Procedures for Shareholders to Propose a Person for Election as a Director
The procedures for shareholders to propose a person for election as a director ("Director") of CNOOC Limited (the "Company") are governed by Article 102 of the Articles of Association of the Company (as amended and adopted on 21 April 2022 by special resolutions of the Company passed on 14 June 2004, 31 December 2005, 27 May 2009 and 26 October 2021). At each annual general meeting or any general meeting of the Company for the election and removal of Directors, any shareholder of the Company who wishes to nominate a person for election as a Director shall lodge at the registered office or at the head office of the Company (i) a notice of intention signed by such shareholder (other than the proposed candidate) duly qualified to attend and vote at the meeting; and (ii) a notice signed by the candidate of his willingness to be elected as a Director. The period for lodgement of such notices shall commence on (and include) the day after the despatch of the notice of meeting for such election and end on (and exclude) the date that is seven (7) days before the date for the meeting.
Shareholders shall provide the biography and particulars relating to the candidate set out in Rule 13.51(2) of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The shareholder providing the above particulars and the candidate shall ensure the truth, accuracy and completeness of such information.
The Company will, upon receipt of the properly lodged notices referred to above, issue an announcement as a supplementary circular containing particulars, of the proposed Director in accordance with the Listing Rules.
The Company has always upheld and attained high standard of business ethics, for which its transparency and standard of governance have been recognized by the public and its shareholders. High and strict standard of corporate governance enables the Company to operate steadily and efficiently and is in the long-term interests of the Company and its shareholders.
The management by the board of directors (the "Board") and its committees further enhances the Company's corporate governance standards. The Company is awarded with many honors, thanks to its sound fundamentals and excellent corporate governance.
The Board adopted the current code of ethics ("Code of Ethics") in 2023 to provide guidelines to the Directors and senior officers in legal and ethical matters as well as the sensitivities involved in reporting illegal and unethical matters. The Code of Ethics covers such areas as supervisory rules, insider dealing, market malpractices, conflict of interests, company opportunities, protection and proper use of the Company's assets as well as reporting requirements. All the Directors and senior officers are required to familiarize themselves with and follow the Code of Ethics to ensure that the Company's operations are honest and legal. Violations of the rules will be penalized and serious offences will result in dismissals.
The Company will review its Code of Ethics from time to time as part of its continued efforts to improve its corporate governance standards.
The responsibility to establish the integrated and effective Internal Control System has been well recognized by senior management of the Company. The Company has established an internal control system covering all levels and operating procedures，which is in line with the provisions of the Basic Standard for Enterprise Internal Control and the supporting guidelines jointly formulated by Five Ministries including the Ministry of Finance of the PRC, listing regulatory requirements and international internal control framework. By an effective internal control system, we ensure operations efficiency, reliability of financial reports, the necessary awareness of key risks and to protect interests of shareholders.
The Audit Committee of the Board is responsible for overseeing the operation of the internal monitoring systems, so as to ensure that the Board is able to monitor the Company's overall financial position, to protect the Company's assets, and to prevent major errors resulting from financial reporting or loss.
About Us
CNOOC Limited is a listed company on the Shanghai Stock Exchange and the Hong Kong Stock Exchange with stock codes of 600938 and 00883, respectively.
The Company is the largest producer of offshore crude oil and natural gas in China and one of the largest independent oil and gas exploration and production companies in the world. The Company mainly engages in exploration, development, production and sale of crude oil and natural gas.
