Board governance

Rio Tinto plc and Rio Tinto Limited have a common Board of directors. The principal role of the Board is to provide leadership within a framework of prudent and effective controls that enables risk to be assessed and managed.

Our directors are also collectively responsible for the stewardship and long-term success of the Group. Through the independent oversight of management, they are accountable to shareholders for the performance of the business. In performing this duty, the Board recognises its wider responsibility to the interests of employees, customers, suppliers and other stakeholders as well as communities and the environment. The Board also recognises the desirability of maintaining a reputation for high standards of business conduct.

Role and responsibilities

Rio Tinto’s Board Charter sets out the role, responsibilities, structure, composition and conduct of the Rio Tinto board.

A formal Schedule of Matters reserved by the board has been established by the directors.

This covers areas such as:

• Setting the Group's purpose and strategic vision
• Monitoring the performance of delivery of the approved strategy
• Approving major investments, acquisitions and divestments
• The oversight of risk and the setting of the Group’s risk appetite
• Reviewing the Group's governance framework

Director independence

It is important for each Non-Executive Director to bring an independent perspective to the Board's deliberations. On behalf of the Board, the Nominations Committee assesses the independence of each Non-Executive Director against an independence framework combining the requirements of the Code, the ASX Principles and NYSE Standards.

The Board is satisfied that all of its Non-Executive Directors are independent in character and judgment and are free from any relationships (material or otherwise) or circumstances that could create a conflict of interest.

Board performance evaluation

A formal and rigorous annual review of the performance of the Board, its committees, the Chair and individual directors is undertaken, with the results used to drive continual development of individual directors and improvement in effectiveness. The evaluation considers (but is not limited to): the balance of Board members’ skills and experience; independence; diversity; the running of the Board; and directors’ knowledge of the company. Every third year, the Board evaluation is externally facilitated.

The results of the Board and committee evaluations are discussed by the Board and each respective committee and action points are agreed. The Non-Executive Directors, led by the Senior Independent Director, are responsible for the performance evaluation of the chair. The Chair is responsible for evaluating the performance of Non-Executive Directors.

In 2023, the Board appointed No 4 to conduct our external evaluation. No 4 is an independent business advisory company which does not have any other connection with Rio Tinto. Further information about the Board evaluation is available in the 2023 Annual Report.

The performance of Executive Committee members, including Executive Directors, is continually evaluated as part of the Group's performance evaluation cycle.

Further information on the annual performance evaluation can be found in the 2023 Annual Report.

Remuneration for Non-Executive Directors

Chair

Our policy states that the Chair should be remunerated on a competitive basis and at a level which reflects his or her contribution to the Group, as assessed by the Board. The People & Remuneration Committee determines the terms of service, including remuneration. The Chair has no part in the setting of his or her fees and is not present at any discussion with the Committee regarding remuneration.

The Chair receives a fixed annual fee and does not receive any additional fee or allowance for either committee membership or Chairship, or for travel. More details about the Chair’s remuneration can be found in the 2023 Annual Report section entitled Remuneration Report.

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 our business.

Non-Executive Directors' fees and other terms are set by the Board upon the recommendation of the Chair’s Committee. Non-Executive Directors receive a fixed annual fee. This comprises a base fee, committee membership or committee Chairship 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 Chair's Committee.

More details about the Non-Executive Directors' remuneration can be found in the 2023 Annual Report in the section entitled Remuneration Report.

Shareholding policy for directors

Shareholding Policy for Executives

We recognise the importance of aligning our executives' interests with those of our shareholders. Our Executive Committee is therefore expected to reach a share ownership in Rio Tinto shares, which is set as a fixed number of shares. The Chief Executive is expected to reach a share ownership equivalent in value to 5 times his base salary over 5 years. The Chief Financial officer and all other members of the Executive Committee are expected to reach a share ownership equivalent in value to 3 times their base salary over 5 years.

Further details about our share ownership policy for executives is available in the 2023 Annual Report section entitled Remuneration Report.

Shareholding Policy for Non-Executives

The Board recommends that Non-Executive Directors be encouraged to build up a shareholding within 3 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 2023 Annual Report in the section entitled Remuneration Report.