Sinopec SSC Refreshes Remuneration Committee Charter, Tightening Oversight on Pay and Incentive Policies

Bulletin Express
08/17

Sinopec Oilfield Service Corporation (Sinopec SSC) has released an updated Terms of Reference for its Board-level Remuneration Committee, formally approved at the 19th meeting of the 10th Board session on 26 March 2024.

Key governance highlights:

1. Committee Structure • Minimum of three directors with a majority of independent directors; senior management cannot hold Committee seats. • An independent director chairs the Committee, with a dedicated secretary drawn from the Board office.

2. Core Responsibilities • Formulation of remuneration and performance-assessment policies for directors and senior management, covering cash, non-cash income, pensions, and claw-back mechanisms. • Regular review and approval of performance-based pay proposals aligned with Board-approved corporate objectives. • Design, evaluation, and modification of employee share option and incentive plans, including authority to opine on grant and exercise conditions. • Annual assessment of policy implementation and disclosure of findings in the Company’s annual report.

3. Operating Procedures • Meetings convened as needed by the chair or at the request of at least two members, with a three-day notice period (waivable by unanimous consent). • Quorum requires more than half of members; resolutions pass by simple majority. • Members must recuse themselves from agenda items involving personal interests; conflicted votes are invalid.

4. Support and Accountability • The Committee may hire external advisers, with related costs borne by the Company’s budget. • Senior management and relevant departments are required to provide information promptly upon request.

The updated charter supersedes versions adopted in February 2015 and March 2023 and will remain in force until the next scheduled review at the 13th meeting of the 11th Board session on 17 August 2026.

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