The Company adheres to guidelines for effective corporate governance as published by the Australian Securities Exchange (ASX) Corporate Governance Council Principles and Recommendations regularly reviews its governance and compliance practices.
The Newcrest Board of Directors is chaired by an independent Chairman and consists of 9 directors, including 7 non-executive directors, who are considered independent of management. The functions of the Board are set out in a Board Charter. Charters that set out roles and responsibilities have also been developed for the Board’s various committees. These Charters are scheduled for periodic review and revised where appropriate.
The Board recognises the importance of keeping the market fully informed of the Company’s activities, and of stakeholder communication made in a timely, balanced and transparent manner. The Board has adopted a Continuous Disclosure Policy and a Public Announcements Policy to achieve effective communication with all stakeholders.
Newcrest has also adopted a Code of Conduct that is applicable to all directors, officers and employees of Newcrest. In conjunction with the adoption of the Code, Newcrest has a Speak Out Policy which encourages employees and contractors to raise concerns or to report instances of misconduct or suspected misconduct on an anonymous basis.
Diversity at Newcrest is led by the Board, together with the Executive Committee Diversity Sub-Committee, and is driven by recognition that an inclusive culture and diverse workforce supports high performance. The Diversity Policy outlines how Newcrest supports a diverse workforce.
Risk management and internal controls are fundamental to sound management and oversight of such matters is a key responsibility of the Board. Newcrest has a detailed risk management and internal control framework incorporating policies and procedures that set out the roles, responsibilities and guidelines for identifying and managing material business risks.
A more detailed discussion of Newcrest’s approach to Corporate Governance can be found in the Company's most recent Annual Report.
A copy of the company’s constitution can be downloaded below.
The functions of the Board are described in the Board Charter. The role of the Board is not to manage the Company but to set, on behalf of the shareholders, the strategic direction of the Company and to review, oversee and monitor the management and performance of the business by the Company’s senior executive team.
Details of the number of Board and Committee meetings held during the financial year in addition to each Director‘s attendance, are set out in the Newcrest Annual Report.
Newcrest Annual Report
Members: The Chairman, Managing Director and Chief Executive Officer (or in his absence the Finance Director and Chief Financial Officer) and at least one other Non-Executive Director.
Function: acts as a delegate of the Board to make decisions where it is necessary to convene the Board outside the scheduled meetings. This Committee may also make recommendations to the Board with respect to matters of corporate significance which are not otherwise dealt with by other Board Committees.
The Committee holds the full delegated authority of the Board.
Board Executive Committee Charter
Members: John Spark (Chairman), Richard Knight, Tim Poole and Richard Lee.
Function: assists the Board to fulfil its responsibilities including with respect to the integrity of the Company’s financial statements, compliance with all accounting and financial reporting obligations, risk management and internal control processes and effectiveness, and internal and external audit. The Committee oversees, reviews and makes recommendations to the Board with respect to the above matters. The Committee is chaired by, and is comprised of, Non-Executive Directors. The Committee’s role is to review and advise the Board.
Audit & Risk Charter
Members: Richard Lee (Chairman), Vince Gauci, Winifred Kamit and Tim Poole
(the Managing Director and CEO and the Director Finance and CFO may attend by invitation).
Function: assists the Board to fulfil its responsibilities with respect to the remuneration framework for all employees including executive managers and Executive Directors, the human resources and remuneration strategies policies and practices of the Company, the behavioural and cultural framework and practices of the Company, and oversight of organisational design including in relation to recruitment, talent identification, training and development, retention, succession and diversity including gender diversity. It also assists the Board with recommendations on the appointment of Remuneration consultants and with the oversight of industrial relations policies, practices and strategies.
This Committee complies with the ASX Listing Rule requirement that a remuneration committee be comprised solely of Non-Executive Directors. It has four members and is chaired by an Independent Director. This composition avoids potential conflict on the part of Executive Directors and enhances investor and community confidence in its decisions. The Committee’s role is to review and advise the Board and it holds no delegated authorities from the Board.
Human Resources and Remuneration Committee Charter
Members: Richard Knight (Chairman), Vince Gauci, Winifred Kamit and John Spark.
Function: assists the Board in its role of monitoring and reviewing, from a corporate governance perspective, the Company’s practices in the areas of safety, health and environmental management practices. It monitors and reviews the Company’s performance and approach to compliance with its policies and legal requirements in these areas, it reviews the Company’s response on issues of concern or material non-compliance and recommendations from management in relation to industry trends and world standards, reports to the Board on the work and findings of the Committee and makes recommendations to the Board based on the Committee’s findings. The Committee’s role is to review and advise the Board and it holds no delegated authorities from the Board.
Safety, Health and Environment Committee Charter
Review our Company policies.