Corporate governance

Corporate governance

+ Group overview

Rio Tinto plc and Rio Tinto Limited established a dual listed companies (DLC) structure in December 1995. As a result, the two companies are managed as a single economic unit, even though both companies continue to be separate legal entities with separate share listings and share registers. Further detail in relation to the DLC structure is set out in the following documents and in our Annual report (in the Shareholder information section):

The principal market for Rio Tinto plc shares is the London Stock Exchange (LSE). Rio Tinto Limited is listed on the Australian Securities Exchange (ASX).

Rio Tinto plc has a sponsored ADR facility and the underlying shares are registered with the US Securities and Exchange Commission (SEC) and are listed on the New York Stock Exchange (NYSE).

Rio Tinto is headquartered in London and has a corporate office in Melbourne.

Rio Tinto plc and Rio Tinto Limited have adopted a common approach to corporate governance. They apply the principles contained in the UK Corporate Governance Code, the Listing Rules and the Disclosure and Transparency Rules published by the UK Financial Conduct Authority, the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations and the NYSE Corporate Governance Standards.

Rio Tinto’s constitutional documents may be found here:

The Rio Tinto Group consists of a large number of companies. A list of principal subsidiaries is set out in note 33 of the financial statements in our 2016 annual report. Our principal joint operations, principal joint ventures and principal associates are set out in notes 34, 35 and 36.

+ Governance framework and structure

Rio Tinto's commitment to acting responsibly plays a critical role in our success as a business, and our ability to generate shareholder value.

Rio Tinto takes a unified approach to corporate governance to comply with the regulatory obligations associated with its three principal stock exchange listings in the UK, Australia and the US.

Statement of compliance with governance codes and standards in 2016

In compiling the 2016 Annual report, the directors have referred to the 2014 edition of the UK Corporate Governance Code (the Code), the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (3rd edition) (the ASX Principles), and the New York Stock Exchange (NYSE) Corporate Governance Standards (the NYSE Standards).

Throughout 2016, and at the date of the 2016 Annual report, the Group applied the principles of, and was compliant with the provisions of, the Code and the ASX Principles.

Rio Tinto plc, as a foreign issuer with American Depositary Shares listed on the NYSE, is obliged by the NYSE Standards to disclose any significant ways in which its practices of corporate governance differ from the NYSE Standards.

The Company has reviewed the NYSE Standards and believes that its practices are broadly consistent with them, with the following exceptions where the literal requirements of the NYSE Standards are not met due to differences in corporate governance between the US, UK and Australia.

The NYSE Standards state that companies must have a nominating/corporate governance committee composed entirely of independent directors which, in addition to identifying individuals qualified to become board members, develops and recommends to the board a set of corporate governance principles applicable to the company. Rio Tinto has a Nominations Committee, comprising the chairman and independent non-executive directors, information about which is set out on page 60 of the 2016 Annual report. This committee does not develop corporate governance principles for the board’s approval. The board itself performs this task.

Under US securities law and the NYSE Standards, the company is required to have an audit committee that is directly responsible for the appointment, compensation, retention and oversight of the work of external auditors. While the Rio Tinto Audit Committee makes recommendations to the board on these matters, and is subject to legal and regulatory requirements on oversight of audit tender, the ultimate responsibility for the compensation of the external auditors and the appointment of the external auditors of Rio Tinto plc rests with the shareholders.

Rio Tinto’s commitment to integrity is set out in our global code of business conduct: The way we work. This contains principles and standards of conduct which reaffirm the Group’s commitment to integrity. It is inspired by our four core values: respect, integrity, teamwork and accountability. It is available on the website.

It is supported by Rio Tinto’s extensive framework of policies and standards. Core policies are adopted after wide consultation, externally and within the Group.

Once adopted, they are communicated to business units worldwide, together with related standards, guidance notes and resources to support implementation. Business unit management are required to devote the necessary effort to implement and report on these policies and standards.

Rio Tinto policies and standards include policies on a variety of important topics. They apply to all Rio Tinto managed businesses. Where the Group does not have operating responsibility for a business, Rio Tinto’s policies and standards are communicated to its business partners and they are encouraged to adopt similar policies of their own.

Rio Tinto employees are required to undertake training about the requirements of The way we work and other core policies.

