China Petroleum & Chemical Corporation(600028)
Working rules of independent directors
It was considered and adopted at the 18th meeting of the third board of directors on December 28, 2007, at the 19th meeting of the third board of directors on April 3, 2008, at the 4th meeting of the eighth board of directors on November 29, 2021 and at the 7th Meeting of the eighth board of directors on March 25, 2022
Chapter I General Provisions
Article 1 in order to further improve the corporate governance of China Petroleum & Chemical Corporation(600028) (hereinafter referred to as the “company”) and create good conditions for independent directors to perform their duties, in accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies issued by the China Securities Regulatory Commission, the rules for independent directors of listed companies, the Listing Rules of the stock exchange where the company is listed, the articles of association and the rules of procedure of the board of directors attached thereto, Formulate these rules.
Article 2 an independent director refers to a director who does not hold any position other than a director in the company and has no relationship with the company and its major shareholders that may hinder his independent and objective judgment.
Article 3 independent directors have the obligation of good faith and diligence to the company and all shareholders. Independent directors must earnestly perform their duties in accordance with relevant laws and regulations, regulatory provisions, the articles of association and the requirements of these rules, safeguard the interests of the company and all shareholders, and pay special attention to the legitimate rights and interests of minority shareholders.
Article 4 independent directors shall perform their duties independently and shall not be influenced by the company’s major shareholders, actual controllers or other units or individuals with an interest in the company. Article 5 the board of directors of the company shall include at least one-third of independent directors and at least three people, including at least one accounting professional.
Candidates nominated as independent directors as accounting professionals shall have rich accounting professional knowledge and experience and meet at least one of the following conditions:
(I) have the qualification of certified public accountant;
(II) having a senior professional title, associate professor or above or a doctor’s degree in accounting, auditing or financial management;
(III) have senior professional titles in economic management, and have more than 5 years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 6 independent directors can concurrently serve as independent directors in up to five listed companies, and ensure that they have enough time and energy to effectively perform their duties.
Chapter II Conditions of appointment of independent directors
Article 7 an independent director shall meet the following basic conditions:
(I) be qualified to serve as a director of a listed company in accordance with laws, administrative regulations, departmental rules and other normative documents, the Listing Rules of the stock exchange where the company is listed and other relevant provisions;
(II) have the independence required by Articles 9 and 10 of these rules;
(III) have basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, departmental rules, normative documents and relevant regulations of the local stock exchange; (IV) more than five years of working experience in law, economics, accounting, finance, management or other necessary work experience for performing the duties of independent directors;
(V) obtain the qualification certificate of independent directors in accordance with the relevant provisions of the China Securities Regulatory Commission and the stock exchange in the place of domestic listing;
(VI) each independent director must convince the stock exchange of Hong Kong that his personality, character, independence and experience are sufficient to enable him to effectively perform his duties and ensure the full representation of the interests of all shareholders, and at least one independent director of the company usually resides in Hong Kong; (VII) other conditions stipulated by laws and regulations, the articles of association and the securities regulatory rules of the place of listing.
Article 8 candidates for independent directors shall have no following bad records:
(I) he has been subject to administrative punishment by the CSRC in the last 36 months;
(II) during the period when the stock exchange publicly determines that it is not suitable to serve as a director of a listed company;
(III) having been publicly condemned by the stock exchange or criticized twice or more in the last 36 months;
(IV) during the period of serving as an independent director, he did not attend the meetings of the board of directors for two consecutive times or did not attend the meetings of the board of directors in person, accounting for more than one-third of the meetings of the board of directors in that year;
(V) the independent opinions expressed during the period of serving as an independent director are obviously inconsistent with the facts;
(VI) other circumstances recognized by the local stock exchange.
