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 Asia Zarin Madan 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 Internal Audit Unit, as an independent internal department, evaluates processes and internal controls. By analyzing and assessing the performance of various departments, it aims to improve systems and reduce potential risks. Additionally, the Internal Audit Unit plays a crucial role in detecting financial misconduct and enhancing operational efficiency.
Together, the collaboration between the Audit Committee and Internal Audit Unit ensures the accuracy, transparency, and overall performance improvement of the organization.
Mehdi Afshar:
Chairman of the Audit Committee
Board Member: Yes
Independent: No
Education: Master’s in Accounting
Executive Experience: Finance and accounting manager at multiple institutions including Teacher Reserve Fund, Hooshyar Mamiz Audit, Bank Saman, and various industrial companies, Audit Supervisor, Avand Audit Institute
Audit Committee Member
Board Member: No
Independent: Yes
Education: Accounting (Ph.D.)
Executive Experience: 7 years as Senior Supervisor at Mofid Rahbar Audit Institute, Internal Audit Manager at Persia Oil and Gas Industry Development Company (4 years), Internal Audit Manager at the Oil Industries Engineering and Construction (PJSC) (since 2022)
Committee Member
Board Member: No
Independent Member: Yes
Education: Accounting (M.A.)
Executive Experience: Internal Audit Manager of listed companies for 2 years, Member of the Iranian Association of Certified Public Accountants for 8 years, Financial and Administrative Manager of listed company groups for 2 years, Board Member of listed companies for 3 years, Representative of the Iranian Association of Certified Public Accountants on Tax Dispute Resolution Boards in Tehran Province and Noor County
Dr. Hassan Rezaeipour:
Risk Committee Member
Board Member: No
Independent: Yes
Education: Accounting (PhD)
Executive Experience: Secretary-General of the Association of Stock Exchange Brokers, CEO of Sahm Ashna Brokerage, Member of the Audit Committee of Sadid Industrial Group, Member of the Audit Committee of the Civil Servants Pension Fund (CSPF)
Mehdi Afshar:
Chairman of the Audit Committee
Board Member: No
Independent: Yes
Education: Master’s in Accounting
Executive Experience: Finance and accounting manager at multiple institutions including Teacher Reserve Fund, Hooshyar Mamiz Audit, Bank Saman, and various industrial companies, Audit Supervisor, Avand Audit Institute
Javad Ranjbaran:
Risk Committee Member
Board Member: No
Independent Member: Yes
Education: Accounting (M.A.)
Executive Experience: Deputy of Finance and Economics at Stormland Trading Group, Investment Consultant at Aseman Asset Management Company, Financial and Administrative Manager at Parsian Energy Bitumen Industry, Financial and Administrative Manager at Shir Pars Stone Industries Company
Engineer Valiollah Bayat
Chairman of the Appointments Committee
Board Member: Yes
Independent: No
Education: Bachelor’s Degree in Industrial Engineering
Executive Experience: Head of Parts Manufacturing, Production and Planning Manager of the factory, Deputy for Technology Transfer Project, Deputy for Production and Planning, Deputy for Commercial Affairs, Sales, and Contracts at Pars Switch Company, Deputy for Planning and Development, and Head of the Technical Committee at Iran Zinc Mines Development Company, Head of Planning and Development at Rahan Tavan Company, Project Manager for MDF Production at Farsian Fiberboard, CEO of Pars Switch Company
Dr. Hesam Moghaddam Ali
Nomination Committee Member
Board Member: No
Independent: Ye
Education: Mining Engineering – Business Management (PhD)
Executive Experience: Executive Advisor to the Chairman of the Executive Board, IMIDRO (Iranian Mines and Mining Industries Development and Renovation Organization), Deputy for Mining and Mineral Industries Development Projects, IMIDRO, CEO of Opal Kani Pars Mineral Processing Holding, Member and Vice Chairman of the Development Council of the Iranian Mining Engineering System since 2022, Member of the Specialized Working Group of the Supreme Council of Mines (2021–2023), Member of the Iranian Society for Rock Mechanics (IRSRM), Member of the Iranian Society of Mining Engineering
Dr. Seyed Amir Masoud Jalali
Nomination Committee Member
Board Member: No
Independent: Yes
Education: Natural Resources and Environmental Sciences (PhD)
ExecutiveExperience: Chairman of the Board of Directors, Falat Zarin Kimia Mining Development Company,
Chairman of the Board of Directors, Falat Zarin Shargh Mining Development Company, Member of the Board of Directors, Mehdiabad Lead and Zinc Mines Development Company, Member of the Specialized Working Group of the Supreme Council of Mines, Member of the Agricultural and Natural Resources Engineering Organization; Head of the Technical Committee, Deputy for Land Protection Affairs, Member of the Passive Defense Working Group
Member of the Regulations and Legal Framework Development Working Group, Member of the Iran Coal Association, Member of the Lead and Zinc Producers and Exporters Association
Position: Financial and Administrative Manager
Education: Master’s in Financial Management
Executive Experience: Over 15 years of experience in finance and accounting services in listed and non-listed companies; holds a certified CFO qualification.
