Sinopec Corporation of China - Setting Standards in Corporate Governance


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Case Details:

Case Code : CGOV003
Case Length : 20 Pages
Period : 2002 - 2003
Pub Date : 2005
Teaching Note :Not Available
Organization : Sinopec
Corporation
Industry : Petroleum and Petrochemicals
Countries : China

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Please note:

This case study was compiled from published sources, and is intended to be used as a basis for class discussion. It is not intended to illustrate either effective or ineffective handling of a management situation. Nor is it a primary information source.

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Excerpts Contd...

Board and SC Meetings

The board meetings were held four times in a year. These included an annual meeting, an interim results meeting, and two quarterly results meeting. The board met in December every year for a year-end scrutiny meeting. The extraordinary board meetings were conducted through telephone, video conferencing, and written resolutions.

A meeting that required the compulsory physical presence of all the directors was held half-yearly. Information about, and notice of a board meeting was furnished to the directors 10 days prior to the scheduled meeting, in order to give them ample time to prepare for the meeting...

Secretary of the BoD

According to Article 119 of Sinopec's AoA, the company must appoint a secretary to the BoD, who should be a senior official of the company. Sinopec had formulated 'Work Regulations for the Secretary of the Board' (WRSB) to support the company's management and make provisions for information disclosure...

Sinopec's Executive Compensation Plan (ECP)

The 'Executive Compensation Plan' (ECP) at Sinopec was designed by an autonomous consulting company, proposed by the company's BoD and approved by the shareholders (in September 2000). The ECP was developed in such a way as to link the financial interests of senior managers with Sinopec's operating results and stock price performance. All the senior executives of Sinopec and its subsidiaries were covered under the ECP. The senior executives included the president, the CFO, the secretary of the BoD, the vice-presidents, the BoD, and the supervisors...

The Future Plans

Upto late 2003, Sinopec continued to get awards and recognition for its corporate governance practices. In September 2003, Euromoney ranked Sinopec first among fifteen 'best corporate governance companies' in China.' Euromoney ranked Sinopec best on five corporate governance related factors - ownership transparency and rights, financial transparency, board structure and process, stakeholders' relations, and alignment of managerial interests...

Exhibits

Exhibit I: Sinopec's Financial Report (First Half 2003)
(Prepared in Accordance with IFRS)
Exhibit Ii: Corporate Governance Awards/Recognitions for Sinopec
Exhibit Iii: Corporate Management Structure of Sinopec
Exhibit Iv: Information Disclosure Regarding Corporate Governance
Exhibit V: Duties and Responsibilities of Supervisory Board
Exhibit Vi: Duties and Responsibilities of Directors
Exhibit Vii: Classification of Independent Directors
Exhibit Viii: Powers & Functions of Independent Directors at Sinopec
Exhibit Ix: Powers & Functions of the SGM
Exhibit X: Special Resolutions of The BoD
Exhibit Xi: Functions of the Secretary of the BoD
Exhibit Xii: Powers & Functions of the President


 

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