Corporate Governance
Corporate Governance Guidelines are a set of interactions among company members, including managers, shareholders, and other stakeholders, which create a structure used as a tool to achieve company objectives and monitor performance. These principles are designed to protect investors’ rights, prevent misconduct, and help improve the legal framework of companies listed on the stock exchange. They are approved and issued by the Securities and Exchange Organization.The goal of corporate governance principles is to assist policymakers in evaluating and improving the legal, regulatory, and institutional framework for corporate governance, thereby supporting effectiveness, efficiency, sustainable growth, and financial stability of the company.
Audit Committee and Internal Audit Unit
The Audit Committee and Internal Audit Unit play a vital role in ensuring financial transparency and proper organizational performance at the Iranian Zinc Industries Expansion Company. The Audit Committee, as an independent oversight body, is responsible for supervising financial processes and internal audits. It is established to ensure compliance with accounting regulations and standards, review financial reports, and identify potential financial risks.
The Audit Committee, as an independent oversight body, is responsible for supervising financial processes and internal audits. It is established to ensure compliance with accounting regulations and standards, review financial reports, and identify potential financial risks.
Together, the collaboration between the Audit Committee and Internal Audit Unit ensures the accuracy, transparency, and overall performance improvement of the organization.
Audit Committee 2020 (1399)
Audit Committee 2021 (1400)
Audit Committee 2022 (1401)
Audit Committee 2023 (1402)
Audit Committee 2024 (1403)
Audit Committee 2025 (1404)
Financial Reports and Activities
Internal Control Reports
Management Discussion and Analysis Reports
Board of Directors’ Activity Reports
Financial Statements Archive
Dividend Payment Schedule
Audit Committee
The Iranian Zinc Industries Expansion Company established its Audit Committee and Internal Audit Unit on January 07, 2021 (18 Dey 1399) to enhance financial transparency and internal controls.
The committee consists of three experts in accounting and auditing.
Audit Committee Members:
Dr. Meysam Aghapour Khameneh:
Audit Committee Member
Board Member: No
Independent: Yes
Education: Doctorate in Business Administration (DBA)
Executive Experience: Internal Audit Manager and Secretary of the Risk Committee at Ghadir Financial Group, Board Member at Apadana Isatis Company, Member of the Iranian Association of Certified Accountants, Responsible for supervision and evaluation of managers and specialized committees of the Teachers’ Reserve Fund.
Dr. Habib Reza Haddadi Siyahkoli
Chairman of the Audit Committee
Board Member: Yes
Independent: No
Education: PhD in Strategic Management (DBA)
Executive Experience: Chief Financial and Administrative Officer and Board Member at Bank Melli Iran Brokerage, Financial and Economic Manager at Tehran Stock Exchange, CEO and Vice Chairman of Omid Capital Assurance Company, Board Member of the Capital Market Development Mutual Fund, Chairman of the Capital Market Stabilization Fund, Member of the Tax Dispute Resolution Board at Tehran Tax Administration, Member of the Audit Committee at Ma Insurance Company, Board Member of Atieh Andishan Omid Trading and Support Services Company
Dr. Mohammad Amin Khanlarkhani
Member of the Audit Committee
Board Member: No
Independent: Yes
Education: PhD in Accounting
Executive Experience: Member of the Audit Committee at Ma Insurance Company, Internal Audit Manager at Iran Fara Bourse, Internal Audit Manager at Mehr Ayandegan Financial Development Group, Internal Audit Manager at Saman Majd Investment Company, Head and Internal Audit Manager at Tadbir Bartar Management and Supervision Services Company
Risk Committee Members:
Alireza Nosrat Nezami:
Risk Committee Member
Board Mmeber: No
Independent: Yes
Education: Master’s Degree in Accounting
Executive Experience: Internal Audit Manager of listed companies for 2 years
Member of the Iranian Association of Certified Accountants for 8 years
Financial and Administrative Manager of a group of listed companies for 2 years
