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 (2nd edition ASX Principles and Recommendations) and regularly reviews its governance and compliance practices.
The Newcrest Board comprises ten directors. The Board has determined that all 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 for each Board Committee set out the roles and responsibilities for the Committees and can be viewed below. These Charters are regularly reviewed and revised where appropriate.
Newcrest recognises the importance of keeping the market fully informed of the Company's activities and of stakeholder communication in a timely, balanced and transparent manner. 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. In this respect, the Board 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 Standard and Service, which is confidential, anonymous and independent. Employees and contractors are encouraged to raise concerns of unethical or inappropriate behaviour in good faith and receive protection from any negative consequences. 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 policies and procedures which set out 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 Company's strategic direction and to oversee and monitor the management and performance of Newcrest's business.
The Company has four standing Board Committees, the details of which are set out below. Each Committee consists entirely of independent Non-Executive Directors. All Directors are invited to attend Committee meetings and receive all Committee papers and minutes.
The number of Board and Committee meetings held during the financial year and each Director's attendance, are set out in the Newcrest Annual Report.
Members: John Spark (Chairman), Richard Knight, Rick Lee and Tim Poole.
Function: To assist the Board to fulfill its responsibilities for the integrity of the Company’s financial statements, compliance with all accounting and financial obligations and applicable legal and regulatory requirements, risk management and internal control processes and effectiveness, insurance and the performance and independence of the external auditor and the internal audit function. The Committee is chaired by an independent Non-Executive Director who is not the Chairman of the Board.
Audit & Risk Committee Charter
Members: Rick Lee (Chairman), Phil Aiken, Vince Gauci, Winifred Kamit and Tim Poole.
Function: To assist the Board to fulfill its responsibilities with respect to the Company's remuneration framework and levels for all employees including Executive Managers and Executive and Non-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 and human capability. It also assists the Board with recommendations on the appointment of remuneration consultants, oversight of industrial relations policies, practices and strategies and the preparation of the Remuneration Report. It also considers the Company's diversity practices, including gender diversity.
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 and environmental management, relationships with communities, sustainability including the Company's annual Sustainability Report and the human rights and security of communities, employees and operations. It assists the Board with management reporting and risk with respect to safety, health and the relationships with communities and other areas within its remit. 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.
Safety and Sustainability Committee Charter
Members: All Non-Executive Directors
Function: To support the Board with respect to Board composition and diversity, Board succession planning and Director selection, appointment, election, induction and re-election. The Committee is also involved in evaluating the performance of the Board, its Committees and individual Directors and succession planning for the Chairman, the Managing Director and key senior executive roles. The Committee is also responsible for overseeing professional development opportunities for Directors. The Board remains responsible for the appointment of the Managing Director and Chief Executive Officer as per its charter.
Members: The Chairman, Managing Director and Chief Executive Officer (or in his absence the Finance Director and Chief Financial Officer), and one other Non-Executive Director.
Function: To facilitate Board processes and 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 with respect to the matters referred to it by the Board.