**Exhibit 99.2**     **Board Charter.****ALCAN INC. BOARD OF DIRECTORS CHARTER****I.** **STATEMENT OF POLICY**The Board of Directors of Alcan Inc. (the “Company”) is elected by the Company’s Shareholders tosupervise the management of the business and affairs of the Company. The prime stewardshipresponsibility of Alcan’s Board is to promote the viability of the Company and to require that itis managed in the interest of the Shareholders as a whole while taking into account the interestsof other stakeholders.The Board sets policy for the Company and advises the Chief Executive Officer and senior executiveOfficers who manage the Company’s business and affairs.**II.** **COMPOSITION AND ORGANIZATION OF THE BOARD** **1.** **Selection of Members**The Corporate Governance Committee of the Board maintains an overview of the desired size of theBoard, the need for recruitment and the expected experience of the new candidates. The CorporateGovernance Committee, directly or through a sub-committee, reviews and recommends to the Board thecandidates for nomination as Directors. The Board approves the final choice of candidates fornomination and election by the Shareholders.**2.** **Membership Criteria**Board members must have an appropriate mix of skills, knowledge and experience in business and anunderstanding of the regions in which the Company operates. Directors selected should be able tocommit the requisite time for all the Board’s business.**3.** **Independent Directors**A majority of the Board shall be composed of Directors who must be determined to have no materialrelationship with the Company and who, in the reasonable opinion of the Board, must be independentunder the laws, regulations and listing requirements to which the Company is subject. The Board hasapproved *Guidelines on the Independence of Directors of Alcan*which contain specific criteria fordetermining Director independence*.***4.** **Chairman**The Board shall appoint its Chairman and Vice-Chairman (if one is to be appointed) from among theCompany’s Directors. In the event that the Chairman is a Director who is an executive of theCompany, the Board shall also appoint a Lead Director from among the non-executive Directors tochair the Board at all meetings where Management is absent and to assume other appropriatefunctions.February 2007
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The Chairman’s responsibilities include the following:(a) presiding at meetings of Shareholders and the Board; (b) providing leadership to enhance Board effectiveness and focus; (c) acting as liaison between the Board and Management; (d) assisting in representing the Company to external groups; and (e) overseeing the application of good corporate governance.**5.** **Retirement Age**A Director who has attained the age of 72 prior to the Annual Meeting of Shareholders in any yearshall retire from office at such Annual Meeting.**6.** **Term of Directors**The Directors are elected by the Shareholders at every Annual Meeting. The term of office of eachDirector shall expire at the close of the Annual Meeting of Shareholders following that at which heor she was elected.**III.** **MEETINGS OF THE BOARD** **1.** **Board Agenda**The Chairman of the Board, in consultation with the appropriate members of Management and withinput of other Directors as required, develops the agenda for Board Meetings.**2.** **Board Material Distribution**Information and materials that are important to the Board’s understanding of the agenda items andrelated topics are distributed in advance of the meeting. The Company will deliver information onthe business, operations and finances of the Company to the Board on a monthly basis and on anas-required basis.**3.** **Board Meeting Frequency and Schedule**A minimum of six regularly-scheduled Board meetings shall be held each year. Additional meetingsmay be held when required. The Chairman of the Board, in consultation with the Directors andManagement, will set the frequency and length of Board meetings. Board members may participate inadditional meetings by means of conference calls or similar communications equipment by means ofwhich all persons participating in the meeting can communicate with each other.**4.** **Management at Meetings**Management participates by invitation in Board meetings and makes presentations to allow Directorsto gain additional understanding and insight into the Company’s businesses.**5.** ***In-camera*****Meetings**Every meeting of the Board shall include one or more in-camera sessions at which no executiveDirectors or other members of senior Management are present, to allow free and open discussion andcommunication among the non-executive Directors.February 2007
