Adherence by the Company and its people to the highest standard of corporate governance is critical in order to achieve its vision. The Company follows the recommendations for effective corporate governance as published by the Australian Securities Exchange (ASX) Corporate Governance Council and regularly reviews its governance and compliance practices.
The Newcrest Board comprises eleven directors. The eight non-executive directors including the Chairman are considered independent in accordance with the Board’s Independence Policy. The functions of the Board are set out in a Board Charter. Charters also set out the roles and responsibilities for the Board committees and can be viewed below. These Charters are regularly reviewed and revised where appropriate.
Newcrest is committed to prompt disclosure of market sensitive information concerning the Company, and to timely, balanced and transparent communication with stakeholders. The Board has adopted a Market Disclosure Policy to ensure the Company meets the continuous disclosure requirements of the ASX and the other exchanges on which it is listed, and is supported by the Disclosure Committee: Disclosure Committee Charter.
Employees are encouraged to be long-term holders of Newcrest's shares. It is important that care is taken in the timing of any acquisition or disposal of those shares or securities in any company in which the person may possess inside information. The Company has a Securities Dealing Policy which includes blackout periods when employees must not deal in the Company’s securities.
Newcrest has adopted a Code of Conduct applicable to all directors, officers and employees of Newcrest. In conjunction with the Code of Conduct, Newcrest has a Speak Out Policy which encourages employees and contractors to raise concerns and report instances of misconduct or suspected misconduct on an anonymous basis. Activities involving bribery, corruption, unauthorised payments or exercising improper influence are strictly prohibited by the Code of Conduct and related policies applicable to all employees and contractors.
Organisational and workforce diversity at Newcrest is led by the Board 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.
Oversight of risk management practices and internal controls is a key responsibility of the Board. Newcrest has a detailed risk management and internal control framework incorporating the roles, responsibilities and guidelines for identifying and managing material business risks. The effectiveness of this framework is reviewed regularly by the Board with the support of the Audit and Risk Committee.
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 Newcrest'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 oversee and monitor management and the performance of the business.
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.
Members: John Spark (Chairman), Richard Knight, Tim Poole and Richard Lee.
Function: To assist the Board to fulfill its responsibilities for the integrity of the Company’s financial statements, compliance with applicable legal and regulatory requirements, risk management and internal control processes and effectiveness, insurance and internal and external audit. The Committee is chaired by and is comprised of independent Non-Executive Directors. The Committee’s role is to review and advise the Board.
Audit & Risk Committee Charter
Members: Richard Lee (Chairman), Phil Aiken, Vince Gauci, Winifred Kamit and Tim Poole.
Function: To assist the Board to fulfill its responsibilities with respect to the remuneration framework for all employees including in particular 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.
The Committee is comprised solely of independent Non-Executive Directors. The Committee’s role is to review and advise the Board and it holds no delegated authorities from the Board. The Managing Director and CEO, the Director Finance and CFO and other members of management may attend by invitation.
Members: Richard Knight (Chairman), Phil Aiken, Vince Gauci and Winifred Kamit.
Function: To assist the Board in its role of overseeing, monitoring and reviewing, from a corporate governance perspective, the Company’s practices in the areas of safety, health, relationships with communities, environmental management practices, sustainability and the human rights and security of communities, employees and operations. Within its scope the Committee monitors and reviews the Company’s performance and approach to compliance with applicable policies and legal requirements, reviews the Company’s response on issues of concern or non-compliance and monitors industry trends and standards. The Committee is comprised solely of independent Non-Executive Directors. The Committee’s role is to review and advise the Board and it holds no delegated authority from the Board.
Safety and Sustainability Committee Charter
Members: The Chairman, Managing Director and Chief Executive Officer (or in his absence the Director Finance and Chief Financial Officer), and at least one other Non-Executive Director.
Function: To facilitate Board processes and Board decisions between scheduled Board meetings, and at short notice. 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.
Review our Company policies.