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.
The Audit Committee and Internal Audit Unit play a vital role in ensuring financial transparency and proper organizational performance at the Iranian Lead and Zinc Production and Development 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.
The Iranian Lead and Zinc Production and Development Company established its Audit Committee and Internal Audit Unit on January 12, 2021 (23 Dey 1399) to enhance financial transparency and internal controls.
The committee consists of three experts in accounting and auditing.
Committee Member
Board Member: No
Independent: Yes
Education Experience: PhD in Accounting
Executive Experience: Former Audit Committee Member at Ma Insurance; Internal Audit Manager at IFB; Internal Audit Manager at Mehr Ayandegan Financial Development Group Company; Internal Audit Manager at Saman Majd Investment Company; Head of Internal Audit at Tadbir Bartar Management Services
Chairman of the Committee
Board Member: Yes
Independent: No
Education: Master’s in Accounting
Experience: Financial and Administrative Deputy at Aramis Technology and Knowledge Pioneer Company; Board Member of multiple holding companies; Member of the Risk Committee and Economic Committee, Daneshmand Holding (affiliated with the Mostazafan Foundation); Advisor and Financial Manager at Lejvar Industrial Group; Head of Accounting and Share Administration Manager, Iran Combine Manufacturing Company (Public Joint Stock) (affiliated with Astan Quds Razavi); Financial Expert, Fakoor Magnetics Espadana Company (affiliated with Namad Sanat Pars Holding)
Committee Member
Board Member: No
Independent: Yes
Education Experience: PhD in Accounting
Executive Experience: Official accountant and auditor; tax advisor; member of professional financial managers association; over 15 years of accounting, auditing, and financial management in holdings, production, service, and contracting companies; over 9 years of teaching at universities
Chairman of the Committee
Board Member: Yes
Independent: No
Education Experience: Master’s in Accounting
Executive Experience: Financial and Administrative Deputy at Aramis Technology and Knowledge Pioneer Company; Board Member of multiple holding companies; Risk and Economic Committee Member at Daneshmand Holding (affiliated with the Mostazafan Foundation); Advisor and Financial Manager, Lajvar Industrial Group; Head of Accounting and Share Administration Manager, Iran Combine Manufacturing Manufacturing Company (Public Joint Stock) (affiliated with Astan Quds Razavi); Financial Expert, Fakoor Magnetics Espadana Company (affiliated with Namad Sanat Pars Holding)
Committee Member
Board Member: No
Independent: Yes
Education Experience: Master’s in Accounting
Executive Experience: Finance and accounting manager at multiple institutions including Teachers Investment Fund, , Hooshyar Momayez Audit Firm(ICPA), Bank Saman, Accounting and administrative manager at Kelardasht Decorative Stone Company, and Audit Supervisor, Avand Audit Institute
Audit Committee Member
Board Member: No
Independent: Yes
Education Experience: PhD in Accounting
Executive Experience: Faculty member at Islamic Azad University (Golestan); Financial and investment consultant; Risk Committee Member of Iran Carbon Company; member of Iranian Association of Internal Auditors and Iran Management Accounting Association.
Chairman of the Committee
Board Member: Yes
Independent: No
Educational Background: Master’s degree in Management
Executive Experience:
Production Supervisor at Asia Zarin Madan Company
Production Manager at Kimia Zanjan Gostaran Industrial and Mining Company
Factory Manager at Iranian Lead and Zinc Production and Development Company
CEO of Zarin Alborz Iranian Mineral Processing Company
Committee Member
Board Member: No
Independent: Yes
Education Experience: PhD in Natural Resources and Environment
Executive Experience: Chairman of the board at Falat Zarin Kimia Mining Development Company, Board member at Mehdiabad Lead and Zinc Mines Development Company, Member of the Specialized Working Group of the Specialized Council of Mines, Agricultural and Natural Resources Engineering Organization, Chairman of the technical committee, Deputy of the National Land Affairs Organization of Iran, Member of the Passive Defense Working Group, Member of the Rules and Regulations Working Group, Member of the Iran Coal Association,
and Member of the Association of Lead and Zinc Producers and Exporters.
