CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2005
PETROCHINA COMPANY LIMITED
16 ANDELU, DONGCHENG DISTRICT
BEIJING, THE PEOPLE'S REPUBLIC OF CHINA, 100011
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
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(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
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(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- )
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PetroChina Company Limited (the "Registrant") is furnishing, under the
cover of Form 6-K, the Registrant's announcement with respect to the significant
differences in corporate governance for purposes of Section 303A.11 of the New
York Stock Exchange Listed Company Manual.
(PETROCHINA COMPANY LOGO)
(CHINESE CHARACTERS)
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(STOCK CODE: 857)
OVERSEAS REGULATORY ANNOUNCEMENT
SIGNIFICANT DIFFERENCES
IN CORPORATE GOVERNANCE PRACTICES
FOR PURPOSES OF SECTION 303A. 11 OF
THE NEW YORK STOCK EXCHANGE LISTED COMPANY MANUAL
On November 4, 2003, the New York Stock Exchange (the "NYSE") adopted new
corporate governance rules. Under these rules, we are required to disclose a
summary of the significant differences between our corporate governance
practices and those that would apply to a U.S. domestic issuer under the NYSE
corporate governance rules.
We are incorporated under the laws of the People's Republic of China (the
"PRC"), with H shares publicly traded on the Hong Kong Stock Exchange (the
"HKSE") and American Deposit Shares representing H shares on the NYSE. As a
result, our corporate governance framework is subject to the mandatory
provisions of the PRC Company Law and the securities laws and regulations of
Hong Kong and the United States.
The following discussion summarizes the significant differences between our
corporate governance practices and those that would apply to a U.S. domestic
issuer under the NYSE corporate governance rules.
BOARD INDEPENDENCE
Under the NYSE corporate governance rule 303A.01, a listed company must have a
majority of independent directors on its board of directors. A company of which
more than 50% of the voting power is held by an individual, a group or another
company (a "controlled company") is not required to comply with this
requirement. Because approximately 90% of our voting power is controlled by
China National Petroleum Corporation ("CNPC"), we, as a controlled company,
would not be required to comply with the majority of independent directors
requirement. In addition, we are not required under the PRC Company Law and the
Rules Governing the Listing of Securities on the Stock Exchange Hong Kong
Limited (the "HKSE Listing Rules") to have a majority of independent directors
on our board of directors. Currently, three of our thirteen directors are
independent non-executive directors.
Under the NYSE corporate governance rule 303A.03, the non-executive directors of
a listed company must meet at regularly scheduled executive sessions without
management. There are no mandatory requirements under the PRC Company Law and
the HKSE Listing Rules that a listed company should hold, and we currently do
not hold, such executive sessions.
NOMINATING/CORPORATE GOVERNANCE COMMITTEE
Under the NYSE corporate governance rule 303A.04, a listed company must have a
nominating/corporate governance committee composed entirely of independent
directors, with a written charter that covers certain minimum specified duties.
We are not required under the PRC Company Law and the HKSE Listing Rules to
have, and we do not currently have, a nominating/corporate governance committee.
COMPENSATION COMMITTEE
Under the NYSE corporate governance rule 303A.05, a listed company must have a
compensation committee composed entirely of independent directors, with a
written charter that covers certain minimum specified duties. The compensation
committee of a "controlled company" is not required to be composed entirely of
independent directors. We are not required under the PRC Company Law to have a
compensation committee. Under the Corporate Governance Code of the HKSE Listing
Rules, a listed company must have a remuneration committee composed of a
majority of independent non-executive directors, with a written terms of
references that covers certain minimum specified duties.
We currently do not have a compensation committee composed entirely of
independent directors. However, we have an evaluation and remuneration committee
including independent non-executive directors. The major responsibilities of our
evaluation and remuneration committee include:
reviewing the current standing of President-appointed Senior Vice
President, Vice Presidents, Chief Financial Officer and other senior
management personnel and making recommendations for such review to the
board of directors;
managing and conducting performance evaluations for our President and
reporting the results of such evaluations to the board of directors;
monitoring performance evaluations conducted by our President for Senior
Vice President, Vice Presidents, Chief Financial Officer and other senior
management personnel; and
studying our incentive plan, compensation plan and stock appreciation
rights plan, supervising and evaluating the implementation of these plans
and making recommendations for further improvements to such plans.
CORPORATE GOVERNANCE GUIDELINES
Under the NYSE corporate governance rule 303A.09, a listed company must adopt
and disclose corporate governance guidelines that cover certain minimum
specified subjects. We are not required under the PRC Company Law and the HKSE
Listing Rules to have, and we do not currently have, formal corporate governance
guidelines. However, we have the Articles of Association, a Manual of Board of
Directors and a Trial Implementation Rules for Compensation of Senior Management
that address the following subjects:
director qualification standards and responsibilities;
key board committee responsibilities;
director compensation; and
director orientation and continuing education
In addition, under the HKSE Listing Rules, we are expected to comply with, but
may choose to deviate from, certain code provisions in the Corporate Governance
Code of the Listing Rules which sets forth the principles and standards of
corporate governance for listed companies. Pursuant to the HKSE Listing Rules,
if we choose to deviate from any code provisions of the Corporate Governance
Code, we must disclose such deviations in our annual report.
CODE OF BUSINESS CONDUCT AND ETHICS
Under the NYSE corporate governance rule 303A.10, a listed company must adopt
and disclose its code of business conduct and ethics for directors, officers and
employees. We adopted our code of business conduct and ethics for senior
management on March 23, 2004 and have disclosed the content of this code on our
website and in the annual report on Form 20-F for the fiscal year ended December
31, 2003. In addition, we adopted our code of business conduct and ethics for
employees on March 2, 2005 and have disclosed the content of this code on our
website. We are not required under the PRC Company Law and the HKSE Listing
Rules to have, and we do not currently have, a code of business conduct and
ethics for directors. However, pursuant to the HKSE Listing Rules, all of our
directors must comply with the Model Code for Securities Transactions by
Directors of Listed Companies (the "Model Code") as set out in the Listing
Rules. The Model Code sets forth required standards with which the directors of
a listed company must comply in securities transactions of the listed company.
By Order of the Board
LI HUAIQI
Secretary to the Board
1 April 2005
As at the date of this announcement, the Board comprises Mr. Chen Geng as the
Chairman; Mr. Jiang Jiemin and Mr. Ren Chuanjun as Vice Chairmen; Mr. Su Shulin,
Mr. Duan Wende and Mr. Wang Fucheng as executive directors; Mr. Zheng Hu, Mr.
Zhou Jiping, Mr. Gong Huazhang and Mr. Zou Haifeng as non-executive directors;
and Mr. Chee-Chen Tung, Mr. Liu Hongru and Mr. Franco Bernabe as independent
non-executive directors.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PetroChina Company Limited
Dated: April 4, 2005 By: /s/ Li Huaiqi
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Name: Li Huaiqi
Title: Company Secretary