Article 9 candidates for independent directors shall be independent, and the following persons shall not serve as independent directors:
(I) persons who hold posts in the company or affiliated enterprises (excluding independent directors) and their immediate family members and major social relations (immediate family members refer to spouses, parents, children, etc.; major social relations refer to brothers and sisters, parents in law, daughter-in-law, son-in-law, spouse of brothers and sisters, brothers and sisters of spouses, etc.);
(II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the company or are among the top ten shareholders of the company;
(III) persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in the top five shareholder units of the company and their immediate family members;
(IV) personnel who work in the actual controller and affiliated enterprises of the company;
(V) personnel who provide financial, legal, consulting and other services for the company and its controlling shareholders or their respective subsidiaries, including all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) serve as a director, supervisor or senior manager in a unit that has significant business dealings with the company, its controlling shareholders or their respective subsidiaries, or serve as a director, supervisor or senior manager in the controlling shareholder unit of the business dealings unit; (VII) persons who have had the situations listed in the preceding six items in the last year, as well as the following situations in the last three years: the person or the person’s immediate family members, major social relations or co residents have served as partners or employees of the company’s external auditors and directly participated in the company The audit work of the company’s controlling shareholders or their respective subsidiaries or any related person of the company (subject to the provisions of the local stock exchange);
(VIII) persons who have obtained any securities interests of the company or remuneration of more than 120000 US dollars from affiliated persons or companies in the form of gifts or other financial assistance (except directors’ allowances and share options approved by securities regulatory authorities);
(IX) the person is or has been an employee or director (other than an independent director) of the company, the controlling shareholder of the company or their respective subsidiaries, or any affiliated person of the company within three years before the date of the proposed appointment as an independent director;
(x) the person’s immediate family member, major social relationship or co resident is or has been a senior manager of the company, the controlling shareholder of the company or their respective subsidiaries, or any related person of the company within three years before the proposed date of appointment as an independent director;
（11） The person or his immediate family members, major social relations or co residents are or have been senior managers of another company within three years before the date of the proposed appointment as independent director, and the members of the Remuneration Committee of the company include or have included senior managers of the company;
（12） The remuneration received by the person or his immediate family members, major social relations or co residents directly from the company, the controlling shareholder of the company or their respective subsidiaries or any related person of the company in any consecutive 12 months in the past three years exceeds 120000 US dollars (except director’s allowance and remuneration recognized by securities regulatory authorities);
（13） The person is currently an employee of the following company, or the person’s immediate family member, major social relationship or co resident is currently a senior manager of the following company: the company has provided services to the company in any one of the past three years Property or services paid or received by the controlling shareholders of the company or their respective subsidiaries or any related person of the company from the above entities exceed US $1 million or 2% of the consolidated total income of the company;
（14） Other persons who are not suitable to serve as independent directors of listed companies as stipulated by laws, administrative regulations, departmental rules, the articles of association or recognized by the securities regulatory authority.
Article 10 in addition to complying with the provisions of Articles 8 and 9 of these rules, candidates for independent directors shall not generally fall into the following circumstances, otherwise their independence may be questioned by the stock exchange:
(I) directors and partners of professional consultants who provide services for the company, its controlling shareholders or their respective subsidiaries, or persons who have participated or participated in relevant services (including all personnel of intermediary institutions providing services, reviewers at all levels, personnel signing the report, directors, partners and main principals, etc.) at present or within two years before the date of proposed appointment as independent directors;
(II) having significant interests in any major business activities of the company, its controlling shareholders or their respective subsidiaries at present or within one year before the date of the proposed appointment of him as an independent director; Or have significant business transactions with the company, its controlling shareholders or their respective subsidiaries, or with any core connected person of the company;
(III) the purpose of the person’s appointment as a member of the board of directors is to protect an entity whose interests are different from those of the overall shareholders;
(IV) the person has been associated with the directors, President or major shareholders of the company at present or within two years before the date of being proposed as an independent director;
(V) the person is financially dependent on the company, its controlling shareholders or any of their respective subsidiaries or the company’s core affiliates.
When determining whether an independent director candidate is independent according to the provisions of this article, the relevant factors are also applicable to the immediate relatives of the independent director candidate (subject to the provisions of the local stock exchange).
Chapter III nomination, election and replacement of independent directors
Article 11 candidates for independent directors shall be nominated by the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the total voting shares of the company, and shall be elected by the general meeting of shareholders of the company.
