Investor Relations Corporate Governance

THE BOARD

The Board of Kunlun Energy Company Limited composes of 5 Executive Directors and 4 Independent Non-executive Directors.

The overall management of the Company’s business is vested in the Board, which assumes the responsibility for leadership and control of the Company and is collectively responsible for directing and supervising its affairs, taking decisions objectively in the interests of the Company. Meanwhile, the Boards takes responsibility for al major matters of the Company, including the approval and monitoring of all policy matters, overall strategies and budgets, internal control and risk management systems, material transactions (in particular those may involve conflict of interests), financial information, appointment of directors and other significant financial and operational matters. The Board has the full support of the Chief Executive Officer and the senior management to discharge its responsibilities.

Members of the Board

Executive Directors:
Mr Huang Weihe (Chairman)
Mr Wu Enlai
Mr Zhao Yongqi (Chief Executive Officer)
Mr.Zhao Zhongxun
Mr.Ding Shilu
Mr.Zhang Yaoming

Independent Non-Exectuive Directors:
Mr Li Kwok Sing Aubrey (Chairman of the Remuneration Committee and Member of the Audit Committee)
Dr Liu Xiao Feng (Member of the Remuneration Committee and Audit Committee)
Mr Sun Patrick (Chairman of the Audit Committee and Member of the Remuneration Committee)

APPOINTMENT AND RE-ELECTION OF DIRECTORS

Pursuant to the Articles of Association of the Company which provide that every Director appointed by the Board during the year shall retire at the next general meeting and every Director (including those appointed for a specific term) shall be subject to retirement at lease once every three years. Related Provisions in the Code on Corporate Governance Practices (the “CG Code”) contained in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (the “Listing Rules”) have been fully complied.

Though the Company has not set up a nomination committee, the Board as a whole is responsible for reviewing the Board composition, developing and formulating the relevant procedures for nomination and appointment of directors, monitoring the appointment and succession planning of directors and assessing the independence of Independent Non-executive Directors.

The Board reviewed its own structure, size and composition regularly to ensure that it has a balance of expertise, skills and experience appropriate to the requirements of the business of the Company.

Where vacancies on the Board exist, the Board will carry out the selection process by making reference to the skills, experience, professional knowledge, personal integrity and time commitments of the proposed candidates, the Company’s needs and other relevant statutory requirements and regulations. An external recruitment agency may be engaged to carry out the recruitment and selection process when necessary.




REMUNERATION COMMITTEE

Kunlun Energy Company Limited set up the Remuneration Committee on 9th September 2003.

The primary duties of the Remuneration Committee include making recommendations on and approving the remuneration policy and structure and remuneration packages of the Executive Directors and the senior management. The Remuneration Committee is also responsible for establishing transparent procedures for developing such remuneration policy and structure to ensure that no director or any of his associates will participate in deciding his own remuneration, which remuneration will be determined by reference to the performance of the individual and the Company as will as market practice and conditions.

Members of the Remuneration Committee
Mr Li Kwok Sing Aubery (Chairman)
Dr Liu Xiao Feng
Mr Sun Patrick

REMUNERATION COMMITTEE DUTY




ADUIT COMMITTEE

Kunlun Energy Company Limited set up the Audit Committee on 8th December 1998. The Audit Committee comprises four Independent Non-executive Directors (including one Independent Non-executive Director who possesses the appropriate professional qualifications). Chairman of the Audit Committee is appointed by the Board.

The main duties of the Audit Committee include reviewing the financial statements and reports and considering any significant of unusual items raised by independent auditor before submission to the Board; reviewing the relationship with the independent auditor by reference to the work performed by the independent auditor, their fees and terms of engagement, and make recommendation to the Board on the appointment, re-appointment and removal of the independent auditor; reviewing the adequacy and effectiveness of the Company’s financial reporting system, internal control system and risk management system and associated procedures.

Members of the Audit Committee
Mr.Sun Patrick(Chairman)
Mr Li Kwok Sing Aubery
Dr Liu Xiao Feng
 

ADUIT COMMITTEE DUTY




NOMINATION COMMITTEE

Kunlun Energy Company Limited set up the Nomination Committee on 16th January 2012.

The main duties of the Nomination Committee include reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy; identifying individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships; assessing the independence of Independent Non-executive Directors; making recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular the Chairman and the Chief Executives; regularly reviewing the time required from a Director to perform his responsibilities and to do such other things to enable the Committee to discharge its powers and functions conferred to it by the Board.

Members of the Nomination Committee
Mr Huang Weihe (Chairman)
Mr Li Kwok Sing Aubrey
Dr Liu Xiao Feng
Mr Sun Patrick

NOMINATION COMMITTEE DUTY




Memorandum of Association and Bye-Laws




Procedures to Propose a Person for Election as a Director