(as defined in Part XV of the Securities and
Future Ordinance (“SFO”) would fall to be
disclosed to the Sinopec Corp. and the Hong
Kong Stock Exchange under the Division 7
and 8 of Part XV of the SFO or which was
recorded in the register required to be kept
under section 352 of the SFO or otherwise
notified to Sinopec Corp. and the Hong Kong
Stock Exchange pursuant to the Model Code
for Securities Transactions by Directors of
Listed Company”.
3 CONFIRMATION OF INDEPENDENCE OF
THE INDEPENDENT NON-EXECUTIVE
DIRECTORS AND OVERVIEW OF THEIR
PERFORMANCE
As required by the Hong Kong Stock
Exchange, with regard to the independence
of its independent non-executive directors,
Sinopec Corp. confirms that: Sinopec Corp.
has received and accepted the annual
confirmation letters from all independent
non-executive directors acknowledging full
compliance with the relevant requirements
in respect of their independence pursuant to
Rule 3.13 of the Hong Kong Listing Rules.
Sinopec Corp. considers that all independent
non-executive directors are independent.
During this reporting period, the independent
non-executive directors of Sinopec Corp.
strictly implemented the working rules for
independent non-executive directors, fulfilled
their duties, acted honestly, diligently
and in good faith as required by laws and
regulations and the Articles of Association,
and kept a close watch on the production,
operation and development of the Company.
They reviewed the relevant documents with
due care; actively attended the general
meeting of shareholders, meetings of the
Board of Directors and the meetings of the
board committees (please refer to the Report
of the Board of Directors in this annual
report for details for their attendances
of the meetings); gave their independent
opinions on matters such as connected
transactions, guarantees, appointments
and removals of directors and appointment
of senior management; and maintained
good communication with the Chairman
of the Board, management, external
auditors and internal auditing department.
The independent non-executive directors
independently and objectively protect
the legitimate interests of shareholders,
especially the minority shareholders
when performing their duties. They gave
constructive advices and suggestions in
relation to the corporate governance,
production and operation and safety and
environmental protection, which was
accepted by Sinopec Corp..
4 THE COMPANY’S INDEPENDENCE FROM
CONTROLLING SHAREHOLDERS
The Company is independent from
controlling shareholders in terms of,
among other things, business, assets and
finances. The Company has an independent
and completed business and independent
operation capacity.
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CHINA PETROLEUM & CHEMICAL CORPORATION Annual Report 2012
Corporate Governance