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**IV.** **DUTIES AND RESPONSIBILITIES OF THE BOARD**In addition to its statutory responsibilities, the Board has the following duties andresponsibilities:(a) receiving confirmation that Alcan is operated so as to preserve its financial integrity andin accordance with policies approved by the Board; (b) appointing its Chief Executive Officer, developing his or her position description andensuring succession preparedness with the recommendations of the Corporate GovernanceCommittee; (c) adopting a strategic planning process and thereafter reviewing and approving the overallbusiness strategy for the Company, all of which are developed at first by Management; (d) in conjunction with Management, identifying the principal risks of the Company’s businessesand overseeing the implementation of appropriate systems to manage these risks; (e) requiring that appropriate structures and procedures are in place so that the Board and itscommittees can function independently of Management; (f) providing a source of advice and counsel to Management on critical and sensitive problems; (g) reviewing and approving key policy statements developed by Management on various issues suchas ethics, compliance, communications, environment and public disclosures; (h) ensuring that its expectations of Management are understood, that the appropriate matterscome before the Board and that the Board is kept informed of Shareholder feedback; (i) verifying that members of senior Management are of the calibre required for their roles, areadequately trained and monitored and that planning for their succession is ongoing; (j) verifying that members of senior Management have the integrity required for their roles andthe capability to promote a culture of integrity within the Company; (k) conducting, through the Corporate Governance Committee, an annual review of Board practicesand Board, Chairman and Committee performance (including Directors’ individual contributions); (l) reviewing with the Human Resources Committee the adequacy and form of the compensation ofnon-executive Directors and ensuring their compensation adequately reflects theresponsibilities and risks involved in being an effective Director; (m) evaluating, through the Human Resources Committee, the performance and approving thecompensation of the Chief Executive Officer and ensuring that such compensation is competitiveand measured according to benchmarks which reward contribution to shareholder value; (n) selecting, upon the recommendation of the Corporate Governance Committee or a sub-committeethereof, nominees for election as Directors; (o) selecting the Chairman of the Board; (p) reviewing with the Corporate Governance Committee that the Board as a whole, the Committeesof the Board and the Directors are capable of carrying out and do carry out their roleseffectively;February 2007
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(q) requiring that new Directors are provided with adequate education and orientation facilities; (r) overseeing the quality and integrity of the Company’s accounting and financial reportingsystems, disclosure controls and procedures and internal controls; (s) approving projects requiring an investment or disposition of a certain threshold;acquisitions where environmental or other liabilities exist and which could result insignificant exposure to the Company are also subject to Board approval, irrespective ofamounts; (t) reviewing alternate strategies in response to any possible takeover bid in order to maximizevalue for shareholders; (u) discussing and developing the Company’s approach to corporate governance in general, with theinvolvement of the Corporate Governance Committee; (v) considering and approving any changes to the committee charters recommended by eachcommittee; (w) reviewing this Charter at least annually and approving any changes. **V.** **EXPECTED QUALITIES OF BOARD MEMBERS**Board members are expected to possess the following characteristics and traits:(a) demonstrate high ethical standards and integrity in their personal and professional dealings; (b) act honestly and in good faith with a view to the best interest of the Company; (c) devote sufficient time to the affairs of the Company and exercise care, diligence and skillin fulfilling their responsibilities both as Board members and as a Committee members; (d) provide independent judgment on a broad range of issues; (e) understand and challenge the key business plans of the Company; (f) be willing to work in a team and be open to opinions of others; (g) raise the appropriate difficult questions and issues to facilitate active and effectiveparticipation in the deliberation of the Board and of each Committee on which he or sheserves; (h) make all reasonable efforts to attend all Board and Committee meetings; (i) review the materials provided by Management in advance of the Board and Committee meetings; (j) inform the Chairman and Vice-Chairman (if applicable) of the Board before acceptingmembership on any other board of directors or audit committee and also inform them of anychange in the Director’s interests that could affect his or her relationship to the Company.February 2007
