Zijin Mining revamps governance, compensation; founder named honorary chairman

Zijin Mining Group will hold its Second Extraordinary General Meeting of Shareholders on December 31, 2025, to vote on several key proposals, including a comprehensive revision of its Articles of Association. The proposed changes aim to align with new corporate laws and regulatory guidelines, notably abolishing the supervisory board, with its functions to be taken over by the board of directors' audit and supervision committee. The board of directors will also be expanded from 13 to 15 members, adding one employee director and one independent director, resulting in seven executive directors, one non-executive director, and seven independent directors. Additionally, a new role of chief independent director will be established.

A significant leadership change involves the appointment of Chen Jinghe, the company's founder, as lifetime honorary chairman to acknowledge his substantial contributions. The company is also creating new senior management positions, including executive vice president and co-chief financial officer. Furthermore, the meeting will approve a new compensation and assessment plan for the ninth board of directors, establishing basic annual salaries ranging from 150,000 yuan to 250,000 yuan for executive directors and senior management, alongside performance-based incentives linked to the company's net asset return rate. Independent and non-executive directors will receive annual allowances of 420,000 yuan (504,000 yuan for chief independent director and overseas independent directors) and daily attendance subsidies.

These revisions will also see changes in the registered capital due to share repurchases and H-share placements, adjusting the total share count to 26,577,533,140 shares and the registered capital to 2,657,753,314 yuan. The board proposes a cumulative voting mechanism for the election of the ninth board of directors' non-independent and independent directors.