On 16 March 2026, the Board of Sinopec Kantons Holdings Limited adopted revised Terms of Reference for the Remuneration Committee, refining membership structure, meeting protocols and oversight responsibilities.
Key amendments and provisions are as follows:
1. Composition and Tenure • The committee is appointed by the Board and must comprise a majority of independent non-executive directors (INEDs). • An INED must serve as chairman. • Length of individual appointments is determined by the Board.
2. Secretariat • The Company Secretary will act as secretary; the committee may designate an alternate with suitable qualifications when necessary.
3. Meeting Framework • Minimum frequency: one meeting per year. • Standard notice period: 14 days; no notice required for adjournments within 14 days. • Quorum: two members, including at least one INED. • Participation is permissible in person, by telephone or via other electronic means. • Written resolutions signed by all members are deemed valid. • Minutes are maintained by the secretary and circulated promptly to all Board members.
4. AGM Representation • The committee chairman—or, failing that, another INED member—will attend the annual general meeting to address shareholder queries on remuneration matters.
5. Principal Duties • Recommend overall remuneration policy and structure for directors and senior management, ensuring a formal and transparent development process. • Review and approve management’s remuneration proposals in line with corporate goals and objectives. • Advise the Board on remuneration packages for executive directors and senior management, covering salary, benefits, pensions and compensation for loss of office. • Make recommendations on non-executive director remuneration. • Ensure compensation for dismissal or misconduct aligns with contractual terms and is reasonable. • Prevent directors or their associates from participating in decisions on their own remuneration. • Oversee matters related to share schemes under Chapter 17 of the Hong Kong Listing Rules.
6. Reporting and Authority • The committee reports formally to the Board after each meeting. • Authority includes consulting the chairman or chief executive on executive director pay proposals, requesting information from senior management, and obtaining external legal or professional advice at the company’s expense. • The committee is guaranteed sufficient resources to fulfill its remit.
The updated charter underscores Sinopec Kantons’ commitment to enhanced governance, independence and transparency in remuneration oversight.