Board Member of listed companies for 3 years
Representative of the Iranian Association of Certified Accountants in Tax Dispute Resolution Boards in Tehran Province and Noor County
Hamid Ameri:
Chairman of the Risk Committee
Board Member: Yes
Independent: No
Education: Master’s Degree in Accounting
Executive Experience: Board Member of Simin Madan Alborz Company (Private Joint Stock), Vice Chairman of the Board of Kani Yaran Zarin Mining Development Company (Private Joint Stock), Board Member of Qeshm Lead and Zinc Company (Private Joint Stock), Experience in Financial and Administrative Management in both listed and non-listed companies
Dr. Abbasali Pour-Aghajan:
Member of the Risk Committee
Board Member: No
Independent: Yes
Education: PhD in Accounting
Executive Experience: Certified Judicial Expert in Accounting and Auditing
Auditor at Mazandaran Agricultural Jihad Organization, Administrative Deputy at Islamic Azad University, Aliabad Branch, Director General of Planning and Knowledge-Based Economy at Islamic Azad University, Qaemshahr Branch, Administrative and Financial Deputy at Islamic Azad University, Qaemshahr Branch, Chair of the Specialized Administrative and Financial Council of Mazandaran Province, Chair of the Specialized Council for Resource Development and Management of Mazandaran Province
Nomination Committee Members:
Dr. Iraj Tajeddin:
Member of the Nomination Committee
Board Member: No
Independent: Yes
Education: Industrial Management (PhD)
Executive Experience: Deputy CEO of Mofid Industry and Mining Development Holding, CEO and Board Member of Pamidco Holding Company, Director General of Industrial and Research Cooperation Development, Ministry of Defense (Deputy of Industrial and Research Affairs), Member of the Specialized Task Force for Production Support, Member of the Qualification Committee for Knowledge-Based Companies, Lecturer at Iran University of Science and Technology, Amirkabir University of Technology, and the Faculty of Economics, University of Tehran
Dr. Hessam Moghaddam Ali:
Member of the Nomination Committee
Board Member: No
Independent: Yes
Education: Mining Engineering – Business Administration (DBA)
Executive Experience: Executive Advisor to the Chairman of the Board, Iranian Mines and Mining Industries Development and Renovation Organization, Deputy for Mine and Mineral Industry Development Projects, Iranian Mines and Mining Industries Development and Renovation Organization, CEO of Opal Kani Pars Mineral Processing Holding, Member and Vice Chair of the National Mining Engineering Development Council since 2022, Member of the Specialized Task Force of the High Council of Mines from 2021 to 2023, Member of the Iranian Society for Rock Mechanics (IRSRM), Member of the Iranian Mining Engineers Association
Eng. Samad Alipour
Chairman of the Nomination Committee
Board Memebr: Yes
Independent: No
Education: Master’s Degree in Accounting
Executive Experience: Advisor to the Zanjan Chamber of Commerce, Director General of Management, Planning, and Budget Organization of Zanjan Province, Deputy for Budget and Oversight, Management, Planning, and Budget Organization of Zanjan Province, Head of the Production Affairs Group, Management, Planning, and Budget Organization of Zanjan Province, Member of economic working Groups, Zanjan Exporters’ Union, and Zanjan Entrepreneurs’ Association.
Internal Audit Unit
Formation Date: January 07, 2021 (1399/10/18)
Internal Audit Manager
Hojjat Najmpour:
Internal Audit Manager
Education Experience: Bachelor’s in Accounting
Executive Experience: Over 14 years of experience in financial services in both listed and non-listed companies
Company CFO:
Soheil Sarlak:
Position: Financial and Administrative Manager
Education: Master’s in Financial Management
Executive Experience: Financial Markets Analyst, Over 8 years of executive experience in financial management across various industries, Over 5 years of auditing experience in firms affiliated with the Iranian Association of Certified Accountants and certified by the Stock Exchang, Instructor of specialized financial subjects and financial software, Consultant in analyzing and designing financial structures and ERP systems in key industries
Performance in fulfilling the principles of the Corporate Governance Guideline.
