Jiangxi Copper Company Limited released a comprehensive set of rules detailing the structure, responsibilities, and procedures governing its Board of Directors. According to the announcement, the Board consists of 11 directors, one of whom is elected by employees. At least one-third of the directors serve as independent (non-executive) members, fulfilling professional and financial expertise requirements.
Under these rules, the Board is accountable to the General Meeting and holds powers that include convening shareholder meetings, formulating operational and investment plans, and appointing or dismissing key management. Certain decisions—such as changes in registered capital and substantial mergers or asset transactions—must be passed by at least two-thirds of the directors. The chairman acts as the legal representative, presides over all Board meetings, and oversees implementation of resolutions.
The company stipulates that Board meetings shall occur at least four times a year. Special meetings can be convened upon requests from shareholders representing more than 10% of voting rights, at least one-third of the directors, or the chairman. Each director is required to fulfill loyalty and due diligence obligations, avoid conflicts of interest, and safeguard company assets. Independent directors play a significant role in committees such as the Audit Committee, Nomination Committee, and Remuneration Committee, ensuring financial oversight and sound governance.
Minutes of Board meetings and any related resolutions require prompt disclosure, with each director signing and confirming final decisions. These newly released rules take effect upon approval by the General Meeting, and all company stakeholders are expected to adhere to them under the current regulatory framework.