Aluminum Corporation of China Limited (CHALCO) released a revised “Rules of Procedures for the Board Meeting,” establishing a detailed governance framework that reinforces board composition, decision-making thresholds, management authorization limits and ESG oversight.

Key Provisions

1. Board Structure • The board is fixed at nine members, with outside directors exceeding 50% and at least one-third (minimum three) being independent. • An employee director is mandatory, and independent directors are capped at six consecutive years. • The chairman, elected by a simple majority of all directors, serves a renewable three-year term and acts as CHALCO’s legal representative.

2. Voting Thresholds • Standard resolutions require a simple majority of the full board; strategic items—capital increases or reductions, major M&A, share repurchases under specific circumstances, amendments to the Articles of Association, equity incentive plans and major guarantees—require approval by at least two-thirds of directors. • Directors with conflicts must recuse themselves; if fewer than three disinterested directors remain, the issue is escalated to a shareholders’ meeting.

3. Management Authorization Limits Subject to board delegation, management may approve: • Domestic investments below RMB1.50 billion and overseas investments below RMB750 million. • Asset leases, transfers or swaps involving amounts under RMB1 billion; annual write-offs or scrapping losses under 10% of prior-year net profit. • Subsidiary formations, M&A or joint ventures with capital contributions under RMB1 billion. • Establishment or liquidation of private equity funds up to RMB500 million and principal-guaranteed wealth-management investments under RMB100 million.

4. Meeting Frequency and Format • At least four regular board meetings per year, with a minimum 10-day written notice; extraordinary meetings can be convened within five days—or immediately in urgent cases—by shareholders holding ≥10% of voting rights, one-third of directors, half of independent directors, the Audit Committee or the chairman. • Written resolutions are permitted when allowed by listing rules.

5. Special Committees • Six committees—Audit, Nomination, Remuneration, Development & Planning, ESG and others as required—report directly to the board. • The Audit Committee consists solely of independent directors and assumes statutory supervisory responsibilities. • Nomination and Remuneration Committees must have a majority of independent directors. • The ESG Committee reviews the annual ESG Report and oversees major health, safety and environmental matters.

6. Director Duties and Training • Directors must adhere to explicit loyalty, diligence and confidentiality obligations, refrain from related-party conflicts, and complete continuous professional training. • Independent directors are empowered to engage external advisors at CHALCO’s expense, convene standalone meetings and publicly solicit minority shareholder votes.

7. Governance & Compliance • The board will review CHALCO’s corporate governance policies annually, monitor compliance, maintain anti-fraud mechanisms and ensure full implementation of court rulings related to board resolutions.

Implementation

The new rules take effect upon shareholder approval and will operate as an appendix to CHALCO’s Articles of Association. Any future inconsistencies with PRC law or listing-rule changes will automatically defer to the higher-level regulations.