Sinopec Oilfield Service Corporation (Sinopec SSC; stock code: 01033) has released an updated “Terms of Reference of the Nomination Committee” after board approvals on 29 March 2022, 26 March 2024 and 17 August 2026. The revised charter refines the committee’s make-up, authority and operating procedures, aligning with the Company Law of the People’s Republic of China, CSRC governance guidelines and listing rules in Shanghai and Hong Kong.
Key governance adjustments:
1. Committee Composition • Minimum of three directors, with independent directors forming the majority. • Chairperson must be an independent director; at least one member must be of a different gender. • Human Resources Department will act as the committee’s administrative office, while a dedicated secretary—nominated by the board office—supports coordination.
2. Nomination & Assessment Mandate • Annual evaluation of board size, structure, skill mix and diversity, feeding into a formal board skills matrix. • Formulation of selection standards and procedures for directors and senior management, including appointments, reappointments, removals and succession planning. • Responsibility to canvass both internal and external markets for candidates, assess qualifications—particularly the independence of proposed independent directors—and submit recommendations to the board. • Authority to review ongoing fitness and properness of incumbent directors and senior executives, proposing timely removals if criteria are not met. • Support for regular board performance evaluations.
3. Procedures & Voting • Meetings convened by the chair or any two members, with at least three days’ notice (waivable by unanimous consent). • Physical meetings preferred; video or teleconference permitted when full discussion can be ensured. • Quorum set at more than half of members; resolutions pass by simple majority, with conflicted members required to abstain. • Detailed minutes are compiled, circulated for comment, signed by attendees and archived for a minimum of ten years.
4. Resources & Confidentiality • Committee expenses are covered by the company’s budget; external professional advisers may be engaged with costs borne by Sinopec SSC. • All participants must maintain confidentiality; disclosures require authorization.
The updated charter enhances transparency, diversity and procedural rigor in director and executive appointments, underscoring Sinopec SSC’s commitment to robust corporate governance frameworks.