We are listed on the Shanghai and Hong Kong stock exchanges and comply with the laws and regulations of our projects’ host jurisdictions. These include the Company Law of the People’s Republic of China (PRC), the Securities Law of the PRC, the Code of Corporate Governance for Listed Companies issued by the China Securities Regulatory Commission, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and other relevant regulations.
We have developed a Zijin-specific corporate governance model that meets international standards by aligning with global benchmarks, drawing on industry best practices, and integrating ESG principles into our operations.
We maintain a clear separation of ownership and management, with distinct roles for the shareholders’ meeting, board of directors, supervisory committee, and management. These bodies collaborate closely, supporting one another to drive effective governance. This teamwork sparks positive synergy in setting directions, making decisions, exercising oversight, and driving implementation.
Specifically, the shareholders’ meeting and board of directors steer strategic decisions, the management executes them, and the supervisory committee provides comprehensive oversight. Together, these bodies form a strong governance framework with a clear separation of powers—decision-making, supervision, and execution. Highly coordinated and balanced, this structure is the cornerstone of our corporate governance, indispensable to our success.
Shareholders and Shareholders' General Meeting
In accordance with applicable laws and regulations, we have put in place appropriate procedures for convening, holding, and voting at our shareholders' meetings. These are designed to ensure that the rights of minority shareholders are protected, all investors are treated equally, and shareholders and investors can fully exercise their legitimate rights. Furthermore, we engage lawyers to attend these meetings and provide written legal opinions on the convening and voting procedures, thereby fully respecting and safeguarding the legitimate rights of all shareholders.
Directors and Board of Directors
Our board members are elected in compliance with applicable laws and regulations. The size and composition of our Board meet legal and regulatory requirements. Our Board comprises 12 directors who attend Board meetings diligently, carefully consider all motions, and perform their responsibilities earnestly.
We revised our policies, including the “Rules on the Work of Independent Directors”, “Detailed Rules of the Board’s Audit and Internal Control Committee”, and “Detailed Rules of the Board’s Nomination and Remuneration Committee”, to enable independent directors to play a more productive role.
Our Board includes 5 independent directors and 1 non-executive director, exceeding the one-third requirement under the Rules on Independent Directors for Listed Companies. The professional backgrounds of our 5 independent directors span mining, accounting, law, investment, and management. As experts in their respective fields, they are able to fulfill their duties effectively and safeguard the interests of both the company and minority shareholders. They provide independent views on important and significant company matters.
Led by a Convening Independent Director (Chief Independent Director), our independent directors regularly hold closed-door meetings with our annual auditors, the Chairman, and the Board committees. These meetings help ensure they perform their duties effectively.
We have 2 female directors on our Board—one executive and one independent—making up 16.6% of the Board. We also have 1 female external supervisor, accounting for 20% of our supervisors. Diverse perspectives from the members of our Board and Supervisory Committee, drawn from a variety of backgrounds, add value to our strategic planning and decision-making processes, ensuring we serve the best interests of all stakeholders.
Our Board has four specialized committees with well-established decision-making processes: The Strategic and Sustainable Development (ESG) Committee, the Execution and Investment Committee, the Audit and Internal Control Committee (composed entirely of independent directors), and the Nomination and Remuneration Committee (mostly independent directors and chaired by one).
Supervisors and the Supervisory Committee
Our Supervisory Committee’s size and composition are in line with legal and regulatory requirements, with the supervisors elected in accordance with law and regulations. Our Supervisory Committee is comprised of 5 members, including 2 employee supervisors elected by the Staff Congress. The supervisors attend the Committee’s meetings, fulfill their duties diligently, and provide oversight and feedback on significant matters and the financial situation of our company.
Notably, we have a unique “five-pronged” supervisory mechanism. The Supervision and Audit Office, a permanent body under the Supervisory Committee, monitors our day-to-day operations and financial activities to ensure compliance with laws and procedures.