Position: Financial and Administrative Manager
Education: Master’s in Financial Management
Executive Experience: Over 16 years of experience in accounting and financial management in non-listed companies
| No. | Governance Requirements | Implemented Actions | |
| Effective governance mechanisms | Specialized committees formed; shareholder rights maintained; | board oversight implemented; transparency ensured. | |
| 2 | Board qualifications 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. In addition, reported issues and violations within related committees—such as the Employee Disciplinary Committee are reviewed and addressed. | |
| 4 | 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 unit | Independent internal audit unit established; monthly meetings; quarterly evaluation reports; operational risk mitigation. The internal audit unit’s reports are submitted to the Board of Directors on a quarterly basis for the evaluation of internal controls and are reviewed by the Board accordingly. | |
| Board disclosure of internal control reports | Audit results disclosed via | internal control reports on CODAL.||
| 8 | 8 Compliance regarding insider information |
Timely disclosure of material information as per legal and regulatory requirements; reported in sustainability report. Additionally, a mechanism has been established to ensure the timely and proper disclosure of final information. The detailed actions taken, as outlined in the Company’s Sustainability Report, are also available on the Company’s website at azmc.ir. | |
| 9 | Mechanism for reporting by stakeholders | Complaint reporting system implemented; online system monitored by management; timely follow-up. |
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| Remuneration of board and executives | Non-executive directors’ compensation per AGM | ; executives’ pay per company policies. | |
| 11 | Non-delegable board responsibilitiesFully adhered to | Article 37 of the law. | |
| 12 | Formation of Audit, Risk, and Nomination Committees | Number of Appointments Committee members: 3 | Number of declarations submitted: 3 |
| Number of Audit Committee members: 3 | Number of declarations submitted: 3 | ||
| Number of Risk Committee members: 3 | Number of declarations submitted: 3 | ||
| 13 | Awareness of board members of regulatory requirements and their responsibilities | Number of board members: 5 | Number of declarations submitted: 5 |
| 14 | Investor relations mechanisms Dedicated shareholder relations department; phone line active; regular engagement maintained. |
Dedicated shareholder relations department; phone line active; regular engagement maintained. The company’s IVR system for receiving shareholders’ comments and feedback has also been activated. | |
| 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 secretary | Independent board secretary appointed; | full compliance with corporate governance charter. | |
| Board secretary qualifications | As per charter; independent and knowledgeable in governance. | ||
| Board secretary responsibilities | Records, minutes, compliance reporting, and document archiving duties performed.Records, minutes, compliance reporting, and document archiving duties performed. | ||
| Disclosure of board and committee meetings | Board meeting reports published; | committee minutes provided to auditors. | |
| Agenda setting and priority approval by Chair | Agenda planned by Chair in | accordance with corporate governance rules. | |
| Recording dissenting opinions | Dissenting opinions documented | in board meeting minutes. | |
| 23 | Systematic approval of minutesBoard meeting minutes approved | following a standardized process. | |
| 24 | Verification of shareholder ownership or proxyVerified and approved | as per governance standards | |
| 25 | No ownership of parent company shares by subsidiariesComplied; | subsidiaries do not own parent company shares. | |
| 26 | Disclosure of all reports and information on timeAll required disclosures made in | compliance with laws and regulations. | |
| Written invitation of independent auditor to AGM | Independent auditor invited | to AGMs as required. | |
| 28 | Dividend payment schedule | The dividend payment schedule is arranged in a way that ensures the rights of all shareholders are fully protected. Shareholders’ dividends are paid through the SEJAM system within the timeframe specified by the Central Securities Depository and Settlement Company. A shareholder information completion form has been prepared and uploaded to the company’s CODAL system for those shareholders who, for valid reasons, were unable to receive their dividends. Shareholders who complete this form and submit a written request to the company’s Shareholder Affairs Department will receive their outstanding payments separately. | |
| 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. | |
| Determining fees, attendance, and bonuses | Non-executive board members’ fees,bonuses determined per AGM and company policy. | ||
| Sufficient time for shareholder Q and A at 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. | |
| 36 | Compliance with sustainability disclosure standardsAll sustainability disclosure | dimensions adhered to per regulations. | |
