Annual Report 2012

Corporate Governance
CORPORATE GOVERNANCE (CONTINUED)
46
b. Sinopec Corp. has published the
terms of reference of the Audit
Committee. The terms of reference
are available for inspection at the
website of Sinopec Corp. and the
website of the Hong Kong Stock
Exchange for reference.
c. During the reporting period,
the Audit Committee has held
5 meetings (please refer to
“Meetings held by the special
committees of the board” in the
annual report for details). The
review opinions were given at the
meetings and submitted to the
Board of Directors after signed by
members. During the reporting
period, the Board and the Audit
Committee did not have any
different opinion.
d. Committee members may engage
independent professionals.
Reasonable costs arising from or in
connection with such consultation
are borne by Sinopec Corp.
The Audit Committee appoints
consultants to provide suggestions
to the committee. The working
expenses of the committee are
included in the budget of Sinopec
Corp.. Meanwhile, according to
the policies of Sinopec Corp., the
senior management and relevant
departments of the company shall
actively cooperate with the Audit
Committee.
e. In the absence of the
management, the Audit
Committee held meetings with
auditors twice to discuss the
auditing of financial reports and
the auditing fee in the year. The
Audit Committee has considered
the adequacy of the resources
in accounting and financial
reporting and the experience
of the employees as well as
the sufficiency of the training
courses provided to employees
and the relevant budget. The
Audit Committee holds the view
that the management of Sinopec
Corp. has performed its duties
and established an effective
internal control system during
the reporting period. Sinopec
Corp. established report and
complaint system, setting online
report, letter report, appeal
Annual Report 2012 CHINA PETROLEUM & CHEMICAL CORPORATION
reception and complaint mail box
for the employees to report and
complain the behaviors violating
internal control system. The Audit
Committee has reviewed and
approved the system.
D Delegation of power by the Board
a. The Board, the management and each
Board committees have clear terms of
reference. The Articles of Association
and the Rules of Procedures for the
General Meetings of Shareholders
and the Rules and Procedures for
the Meetings of Board of Directors
set forth the clear scope of duties,
authorities and delegation of power
of the Board and the management,
which are published on the website of
Sinopec Corp. at http://www.sinopec.
com.
b. In addition to the Audit Committee
and Remuneration and Appraisal
Committee, the Board of Directors
also established the Strategy
Committee and Social Responsibility
Management Committee. The
Strategy Committee consists of 8
directors, including vice Chairman
and President Mr. Wang Tianpu
who serves as the chairman and
independent non-executive director
Mr. Ma Weihua who serves as the vice
chairman, as well as four executive
directors and 2 independent nonexecutive
directors who serve as
members. The Strategy committee
is responsible for working over longterm
development strategies and
significant investment decisions of the
company. The Social Responsibility
Management Committee consists of 4
directors, including Board Chairman
Mr. Fu Chengyu who serves as the
chairman, the vice Chairman and
President Mr. Wang Tianpu and 2
independent non-executive director
who serves as the vice chairman. The
Social Responsibility Management
Committee is responsible for
preparing policies, governance,
strategies and plans on social
responsibility management of
Sinopec Corp..
c. Each Board committee has clear
terms of reference. According to the
rules of the Board committees, such
committees are required to report
their decisions or recommendations
to the Board.
E Communication with Shareholders
a. Sinopec Corp. pays high attention to
communication with shareholders.
The Chairman, President and Chief
Financial Officer (“CFO”) lead a road
show for investors every year to
introduce the issues which investors
concerned, such as development
strategies and production and
business performance of the
Company. Sinopec Corp. set up a
department which is responsible for
communicating with investors, and in
compliance with regulatory provisions,
it enhanced the communication with
investors by way of holding meetings
with institutional investors, inviting
investors to conduct site visit and
setting up investor hotline etc.
b. During the reporting period, a
separate resolution has always been
proposed for each substantially
separate issue at the general
meetings. All resolutions were voted
by poll to safeguard the interests of
all shareholders. A meeting notice
was delivered to each shareholder 45
days in advance (exclusive of the day
of the meeting) prior to the general
meeting of shareholders.
c. The Board Chairman hosted the
annual general meeting as the
chairman of such meeting, and
arranged the members of the Board
and senior management to attend
the general meeting of shareholders
and answer the questions raised
by shareholders.
d. During the reporting period,
Sinopec Corp. revised the Articles
of Association twice, including the
company’s scope of business
and share capital structure and
dividend policy.
F Company secretary
a. Relevant qualifications of the
secretary of the Board are recognized
by the Hong Kong Stock Exchange
as the company secretary, and the
secretary nominated by the Board
Chairman and appointed by the
Board of Directors. He is the senior
management officer who reports
to Sinopec Corp. and the Board of
Directors. The secretary gives opinions
on corporate governance to the
Board of Directors and arranges for
orientation trainings and professional
development of the Directors.