Annual Report 2012

REPORT OF THE BOARD OF DIRECTORS
The Board of Directors of Sinopec Corp. is
pleased to present the report for the year ended
31 December, 2012 for shareholders’ review.
1 MEETINGS OF THE BOARD OF DIRECTORS
During this reporting period, Sinopec Corp.
held six (6) Board meetings. The details are
as follows:
(1) The 18th meeting of the Fourth Session
of the Board of Directors was held in
the headquarters of Sinopec Corp. on
23 March, 2012, whereby the matters
such as the Company’s annual results of
2011, the nomination of the candidates
of directors and supervisors, the
amendment of the Articles of Association
of Sinopec Corp., the sustainable
development report and the internal
control self-assessment report were
considered and relevant resolutions were
approved in this meeting.
(2) The 19th meeting of the Fourth Session
of the Board of Directors was held by
way of written resolution on 26 April,
2012, whereby the first quarterly results
of the year 2012 were considered and
relevant resolutions were approved in this
meeting.
(3) The 1st meeting of the Fifth Session
of the Board of Directors was held in
the headquarters of Sinopec Corp. on
11 May, 2012. At this meeting, Mr. Fu
Chengyu was elected as the Chairman
of the Fifth session of the Board of
directors, Mr. Wang Tianpu and Mr.
Zhang Yaocang were elected as the
vice Chairman; the composition of the
three special committees including
the Strategy, Audit, Remuneration and
Appraisal departments of the Board
of Directors were changed; the social
responsibility management committee
was established; and some senior
management officers were appointed.
(4) The 2nd meeting of the Fifth Session
of the Board of Directors was held in
the headquarters of Sinopec Corp. on
24 August, 2012, whereby the matters
such as the Company’s interim results
of the year 2012, the adjustment of
the Company’s continuing connected
transaction for 2013 to 2015, the
dividend policy in the Articles of
Association, and the proposal of
Guangdong petrochemical integration
project were considered and were
approved in this meeting.
(5) The 3rd meeting of the Fifth Session of
the Board of Directors was held by way of
written resolution on 11 October, 2012,
whereby the proposal regarding extending
of the expiration date of general meeting
of shareholders’ resolution on the
issuance of convertible bonds of Sinopec.
Corp. of A shares were considered and
approved in this meeting.
(6) The 4th meeting of the Fifth Session of
the Board of Directors was held by way of
written resolution on 26 October, 2012,
whereby the third quarterly results of the
year 2012 and the proposal regarding
the amendments to the “Information
Disclosure System for China Petroleum &
Chemical Corporation” were considered
and approved in this meeting.
For details of each meeting, please refer
to the announcements published in China
Securities Journal, Shanghai Securities News
and Securities Times on the next working
day after each meeting and on the websites
of Shanghai Stock Exchange, Hong Kong
Stock Exchange and Sinopec Corp..
2 IMPLEMENTATION OF RESOLUTIONS
APPROVED AT THE SHAREHOLDERS’
MEETINGS BY THE BOARD OF DIRECTORS
During this reporting period, in accordance
with relevant laws and regulations as well
as the Articles of Association, all members
of the Board of Directors of Sinopec Corp.
diligently implemented the resolutions
approved at the shareholders’ meetings, and
have completed the various tasks delegated
to them at the shareholders’ meetings.
3 ATTENDANCE TO THE BOARD MEETINGS
(1) Statistics of the attendance and training of meetings of the Fifth Session of the Board of Directors and General Meeting of Shareholders
Name Board meetings (times)
Site
meetings
Written
resolution
Attendance Attendance conditions of Hours of
by proxy
(times)
Attendance
rate
the extraordinary general meeting
of shareholders in 2012
attendance
of training
Fu Chengyu 2 2 0 100% Attendance 18 hours
Wang Tianpu 2 2 0 100% Attendance 18 hours
Zhang Yaocang 2 2 0 100% Attendance 18 hours
Zhang Jianhua 1 2 1 75% Attendance 18 hours
Wang Zhigang 2 2 0 100% Attendance 18 hours
Cai Xiyou 2 2 0 100% Attendance 24 hours
Cao Yaofeng 2 2 0 100% Non-attendance due to other business duties 16 hours
Li Chunguang 2 2 0 100% Non-attendance due to other business duties 16 hours
Dai Houliang 2 2 0 100% Attendance 16 hours
Liu Yun 1 2 1 75% Non-attendance due to other business duties 16 hours
Chen Xiaojin 2 2 0 100% Non-attendance due to other business duties 11.5 hours
Ma Weihua 1 2 1 75% Non-attendance due to other business duties 11.5 hours
Jiang Xiaoming 2 2 0 100% Non-attendance due to other business duties 17.5 hours
Andrew Y.Yan 2 2 0 100% Non-attendance due to other business duties 30 hours
Bao Guoming 2 2 0 100% Attendance 16.5 hours
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CHINA PETROLEUM & CHEMICAL CORPORATION Annual Report 2012
Report of the Board of Directors