Whistleblowing programme

The board has adopted a confidential and independently operated whistleblowing programme called Speak-OUT. This offers an avenue through which employees, contractors, suppliers and customers of Rio Tinto managed sites can report concerns anonymously if they so choose, subject to local law. This can include any significant concerns about the business, or behaviour of individuals, including suspicion of violations of financial reporting, safety or environmental procedures or business integrity issues generally. The programme features telephone and web submissions, a case management tool to manage cases, and a reporting tool to allow for improved analysis of case statistics and reporting. Rio Tinto continuously considers ways to promote positive awareness of Speak-OUT. The Audit Committee receives a report twice annually on Speak-OUT activity, with the Sustainability Committee receiving an annual report on calls to Speak-OUT relating to sustainable development issues.

Dealings in Rio Tinto securities

Rio Tinto's rules for dealing in Rio Tinto securities require directors and employees with access to ‘inside information’ to seek clearance before any proposed dealing and restrict the times when dealings may take place. The rules also include a total prohibition against persons discharging managerial responsibility or key management personnel (ie the board and the Executive Committee) engaging in hedging or other arrangements which limit the economic risk in connection with Rio Tinto securities issued or otherwise allocated as remuneration that are either unvested, or that have vested but remain subject to a holding period. There are also restrictions applying to a broader group of employees requiring them to seek clearance before engaging in similar arrangements over any Rio Tinto securities The rules are supported by training.

+ Board governance

Rio Tinto plc and Rio Tinto Limited have a common board of directors. The board is responsible for the success of the Group and, through the independent oversight of management, is accountable to shareholders for the performance of the business.

Role and responsibilities

The principal role of the board is to set the Group's strategy and to regularly review its strategic direction. In doing this, the board also has responsibility for corporate governance.

A formal schedule of matters reserved by the board has been established by the directors and is available here. This covers areas such as the Group's strategy, major investments and acquisitions and divestments, and oversight of risk.

The board is ultimately accountable to Rio Tinto's shareholders for the performance of the business. Responsibility for day-to-day management of the business is delegated to the chief executive and the Executive Committee. In turn, authorities are also delegated to individual members of the Executive Committee.

Roles and responsibilities of the chairman

Roles and responsibilities of the chief executive

Roles and responsibilities of the senior independent director

Board composition

The names, skills and experience of each director together with their terms in office are shown in our Board of directors section.

Selection, appointment and election of directors

Rio Tinto has a diverse board. It comprises directors drawn from a wide range of professional backgrounds and geographic areas. On behalf of the board, the chairman leads the development of the Group's diversity and inclusion strategy. The board supports the principle of diversity and inclusion and the implementation of this strategy. The board seeks to continually evolve its membership by seeking non-executive directors with diverse and complementary skills and perspectives, as well as experience which reflects the geographical spread of the Group’s operations. The board regularly reviews its corporate governance practices, including how the director selection and appointment process takes into account the board's desired mix of skills and diversity.

The Nominations Committee, chaired by the chairman of Rio Tinto, reviews succession plans aimed at maintaining a mix of skills, knowledge, experience and diversity on the board and the Executive Committee.

This review takes into account the challenges and opportunities facing the Group, and includes evaluating the balance of skills, knowledge, experience and diversity currently on the board and Executive Committee. This evaluation helps to identify the necessary and desired profile of potential candidates for appointment to board and Executive Committee roles.

In consultation with professional search firms and based upon the agreed profile for potential candidates, the Nominations Committee oversees the recruitment process for new directors. This includes formally assessing shortlisted candidates who are identified as being suitable for the role in question, as well as the final selection process. The Committee requires that any search firm engaged to help the board identify candidates must commit to providing at least one credible and suitably experienced female candidate for each director vacancy. Proposals for the appointment of any new director are submitted to the full board for approval.

The board has established measurable objectives for achieving board gender diversity in accordance with the Diversity & Inclusion Policy. These objectives, and the progress towards achieving them, are set out in our 2016 Annual report.

Any director appointed by the board holds office only until the next annual general meeting and shall be eligible for election by shareholders. All directors are expected to submit themselves for re-election at the annual general meetings each year.

Non-executive directors are generally expected to serve on the board for at least six years and would not serve more than nine years, but may seek re-appointment with shareholder approval after nine years provided the Nominations Committee concludes they remain independent in accordance with the requirements set out below.

Director independence

The tests of independence of a non-executive director vary between the jurisdictions where Rio Tinto has listings. The Nominations Committee has adopted a formal policy for the determination of the independence of the non-executive directors.

