Corporate Governance
Corporate Governance
corporate governance
Corporate Governance

We are listed in both Shanghai and Hong Kong. Compliance with laws and regulations is the cornerstone of our sustainable development. We abide by the laws and regulations of our host jurisdictions, including the Companies Law of the PRC, the Securities Law of the PRC, CSRC’s Code of Corporate Governance for Listed Companies, Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, and other regulations.

We enhance the quality of our governance with a global perspective, following international standards and industry practices such as the Ten Principles of the United Nations Global Compact, the United Nations Guiding Principles on Business and Human Rights, the United Nations Convention against Corruption, and the Responsible Gold Mining Principles. Furthermore, we embed ESG concepts deeply into our activities, to build a governance model that aligns with international standards and reflects Zijin’s characteristics.

In line with Zijin’s value of Development for All, we respect the perspectives and needs of all stakeholders, including our shareholders, investors, employees, and contractors. This has become an integral part of our governance practices, serving as both a prerequisite and guarantee.

We practice the separation of ownership and management. Our Shareholders' General Meeting, Board of Directors, Supervisory Committee, and Management each fulfill their respective responsibilities, with strong collaboration and mutual support among them. This creates synergy in setting directions, making decisions, exercising oversight, and ensuring implementation.

 Shareholders and Shareholders' General Meeting

We strictly follow the laws and regulations of the Chinese mainland and Hong Kong, international ESG guidelines, as well as our Articles of Association and Rules Governing the Procedures of the Shareholders’ General Meeting. Proper procedures are followed when we convene, conduct and vote at our shareholders' meetings, ensuring that the rights of minority shareholders are protected, all investors are treated equally and that they are able to fully exercise their rights. To ensure the rights of all shareholders are respected and safeguarded, lawyers are hired to attend our shareholders' meetings to provide legal opinions in writing on the convening and voting procedures. 

Directors and Board of Directors

Our directors have been elected in compliance with the law. The size and composition of our Board of Directors meet legal and regulatory requirements. Our Board comprises 13 directors who attend Board meetings meticulously, diligently deliberating on all motions and fulfilling their duties. 

We revised our “Rules on the Work of Independent Directors”, 'Detail Rules of the Board’s Audit and Internal Control Committee”, and “Detail Rules of the Board’s Nomination and Remuneration Committee”, to better leverage the role of independent directors.

Within our Board, there are 6 independent directors and 1 non-executive director. They account for more than one-third of the Board’s members, as required by the Rules on Independent Directors for Listed Companies. The professional backgrounds of our 6 independent directors span various fields: mining, accounting, law, investment, and management. These directors, being experts in their respective fields, are capable of fully carrying out their duties and protecting the interests of the company as well as those of minority shareholders. They provide independent opinions on important and substantial company matters.

To ensure that the independent directors can fulfil their duties effectively, we have appointed one Convening Independent Director (Chief Independent Director) and hold closed-door meetings between the independent directors and the annual auditing accountants, the Chairman, and the specialized committees.

We have 2 female directors on our board, one executive and one independent, together making up 15.4% of the board. We have 1 female supervisor, who is also an external supervisor, accounting for 20% of the supervisory roles. Diverse perspectives from the members of our Board and Supervisory Committee, who are from a variety of backgrounds, add value to our strategic planning and decision-making processes, helping to ensure the best interests of all stakeholders are served.

Our Board has four specialized committees: The Strategic and Sustainable Development (ESG) Committee, the Execution and Investment Committee, the Audit and Internal Control Committee, and the Nomination and Remuneration Committee. They are equipped with well-established decision-making mechanisms. The Audit and Internal Control Committee is made up entirely of independent directors. Most of the Nomination and Remuneration Committee's members are independent directors, and the Committee is also chaired by an independent director.

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.