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 (4th edition ASX Principles and Recommendations) and regularly reviews its governance and compliance practices.
The Newcrest Board comprises eight 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 our employees, officers, directors, contractors, consultants and third parties who work with us, or on our behalf. The Code is our blueprint for the way we work and sets the expectations for people and the benchmark for all of us to live up to.
Newcrest’s Speak Out Policy applies to all current or former employees, officers, directors, contractors, consultants, suppliers or relatives of the above who are encouraged to Speak Out about any misconduct, anything that may be unethical or illegal, any safety issues or any serious breaches of the Code of Conduct. A choice of reporting channels are available so you can Speak Out in a way you are most comfortable, including an independently administered hotline, where reports can be made anonymously.
Newcrest's Anti-Bribery, Fraud and Sanctions Policy, Code of Conduct and related policies strictly prohibit activities involving bribery, corruption, unauthorised payments or exercising improper influence by all employees and contractors. Newcrest is committed to a culture of trust, integrity and honesty.
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 and Inclusion Policy outlines how Newcrest supports a diverse and inclusive 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.
Newcrest recognises that risk is inherent in its business and that effective risk management is essential to protecting business value and securing the growth of the Company.
Accordingly, we will:
- Consider risk when establishing the appropriate strategic direction for the Company with regard to the diverse environments in which the Company operates
- Maintain a framework to describe how risk management is effectively implemented and integrated into Newcrest business systems and processes
- Apply risk management techniques as an integral part of decision-making at all levels
- Identify the potential impacts on the Company by undertaking risk assessment using approved criteria for likelihood and materiality
- Ensure that risk control measures are designed, implemented and operated to achieve a reduced level of residual risk and that control effectiveness is verified
- Implement processes for crisis management and business continuity planning that enable the Company to effectively respond to material risk events
- Provide effective risk financing strategies including insurance for the management of risk
Our vision at Newcrest is to be the Miner of Choice.
We will lead the way in safe, responsible, efficient and profitable mining. We strive to achieve this by ensuring that we live and work by our values.
At Newcrest, we value caring about people, integrity and honesty, innovation and problem solving, high-performance and working together. These values are encapsulated in our Code of Conduct which acts as a blueprint for the way we do business. Through this Code we are committing to strive to be the best employer, business partner and community participant and for continuous improvement of performance.
Our policies help us to try and implement best practice and achieve high performance.
Corporate Governance Statement
A more detailed discussion of Newcrest’s approach to Corporate Governance can be found in the Company's most recent Corporate Governance Statement.
BOARD COMMITTEES AND CHARTERS
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 five 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: Vickki McFadden (Chairman), Sally-Anne Layman and Jane McAloon.
Function: To assist the Board to fulfil its responsibilities in relation to the integrity of the Company’s financial statements, financial reporting principles, policies, controls and procedures, compliance with applicable legal and regulatory requirements, risk management processes, internal control processes and effectiveness and internal and external audit.
Members: Phil Aiken (Chairman), Roger Higgins, Vickki McFadden and Jane McAloon.
Function: To assist the Board to fulfil 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: Roger Higgins (Chairman), Phil Aiken, Sally-Anne Layman and Philip Bainbridge.
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.
Members: Peter Tomsett (Chairman), Phil Aiken and Vickki McFadden.
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, and two other Non-Executive Directors.
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.