Among the key criteria of the independence policy are independence from management and the absence of any business relationship which could materially interfere with the director’s independence of judgment and ability to provide a strong, valuable contribution to the board’s deliberations, or which could interfere with the director’s ability to act in the best interests of the Group.

Where, in the ordinary course of business, contracts exist between Rio Tinto and a company in which a director has declared an interest, these are reviewed for materiality to both the Group, and the other party to the contract.

Further information is set out on page 55 of the 2016 Annual report.

Executive directors’ other appointments

Executives may be invited to become non-executive directors of other companies. It is Rio Tinto’s policy that such appointments can broaden the executive’s experience and knowledge, to the benefit of the Group. This policy limits each executive’s external appointment to one FTSE 100 company directorship or equivalent. Consequently, where there is no likelihood that such an appointment will give rise to a conflict of interest, the board will normally provide consent to the appointment. The executive is typically permitted to retain any fees earned.

The chief executive and chief financial officer do not hold any non-executive director positions at other companies.

Board performance evaluation

Every year, an exercise takes place to evaluate the effectiveness of the board, board committees and individual directors. In accordance with best practice, the evaluation is carried out by an independent external facilitator at least every three years.

The board engaged Lintstock Limited, a specialist corporate governance consultancy with no other connections to Rio Tinto, to undertake an external, independent evaluation of the board and its committees during 2016.

The chairman's performance is evaluated by the non-executive directors, led by the senior independent director, with input from the executive directors.

The chief executive undertakes a performance evaluation of the Executive Committee. The chairman is responsible for the assessment of each individual director’s performance and contribution.

Further information on the annual performance evaluation can be found on page 56 of the 2016 Annual report.

Remuneration for non-executive directors

Chairman

It is Rio Tinto's policy that the chairman should be remunerated on a competitive basis and at a level which reflects his contribution to the Group, as assessed by the board. The Remuneration Committee determines the terms of service, including remuneration, of the chairman. The chairman has no part in the setting of his fees and is not present at any discussion with the Committee regarding remuneration.

The chairman receives a fixed annual fee and does not receive any additional fee or allowance for either committee membership or chairmanship, or for travel. Further details about the chairman’s remuneration may be found in the 2016 Annual report section entitled Remuneration Report: Remuneration Policy.

Non-executive directors

Fees paid to non-executive directors reflect their respective duties and responsibilities and the time required to be spent by them so as to make a meaningful and effective contribution to the affairs of Rio Tinto.

Non-executive directors' fees and other terms are set by the board upon the recommendation of the Chairman’s Committee. Non-executive directors receive a fixed annual fee. This comprises a base fee, committee membership or committee chairmanship fees, as applicable, and allowances for attending meetings which involve medium or long-distance air travel.

The fees payable to non-executive directors are subject to review by the board on the recommendation of the Chairman's Committee.

Further details about the non-executive directors’ remuneration may be found in the 2016 Annual report in the section entitled Remuneration Report: Remuneration Policy.

Shareholding policy for directors

Shareholding policy for executives

The Group recognises the importance of aligning executives' interests with those of shareholders and they are therefore expected to build up and maintain a meaningful shareholding in Rio Tinto shares. The chief executive is expected to reach a share ownership equivalent in value to four times his base salary over five years. The chief financial officer and all other members of the Executive Committee are expected to reach a share ownership equivalent in value to three times their base salary over five years.

Further details about our share ownership policy for executives is available in the 2016 Annual report section entitled Remuneration Report: Implementation Report.

Shareholding policy for non-executives

The board recommends that non-executive directors be encouraged to build up a shareholding within three years of their appointment equal in value to one year's base fee.

Further details about the non-executive directors’ share ownership levels may be found in the 2016 Annual report in the section entitled Remuneration Report: Implementation Report.

Board governance process

The board has regular discussions with senior management on the Group's strategy. These discussions typically include presentations from senior management during the year.

The board also attends an annual two-day strategy-setting meeting with the Executive Committee, which includes broader, detailed review sessions on the Group's strategic direction. The outputs from this event help underpin the board's annual financial planning exercise and provide strategic direction and focus to the Executive Committee.

Directors receive timely, regular and appropriate information to enable them to fulfil their duties. They also have direct access to the advice and services of the Rio Tinto company secretary. The directors are also able to obtain independent professional advice at the Group's expense.

