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Governance Framework & Structure

Our commitment to acting responsibly plays a critical role in our success as a business. We take a unified approach to corporate governance to comply with the regulatory obligations associated with our three principal stock exchange listings in the UK, Australia and the US.


Statement of Compliance With Governance Codes & Standards in 2019

In compiling the 2019 Annual Report, the directors have referred to the 2016 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 2019, and at the publication date of the 2019 Annual Report, the Group applied the principles of, and was compliant with the provisions of, the Code and the ASX Principles. 

As a foreign issuer with American Depositary Receipts listed on the NYSE, we are obliged to disclose any significant ways in which our practices of corporate governance differ from the NYSE Standards.

We have reviewed the NYSE Standards and believe that our practices are broadly consistent with them, with the following exceptions, due to differences in corporate governance between the US, UK and Australia.

The NYSE Standards and ASX Principles state that companies must have a nominating/corporate governance committee composed entirely of independent directors which will, in addition to identifying individuals qualified to become board members, develop and recommend to the board a set of corporate governance principles applicable to the company. We have a Nominations Committee, comprising the Chairman and Independent Non-Executive Directors, information about which is set out on page 98-99 of the 2019 Annual Report. This committee does not develop corporate governance principles for the board’s approval; the board itself performs this task.

Under US securities, the NYSE Standards and ASX Principles, we are required to have an audit committee 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 our shareholders.

Our commitment to integrity is set out in our global code of business conduct: The way we work. It sets out the behaviours we expect of our people, consistent with our values: safety, teamwork, respect, integrity and excellence.

The way we work is supported by a number of Group policies and standards. These were adopted after wide consultation and, once adopted, are communicated globally to all the company's business units, together with related procedures, guidelines and resources to support implementation. Our management is required to adhere to these policies and standards, and any mandated procedures, and to monitor their effectiveness.

Our policies and standards address a variety of important topics, which apply to all of our managed businesses. Where the Group does not have operating responsibility for a business, our policies and standards are communicated to our business partners. We make every effort to ensure that our standards are respected at all times and to encourage non-managed businesses to adopt similar policies and standards of their own.

Our employees are required to undertake training on the requirements of The way we work and various policies and standards.

Whistleblowing Programme

Talk to Peggy is our confidential and independently operated whistleblowing programme. It offers an avenue through which our employees, contractors, suppliers and customers can report concerns anonymously, subject to local law.

These can include concerns about the business, or behaviour of individuals, including suspicion of violations of financial reporting, safety or environmental procedures or other business integrity issues. 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.

Speak Up procedure explains how concerns regarding matters relating to Rio Tinto, its business and its people can be raised, in confidence and without fear of retaliation. The Procedure also sets out who can make a report and what you can expect from Rio Tinto if you do report a concern.

Dealings in Rio Tinto Securities

Our rules for dealing in Rio Tinto securities require directors and employees with access to ‘inside information’ to seek clearance before any proposed dealing. The times when such dealings may take place are also restricted. The rules also include a total prohibition against people discharging managerial responsibility and/or key management personnel (ie the board and the Executive Committee) engaging in hedging or other arrangements which limit 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 with any Rio Tinto securities. The rules are supported by training.