Annual Report 2012

Corporate Governance
CORPORATE GOVERNANCE (CONTINUED)
A.3 Board composition
a. The Board of Directors of Sinopec
Corp. consists of 15 members
with extensive professional
and management experiences,
one of which is female (Please
refer to the Section headed
“Directors, Supervisors, Other
Senior Management and
Employees” in this annuel
report for detailed information).
Among the 15 members, there
are 5 executive directors, 5
non-executive directors and
5 independent non-executive
directors. The independent nonexecutive
directors represent
one third of the Board. The
company’s executive directors
and non-executive directors
have extensive management
experiences in petrochemical
large-sized enterprises and/or are
proficient in international capital
market investment. Independent
non-executive directors have
working background as largesized
enterprise leader, wellknown
financier and finance
experts, and rich experience in
international capital management
and investment. The composition
of the Board of Directors is
reasonable and diversified.
b. Sinopec Corp. has received from
each independent non-executive
director a letter of confirmation
for the year 2012 regarding
its compliance with relevant
independence requirements set
out in Rule 3.13 of the Hong
Kong Listing Rules. Sinopec
Corp. considers that each of
the independent non-executive
directors is independent.
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A.4 Appointment, re-election and
dismissal
a. Term of each session of the
directors (including non-executive
directors) is 3 years, and the
consecutive term of office of an
independent non-executive director
shall not exceed 6 years.
b. All directors of Sinopec Corp.
have been elected at the general
meeting of the shareholders, and
the Board has no power to appoint
temporary directors.
Annual Report 2012 CHINA PETROLEUM & CHEMICAL CORPORATION
c. For newly appointed directors,
Sinopec Corp. engages
professional consultants to prepare
detailed information, notify such
directors of regulatory rules of
each listing place of Sinopec
Corp. and remind such directors
of their rights, obligations and
responsibilities as directors.
A.5 Nomination committee
a. Considering that the Board
of Directors did not set up
the Nomination Committee,
the duties of the Nomination
Committee prescribed in the
Corporate Governance Code
would be performed by the Board
of Directors. The nomination of
directors has been specified clearly
in the Articles of Association
and Rules of Procedure for the
Shareholders’ Meeting. The
nomination of director may
be proposed by shareholders
individually or collectively holding
3% of the total voting shares of
Sinopec Corp. (for the nomination
of independent non-executive
directors, the percentage is 1%),
the Board of Directors or the
Board of Supervisors by way of
proposal to the general meeting of
shareholders for approval.
b. When the Board of Directors
nominates a candidate for
director, independent nonexecutive
directors should give
their independent opinion on the
nomination in advance. A Board
meeting of the fourth session of
the Board of Directors was held
on 23 March 2012, at which 15
candidates for the new Board of
Directors were nominated, each of
which was elected at the annual
general meeting of shareholder for
the year 2011.
A.6 Responsibility of director
a. All the non-executive directors
have the same duties and
authorities as the executive
directors. In addition, the nonexecutive
directors, especially
the independent non-executive
directors are entitled to certain
specific authorities. The Articles
of Association and the Rules and
Procedures of Board of Directors’
Meetings clearly specify for the
authorities of directors including
independent non-executive
directors, which are published on
the website of Sinopec Corp. at
http://www.sinopec.com.
b. Each of the directors was able to
devote sufficient time and efforts
to handling the matters of
Sinopec Corp..
c. Each of the directors confirmed
that he or she has complied with
the “Model Code for Securities
and Transactions by Directors
of Listed Company” during the
reporting period. In addition,
Sinopec Corp. formulated the
“Rules Governing Shares Held by
Company Directors, Supervisors
and Senior Manager and changes
in shares” and the “Model Code
of Securities Transactions by
Company Employees” to regulate
the activities of Sinopec Corp.’s
personnel in purchase and sale of
the securities of Sinopec Corp..
d. Sinopec Corp. has arranged
trainings for directors and
provided relevant training fees.
The directors actively participated
in the continuing professional
development program. Sinopec
Corp. has received a record of
training from directors (please
refer to the Report of the Board
of Directors of the annual report
for details).
A.7 Provision for and Access to
Information
a. The meeting agenda as well as
other reference documents of the
Board and each Board committee
will be distributed prior to the
meeting, which enables each
member to have sufficient time
to review them so that directors
can discuss them comprehensively
at meetings. Each director can
obtain all related information
in a comprehensive and timely
manner, and may seek advices
from professional consultants
if necessary.
b. The secretary to the Board is
responsible for organizing and
preparing materials for the Board
meetings, including preparation of
explanations for each proposal to