Article 12 the following procedures shall be performed before the election of independent directors:
(I) the nominees of independent director candidates shall obtain the consent of the nominees before nomination, fully understand the nominees’ occupation, educational background, professional title, detailed work experience and all part-time jobs, and be responsible for providing the company with written materials of such information. The candidate shall make a written commitment to the company, agree to accept the nomination, promise that the information of the candidate publicly disclosed is true and complete, and ensure the effective performance of the duties of the director after being elected;
(II) the nominees of independent directors shall carefully verify the ability of the nominees to perform their duties and whether there are circumstances affecting their independence, and express their opinions on their qualifications and independence as independent directors. The nominees shall discuss whether they meet the conditions for holding independent directors in laws and regulations and the relevant provisions of the local securities regulatory authorities Make a public statement that there is no relationship with the company that affects its independent and objective judgment;
(III) if the nomination of independent director candidates occurs before the company holds the board meeting, the written materials of the nominees mentioned in items (I) and (II) of this article shall be announced together with the resolution of the board of directors or the notice of the general meeting of shareholders;
(IV) if shareholders who individually or jointly hold more than 1% of the total voting shares of the company nominate independent director candidates to the general meeting of shareholders of the company according to law, the written notice on the intention of nominating independent director candidates and the nominee’s willingness to accept the nomination, as well as the written materials and commitments of the nominees mentioned in items (I) and (II) of this article shall be sent to the company not less than 10 days before the general meeting of shareholders, The period during which the company gives the relevant nominees to submit the aforesaid notices and documents (starting from the next day of the date of the notice of the general meeting of shareholders) shall not be less than 10 days;
(V) when issuing the notice of the general meeting of shareholders for the election of independent directors, the company shall submit the relevant materials of all nominees to the stock exchange in the place of domestic listing at the same time. If the board of directors of the company has any objection to the relevant information of the nominee, it shall submit the written opinions of the board of directors at the same time. Nominees who have objections to the stock exchanges in the places where they are listed in China shall not be candidates for independent directors. When the general meeting of shareholders is held to elect independent directors, the board of directors of the company shall explain whether the candidates for independent directors are objected by the stock exchange in the place where they are listed in China.
Article 13 independent directors shall attend the meeting of the board of directors. If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him. Article 14 before the expiration of the term of office of an independent director, the company may remove him through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure.
Article 15 an independent director may resign before the expiration of his term of office. An independent director who resigns shall submit a written resignation report to the board of directors and explain any situation related to his resignation or deemed necessary to attract the attention of shareholders and creditors of the company. The board of directors will disclose relevant information within 2 days.
Article 16 subject to the circumstances in paragraph 2 of Article 17 of these rules, where the resignation of independent directors causes the number of independent directors or the board of directors to be lower than the minimum quorum or the minimum number proportion specified in the securities regulatory rules of the place where the company is listed, or the resignation of independent directors with financial management expertise causes the company to fail to comply with the provisions of Article 5 of these rules on “accounting professionals”, The resignation report of the independent director shall take effect after the next independent director fills his vacancy. Before the next independent director takes office, the independent director must still perform his duties in accordance with laws, administrative regulations and the articles of association.
In case of the above circumstances, the company shall try its best to select qualified independent directors, and try to appoint a sufficient number of independent directors or an independent director who can meet the provisions of Article 5 of these rules within 3 months from the date of resignation of the independent director.
Except for the circumstances listed above, the resignation of independent directors shall take effect when the resignation report is delivered to the board of directors.
Article 17 If an independent director finds that the matters under consideration affect his independence, he shall declare to the company and withdraw. In case of any situation that obviously affects the independence during his term of office, he shall notify the company in time and put forward solutions. If necessary, he shall resign.
If an independent director fails to meet the conditions for independence during his term of office, is prohibited from serving as a director according to the company law, or is prohibited from serving as a director, supervisor and senior manager of a listed company by the CSRC and the term has not expired, the independent director shall immediately stop performing his duties and be dismissed by the company. In case of any other situation that is not suitable for the independent director to perform his duties during his term of office, the independent director shall resign from the position of independent director within 1 month from the date of such situation; If he fails to resign as required, the board of directors of the company shall start the decision-making process within 2 days after the expiration of the period and remove him from the post of independent director.
Relevant independent directors shall be dismissed but still not removed. If they attend the meeting of the board of directors and vote, their vote shall be invalid.
Failure to achieve the above-mentioned independence of the company