| No. | Governance Requirements | Implemented Actions | |
| Effective governance mechanisms | Specialized committees formed; | shareholder rights maintained; board oversight implemented; transparency ensured. | |
| Board Qualification and Integrity | Members vetted for education, experience, and criminal record; | independent/executive roles separated; declarations obtained. | |
| Organizational Ethics | Ethics charter established, including honesty, integrity, and compliance; | published online; disciplinary committees review violations. | |
| Equal Shareholder rights | Voting rights, timely information, ownership registration, profit sharing, and dividend payments ensured; | reported in sustainability report. | |
| Disclosure of related-party transactions | All related-party transactions disclosed and audited | ;reported in financial statements and CODAL. | |
| 6 | Internal controls and internal audit unitIndependent internal audit unit established; | monthly meetings; quarterly evaluation reports; operational risk mitigation. | |
| 7 | Board disclosure of internal control reportsAudit results disclosed via | internal control reports on CODAL. | |
| Compliance regarding insider information | Timely disclosure of material information as per legal and regulatory requirements;reported in sustainability report. | ||
| 9 | Mechanism for reporting by stakeholders Complaint reporting system implemented; online system monitored by management; timely follow-up. | ||
| Remuneration of board and executives | Non-executive directors’ compensation per AGM; | executives’ pay per company policies. | |
| Non-delegable board responsibilities | Fully adhered to | Article 37 of the law. | |
| 12 | Formation of Audit, Risk and Nomination Committees | Number of Nomination Committee Members: 3 | Number of submitted affidavits: 3 |
| Number of audit committee members: | 3Number of submitted affidavits: | 3||
| Number of risk committee members | : 3Number of submitted affidavits: | 3||
| 13 | Awareness of board members of regulatory requirements and their responsibilities | Number of board members: 5 | Number of submitted affidavits: 5 affidavits |
| Investor relations mechanisms | Dedicated shareholder relations department; phone line active | ;regular engagement maintained. | |
| Board charter preparation | Charter prepared and implemented | according to guidelines. | |
| CEO responsibility for executive management | CEO executes operational duties | and reports regularly to the board. | |
| Appointment of a board secretory | Independent board secretary appointed; | full compliance with corporate governance charter. | |
| Board secretory qualifications | As per charter; independent and knowledgeable in governance. | ||
| Board secretory responsibilities | Records, minutes, compliance reporting, and document archiving duties performed. | ||
| Disclosure of board and committee meetings | Board meeting reports published; | committee minutes provided to auditors. | |
| 21 | Agenda setting and priority approval by ChairAgenda planned by Chair in | accordance with corporate governance rules. | |
| Recording dissenting opinions | Dissenting opinions documented | in board meeting minutes. | |
| Systematic approval of minutes | Board meeting minutes approved | following a standardized process. | |
| Verification of shareholder ownership or proxy | Verified and approved | as per governance standards. | |
| No ownership of parent company shares by subsidiaries | Complied; subsidiaries do | not own parent company shares | .|
| Disclosure of all reports and information on time | All required disclosures made | in compliance with laws and regulations. | |
| Written invitation of independent auditor of AGM | Independent auditor | invited to AGMs as required. | |
| 28 | Dividend payment scheduleDividend payments scheduled and delivered via SEJAM; | late claims processed through form submission | |
| Attendance of CEO, board and audit chair at AGM | All key personnel attended | AGMs in compliance with rules. | |
| Decisions on auditor's report items at AGM | Decisions taken per | corporate governance requirements. | |
| 31 | Determining fees, attendance and bonusesNon-executive board members’ fees, | bonuses determined per AGM and company policy | .|
| Sufficient time for shareholder Q and AGM | Shareholders given adequate time | to ask questions; fully compliant. | |
| Disclosure of material board information | Board performance and | material information disclosed in reports. | |
| Disclosure of corporate governance implementation | Corporate governance actions disclosed | in management performance and interpretive reports. | |
| Disclosure of sustainability report | Sustainability report included | in interpretive and performance reporting. | |
| Compliance with sustainability disclosure standards | All sustainability disclosuredimensions adhered to per regulations. | ||