Committee Member
Board Member: No
Independent: Yes
Education Experience: Master’s in Accounting
Executive Experience: Over 10 years university teaching; 20 years of financial management in listed and unlisted companies
Formation Date: January 12, 2021 (1399/10/23)
Number of Staff: 1
Internal Audit Manager
Education Experience: Bachelor’s in Accounting
Executive Experience: 28 years in accounting and auditing in listed and unlisted companies
Position: Financial & Administrative Manager
Education: Master’s in Financial Management
Experience: 12 years executive experience, Head of Accounting in various companies
| No. | Governance Requirements | Implemented Actions | |
| 1) Effective governance mechanisms | Specialized committees formed; shareholder rights maintained; | board oversight implemented; transparency ensured. | |
| 2) Board Qualification and Integrity | Members vetted for education, experience, and criminal record; | independent/executive roles separated; declarations obtained. | |
| 3) Organizational Ethics Ethics charter established, including honesty, integrity, | and compliance; published online; disciplinary committees review violations. | ||
| 4) Equal Shareholder rights | Voting rights, timely information, ownership registration, profit sharing, | and dividend payments ensured; reported in sustainability report. | |
| 5) Disclosure of related-party transactions | All related-party transactions disclosed and audited; | reported in financial statements and CODAL. | |
| 6) Internal controls and internal audit unit | Independent internal audit unit established; | monthly meetings; quarterly evaluation reports; operational risk mitigation. | |
| 7) Board disclosure of internal control reports | Audit results disclosed via | internal control reports on CODAL. | |
| 8) 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. | |
| 10) Remuneration of board and executives | Non-executive directors’ compensation per AGM; | executives’ pay per company policies. | |
| 11) Non-delegable board responsibilities | Fully adhered to | Article 37 of the law. | |
| 12 | 12) Formation of Audit, Risk and Nomination Committees | Number of Nomination Committee Members: 3 | Number of submitted affidavits: 3 |
| Number of audit committee members: 3 | Number of submitted affidavits: 3 | ||
| Number of risk committee members: 3 | Number 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 |
| 14) Investor relations mechanisms | Dedicated shareholder relations department; | phone line active; regular engagement maintained. | |
| 15) Board charter preparation | Charter prepared and | implemented according to guidelines. | |
| 16) CEO responsibility for executive management | CEO executes operational | duties and reports regularly to the board. | |
| 17) Appointment of a board secretory | Independent board secretary appointed; | full compliance with corporate governance charter. | |
| 18) Board secretory qualifications | As per charter; independent and knowledgeable in governance. | ||
| 19) Board secretory responsibilities | Records, minutes, compliance reporting, and document archiving duties performed. | ||
| 20) Disclosure of board | and committee meetings Board meeting reports published; | committee minutes provided to auditors. | |
| 21) Agenda setting and priority approval by Chair | Agenda planned by Chair | in accordance with corporate governance rules. | |
| 22) Recording dissenting opinions | Dissenting opinions | documented in board meeting minutes. | |
| 23) Systematic approval of minutes | Board meeting minutes | approved following a standardized process. | |
| 24) Verification of shareholder ownership or proxy | Verified and approved as | per governance standards. | |
| 25) No ownership of parent company shares by subsidiaries | Complied; | subsidiaries do not own parent company shares. | |
| 26) Disclosure of all reports and information on time | All required disclosures made | in compliance with laws and regulations. | |
| 27) Written invitation of independent auditor of AGM | Independent auditor | invited to AGMs as required. | |
| 28) Dividend payment schedule D | ividend payments scheduled and delivered via SEJAM; | late claims processed through form submission | |
| 29) Attendance of CEO, board and audit chair at AGM A | ll key personnel attended AGMs | in compliance with rules. | |
| 30) Decisions on auditor's report items at AGM | Decisions taken per corporate | governance requirements. | |
| 31) Determining fees, attendance and bonuses | Non-executive board members’ fees | ,bonuses determined per AGM and company policy. | |
| 32) Sufficient time for shareholder Q and AGM | Shareholders given adequate time to ask questions; | fully compliant. | |
| 33) Disclosure of material board information | Board performance and | material information disclosed in reports. | |
| 34) Disclosure of corporate governance implementation | Corporate governance actions disclosed | in management performance and interpretive reports. | |
| 35) Disclosure of sustainability report | Sustainability report included | in interpretive and performance reporting. | |
| 36) Compliance with sustainability disclosure standards | All sustainability disclosure | dimensions adhered to per regulations. | |