+ Board committees

The board has established sub-committees which are responsible for audit, remuneration, sustainability and nominations issues. In addition, a Chairman’s Committee operates under delegated authority between scheduled board meetings. These committees support the board in ensuring that high standards of corporate governance are maintained across the Group.

The committees are governed by terms of reference, set and approved by the board, which are reviewed annually. The membership of each committee can be found in the Board of directors section.

Further details in the activities of each committee are set out in the Annual report in the section entitled Corporate governance.

Audit Committee

The objective of the Audit Committee is to assist the board to monitor decisions and processes designed to ensure the integrity of financial reporting, sound systems of internal control and risk management.

The committee is responsible for financial reporting; internal controls, including internal controls over financial reporting; Internal audit and assurance; external auditors (appointment and relationship); the effectiveness of the risk management framework; and the integrity and compliance programme including the Group’s Speak-OUT whistleblowing programme.

In carrying out its responsibilities the Committee has full authority to investigate all matters that fall within its terms of reference. Accordingly, the Committee may:

  • obtain independent professional advice in satisfying its duties at the Group’s expense; and
  • have the direct access to the resources of the Group as it may reasonably require, including the external and internal auditors.

Download the Audit Committee terms of reference

Nominations Committee

The Nominations Committee is responsible, on behalf of the board, for regularly assessing the balance of executive and non-executive directors and the composition of the board - in terms of the diversity and capacity required to oversee the delivery of Rio Tinto strategy.

The Committee develops and agrees the desired profiles of potential candidates for board membership. It oversees the recruitment process and engages external search consultants to manage searches on its behalf, including constructing shortlists comprising candidates from diverse backgrounds. Following a final review of shortlisted candidates, the Committee makes recommendations for new board members to the board for approval.

On behalf of the board, the Committee also reviews proposals for appointments to the Executive Committee and monitors executive succession planning.

Download the Nominations Committee terms of reference

Sustainability Committee

The Sustainability Committee assists the board with overseeing strategies designed to manage social and environmental risks, overseeing management processes and standards and achieving compliance with social and environmental responsibilities and commitments. The Committee reviews the effectiveness of management policies and procedures relating to safety, health, employment practices, relationships with neighbouring communities, environment, human rights, land access, political involvement and sustainable development.

Download the Sustainability Committee terms of reference

Remuneration Committee

The Remuneration Committee assists the board with fulfilling its oversight responsibility to shareholders. In particular, the Committee seeks to spend compensation resource fairly and responsibly to ensure that remuneration policy and practices are properly linked to corporate and individual performance and to the delivery of the Group’s strategy.

Download the Remuneration Committee terms of reference

Chairman’s Committee

The Chairman's Committee acts on behalf of the board between scheduled board meetings, either in accordance with authority delegated by the board or as specifically set out within its terms of reference. It supports the functioning of the board and ensures that the business of the board and its committees is properly planned and aligned with management.

When mandated by the board, the Chairman's Committee will consider urgent matters between board meetings, and deal with the implementation of board decisions on transactions and other corporate matters. Other than for the chairman of the board, the Committee performs the annual review of non-executive directors' fees and makes a recommendation to the board, as appropriate.

+ Risk management and financial reporting

Financial reporting

Financial statements

The directors are required to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Group at the end of the financial period and of the profit or loss and cash flows for that period. In addition, the UK Corporate Governance Code requires that the board provides a fair, balanced and understandable assessment of the Company’s position and prospects in its external reporting.

The directors are responsible for maintaining proper accounting records, in accordance with the UK and Australian legislation. They have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

External auditors: selection and appointment and rotation of engagement partners

Rio Tinto has adopted policies designed to uphold the independence of the Group’s external auditors by prohibiting their engagement to provide other accounting and other professional services that might compromise their independence. Further details about the external auditors’ independence can be found on page 60 of the 2016 Annual report.

PricewaterhouseCoopers LLP and PricewaterhouseCoopers (together, PwC) are the auditors of Rio Tinto plc and Rio Tinto Limited respectively. PwC have been the external auditors since the formation of the dual listed companies structure in 1995.

Since 2002, PwC have followed the requirements of the Sarbanes-Oxley Act 2002 and APB Ethical Standards and rotated both the lead UK and Australian audit partners at least every five years.

The Audit Committee has reviewed the timetable for tendering and has taken into account all relevant regulation and guidance. In light of this, the Committee proposes to tender the audit in 2018 with the new auditors to be appointed no later than for the 2020 financial year.

