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Board committees

The Board has established committees responsible for audit, remuneration, sustainability and nominations matters. In addition, a Chair's Committee operates under delegated authority between scheduled board meetings. These Committees help the Board ensure 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.

More details on the activities of each committee are set out in the Governance report of the 2024 Annual Report.

 

Audit & Risk Committee

The Audit & Risk Committee helps 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 program.

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.

 

Audit & Risk Committee members

Chair: Sharon Thorne

Sharon Thorne

Sharon Thorne

Independent Non-Executive Director, BA (Hons), Chartered Accountant (England and Wales).
Simon Henry

Simon Henry

Independent Non-Executive Director MA, FCMA
Jennifer Nason

Jennifer Nason

Independent Non-Executive Director BA, BCom (Hons)
Joc O'Rourke

Joc O'Rourke

Independent Non-Executive Director BSc, EMBA
Ben Wyatt

Ben Wyatt

Independent Non-Executive Director LLB, MSc

Audit & Risk Committee Terms of Reference
PDF
206 KB
Group Internal Audit Charter
PDF
259 KB

 

Chair’s Committee

The Chair'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 its business and Committees are properly planned and aligned with management.

When mandated by the Board, the Chair'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 chair of the Board, the Committee performs the annual review of Non-Executive Directors' fees and makes a recommendation to the Board, as appropriate.

 

Chair's Committee members

Chair: Dominic Barton

Dom Barton

Dominic Barton BBM

Chair, BA (Hons), MPhil
Jakob Stausholm

Jakob Stausholm

Chief Executive
Peter Cunningham

Peter Cunningham

Chief Financial Officer

 

Nominations Committee

The Nominations Committee helps the Board ensure its composition is regularly reviewed and refreshed in order that it is effective and able to operate in the best interests of shareholders.

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.

 

Nominations Committee members

Chair: Dominic Barton (Chair)

Dom Barton

Dominic Barton BBM

Chair, BA (Hons), MPhil
Dean Dalla Valle

Dean Dalla Valle

Independent Non-Executive Director, MBA
Simon Henry

Simon Henry

Independent Non-Executive Director MA, FCMA
Sharon Thorne

Sharon Thorne

Independent Non-Executive Director, BA (Hons), Chartered Accountant (England and Wales).
Ngaire Woods

Ngaire Woods CBE

Independent Non-Executive Director BA/LLB, DPhil
Ben Wyatt

Ben Wyatt

Independent Non-Executive Director LLB, MSc

Nominations Committee Terms of Reference
PDF
140 KB

 

People & Remuneration Committee

The People & Remuneration Committee helps the Board ensure that remuneration policy and practices reward employees and executives fairly and responsibly, with a clear link to corporate and individual performance, and a focus on people and culture.

 

People & Remuneration Committee members

Chair: Ben Wyatt

Ben Wyatt

Ben Wyatt

Independent Non-Executive Director LLB, MSc
Dom Barton

Dominic Barton BBM

Chair, BA (Hons), MPhil
Dean Dalla Valle

Dean Dalla Valle

Independent Non-Executive Director, MBA
Susan Lloyd Hurwitz

Susan Lloyd-Hurwitz AM

Independent Non-Executive Director, BA (Hons), MBA (Dist)
Jennifer Nason

Jennifer Nason

Independent Non-Executive Director BA, BCom (Hons)

People & Remuneration Committee Terms of Reference
PDF
161 KB

 

Sustainability Committee

The Sustainability Committee oversees Rio Tinto’s frameworks, management systems and processes for ensuring the health and safety of our employees and contractors; monitors our key environmental risks such as water, tailings management and biodiversity; and supports the Group’s contribution to the sustainable development of the communities in which we operate.

Sustainability Committee members

Chair: Dean Dalla Valle

Dean Dalla Valle

Dean Dalla Valle

Independent Non-Executive Director, MBA
Dom Barton

Dominic Barton BBM

Chair, BA (Hons), MPhil
Martina Merz

Martina Merz

Independent Non-Executive Director, BEng
Joc O'Rourke

Joc O'Rourke

Independent Non-Executive Director BSc, EMBA
Ngaire Woods

Ngaire Woods CBE

Independent Non-Executive Director BA/LLB, DPhil

Sustainability Committee Terms of Reference
PDF
107 KB

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