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**VI.** **BOARD COMMITTEES** **1.** **Number, Structure and Jurisdiction of Committees**The Board delegates certain of its functions to Committees, each of which has a written charter.There are four Committees of the Board: the Audit, the Human Resources, the Environment, Health andSafety and the Corporate Governance Committees. Other Committees or sub-committees may beestablished from time to time by Board resolution. The roles and responsibilities of each Committeeis described in the respective Committee charters. “Task Force” Committees may be established onan *ad hoc*basis to deal with specific subjects.**2.** **Independent Committee Members**Members of the Audit Committee, Human Resources Committee and the Corporate Governance Committee(or a sub-committee thereof with delegated nominating functions) shall each have no materialrelationship with the Company and each Member shall be otherwise unrelated and independent underthe laws, regulations and listing requirements to which the Company is subject.**3.** **Committee Chairmen**The Committee shall appoint its Chairman from among the members of the Committee. The CommitteeChairman’s responsibilities include the following: a) presiding at meetings of the Committee;  b) providing leadership to enhance the effectiveness and focus of the Committee;  c) acting as liaison between the Committee and Management;  d) developing, in consultation with the appropriate members of Management, theagenda for Committee meetings.**4.** **Committee Report to Board**At the next Board meeting following each meeting of a Committee, the Committee Chairmen report tothe Board on the Committees’ activities. Minutes of Committee meetings are provided to allDirectors.**5.** **Assignment and Rotation of Committee Members**The responsibility for the assignment and rotation of Committee Members rests with the Chairman ofthe Board, who makes recommendations in relation thereto in consultation with the Directors.Rotation is not required but changes are made occasionally to accommodate the Board’s needs andindividual interest and skills.**6.** **Frequency and Length of Committee Meetings**The Chairman of Committees, in consultation with Committee Members and Management, will set thefrequency and length of Committee meetings.February 2007
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**VII.** **ADMINISTRATIVE MATTERS** **1.** **Board Performance Assessment**The Board will ensure that regular formal assessments of the Board, its Committees and theindividual Directors are carried out in order to enhance their performance.**2.** **Board Compensation**The Human Resources Committee of the Board regularly reviews and makes recommendations on Directorcompensation. Any proposed change to the compensation of Directors must be formally approved by thefull Board.**3.** **Director Share Ownership**In order to ensure alignment of the interests of Directors with those of Shareholders, at least onehalf of the Directors’ fees are paid to non-executive Directors in Deferred Share Units, being theeconomic equivalent of the Common Shares of the Company.All non-executive Directors must hold a minimum of the equivalent of three times their respectiveannual Director’s fees in the form of (i) Common Shares of the Company and/or (ii) Deferred ShareUnits. Directors will have five years from the time of their first election to the Board to meetthese Share ownership requirements.**4.** **Board Confidentiality**Directors will maintain the absolute confidentiality of the deliberations and decisions of theBoard of Directors and information received at meetings, except as may be specified by the Chairmanor if the information is publicly disclosed by the Company.**5.** **Board Interaction with Third Parties**If a third party approaches a Director on a matter of interest to the Company, the Director shouldbring the matter to the attention of the Chairman who shall determine whether this matter should bereviewed with Management or should more appropriately be dealt with by the Board in an *in camera*session.**6.** **Communication with the Board**Shareholders and other constituencies may communicate with the Board and individual members bycontacting the Corporate Secretary’s office.**7.** **Code of Conduct**The Company has a comprehensive code of business conduct and ethics entitled the *Worldwide Code ofEmployee and Business Conduct*that governs all employees of Alcan as well as the Directors.**8.** **Board Visits**Visits by Directors are made to the Company’s plant and business locations in different parts ofthe world to meet local personnel and to gain insight into the Company’s business and operations.February 2007
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**9.** **Orientation and Information**The Corporate Secretary prepares a *Directors’ Manual*containing information on Company policies andDirector responsibilities and liabilities, which is updated as necessary. Detailed currentinformation on the Company and its business, operations and finances are sent on a monthly basis tothe Directors. Particularly important items and information requiring urgent attention is conveyedimmediately. In addition, new Directors spend time with members of senior Management, includingthose involved in Alcan’s business operations, so that they can become rapidly familiar with theCompany, its issues, business and operations. Care is taken to ensure that new Directorsunderstand the roles and responsibilities of the Board and its Committees, as well as thecommitment level that Alcan expects of its Directors.**VIII.** **RESOURCES AND AUTHORITY OF THE BOARD**The Board shall have the resources and authority appropriate to discharge its duties andresponsibilities, including the authority to retain counsel or other experts, as it deemsappropriate, without seeking approval of Management.February 2007
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