Disclosure controls and procedures

The Group maintains disclosure controls and procedures as the term is defined in the US Exchange Act Rule 13a-15(e).

Management, with the participation of the chief executive and chief financial officer, evaluate the effectiveness of the design and operation of the Group's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of each financial reporting period.

Further details on internal controls are set out in the 2016 Annual report in the section entitled Corporate Governance.

Risk management

Rio Tinto is exposed to a variety of risks that can have financial, operational and compliance impacts on our business performance, reputation and licence to operate.

The board recognises that creating shareholder returns is the reward for taking and accepting risk. The effective management of risk is therefore critical to supporting the delivery of the Group’s strategic objectives.

The Group’s approach to risk management, underpinned by the Risk policy and standard, is aimed at embedding a risk-aware culture in all decision-making, and a commitment to managing risk in a proactive and effective manner. This includes the early identification and evaluation of risks, the management and mitigation of risks before they materialise, and dealing with them effectively in the event they do materialise. Accountability for risk management is clear throughout the Group and is a key performance area of line managers.

To support risk understanding and management at all levels, the Group Risk function provides the necessary infrastructure to support the management and reporting of material risks within the Group, and escalates key issues through the management team and ultimately to the board where appropriate. Group Risk also supports the Risk Management Committee (an executive management committee chaired by the chief executive) in its review of risk.

The process for identifying, evaluating and managing the material business risks is designed to manage, rather than eliminate, risk and where appropriate accept risk to generate returns. Certain risks, for example natural disasters, cannot be managed using internal controls. Such major risks are transferred to third parties in the international insurance markets, to the extent considered appropriate or possible.

+ Shareholder communication

Background

Rio Tinto recognises the importance of effective, timely communication with shareholders and the wider investment community.

Operating under a dual listed companies structure, the Rio Tinto Group consists of Rio Tinto plc listed on the London Stock Exchange and Rio Tinto Limited listed on the Australian Securities Exchange. Rio Tinto plc has a sponsored American Depositary Receipt (ADR) facility and the underlying shares are listed on the New York Stock Exchange.

To ensure that trading in its securities takes place in an informed marketplace, Rio Tinto has adopted procedures to ensure compliance with its continuous disclosure obligations.

The Disclosure Committee is responsible for determining whether information relating to Rio Tinto may require disclosure to the markets under the continuous disclosure requirements in the jurisdictions in which Rio Tinto is listed. The specific focus of the Disclosure Committee is to consider and determine on a timely basis whether information would, to the extent that the information is not public and relates directly or indirectly to Rio Tinto, be likely to have a material impact on the price of Rio Tinto Securities if that information were generally available.

The members of the Committee are the chief executive, chief financial officer, Group company secretary, Group executive Legal & Regulatory Affairs, the head of Investor Relations and the head of External Affairs & Communications.

Rio Tinto makes immediate disclosure (unless an exemption applies allowing a delay) to the relevant listing authorities in accordance with their rules of any information that a reasonable person would expect to have a material effect on its share price. All information released to the markets is posted on the Media section of the website.

Annual general meetings

The annual general meetings present an opportunity to provide a summary business presentation, to inform shareholders of recent developments and to give them the opportunity to ask questions.

Generally, the chairs of all board committees will be available to answer questions raised by shareholders and all directors are expected to attend where possible. Rio Tinto's external auditors, PricewaterhouseCoopers, attend the annual general meetings and are available to answer questions about the conduct of the external audit and the preparation and content of the independent auditors' report.

Any questions received and answers provided ahead of the annual general meetings are made available to shareholders, who also have the opportunity to meet informally with directors after the meetings.

Investor Relations

The main channels of communication with the investment community are through the chairman, chief executive and chief financial officer, who have regular meetings with the Companies' major shareholders.

The senior independent director, other board committee chairs, and non-executive directors are also available on request. The senior independent director has a specific responsibility to be available to shareholders who have concerns, and where contact with the chairman, chief executive or chief financial officer has failed to resolve their concerns, or for whom such contact is inappropriate. In his capacity as Remuneration Committee chairman, the senior independent director meets shareholders to discuss remuneration issues.

During 2016, these meetings with the investment community focused on the issues of strategy, board succession, corporate governance, executive remuneration, and the operational and financial performance of the Group.

Regular investor seminars provide a two-way communication opportunity with investors and analysts.

Feedback from such engagement is routinely communicated to the board. Surveys of major shareholders' opinions are presented to the board by the Group's investor relations advisers on a regular basis.