Strong governance is the foundation for fulfilling our purpose to create value and improve lives through sustainable and responsible mining. Delivering on our sustainability commitments requires a sound framework with effective internal controls, policies and systems, as well as compensation practices that clearly link executive pay to performance metrics that matter to our stakeholders.
Board of Directors
The mission of Newmont’s Board of Directors (the "Board") is to oversee the Company’s efforts to create enduring value for shareholders, employees and other stakeholders. The Board also plays a critical role in assessing major risks; ensuring high standards of ethical business conduct and compliance with applicable laws and regulations; and advising and approving the sustainability and overall business strategies.
We believe an inclusive and diverse Board that represents a broad range of backgrounds and experiences benefits the Company in many ways including enhanced governance and greater efficiencies. Three board members – including Board Chair Noreen Doyle – are women, and among the seven members who are men, one is Australian, one is Cuban and one is Ghanaian. All members of our Board have extensive experience working with international corporations and organizations.
Detailed information on Newmont’s Board including experience, qualification criteria and commitment to inclusion and diversity is available in our 2017 Proxy Statement.
Four Board committees provide oversight and guidance in key areas – Audit, Leadership Development and Compensation, Corporate Governance and Nominating and Safety and Sustainability – and each has a written charter defining members’ roles and responsibilities.
The Safety and Sustainability Committee has primary responsibility for considering strategic sustainability matters, and reviews and approves Newmont’s annual sustainability report. Joseph Carrabba serves as the committee’s Chair, and members include Gregory Boyce and Jane Nelson, the latter of whom has a long and distinguished career advocating for sustainable business practices and is the Founding Director of the Corporate Social Responsibility Initiative at Harvard Kennedy School.
In 2016, Committee members met five times to consider a number of matters related to promoting a healthy and safe work environment and environmentally sound and socially responsible resource development. Each quarterly meeting also included an in-depth review on one of our four regions.
While Newmont’s President and Chief Executive Officer visits each region at least once during the year, Board members also participate in site visits to observe and assess implementation of our policies and standards on the ground. As part of the Board planning cycle, one full Board site visit is scheduled each year, and in 2016 the Board visited our newly acquired Cripple Creek & Victor mine in Colorado. Directors may also request individual or smaller group visits to any operation or project. For example, during 2016, members of the Board visited the Merian mine to celebrate the mine’s commercial production milestone.
More information about our Board committees, including functions and meeting frequency, is available in our 2017 Proxy Statement.
The primary responsibility for the day-to-day management of the Company and delivering on our strategy rests with Newmont’s Chief Executive Officer and his executive leadership team (ELT). The ELT has business – as well as personal – objectives aligned with each pillar of the business strategy, including sustainability and external relations. Key roles are as follows:
Chief Executive Officer
Holds ultimate responsibility for Newmont’s social, economic and environmental performance, and chairs quarterly health, safety and sustainability updates from global and regional team leaders.
Chief Financial Officer
Oversees the efforts to drive long-term financial performance and effective risk management.
Sustainability and External Relations
Has primary responsibility for the Company’s sustainability strategy, including overseeing the sustainability and external relations (S&ER) team members who implement the technical and strategic environmental, geopolitical, social and human rights programs.
Is responsible for Newmont’s strategy and business plan and optimizing the Company’s portfolio through mergers, acquisitions and divestment opportunities.
and General Counsel
Is responsible for Newmont’s compliance with applicable laws and regulations, corporate governance, and ethics and compliance program.
and Chief Technology Officer
Oversees Newmont’s global supply chain as well as the functions responsible for delivering technology and innovation outcomes that drive sustainable competitive advantage and performance.
Leads Newmont’s human resources function and drives efforts to attract, develop and retain talent, strengthen global inclusion and diversity, and ensure workforce rights.
and Chief Operating Officer
Along with the Senior Vice Presidents of Projects and Exploration, the Vice President of Health, Safety and Security, and the Regional Senior Vice Presidents, is charged with delivering leading health, safety, social, environmental and operational performance.
The ELT provides leadership, establishes priorities and delegates matters relating to sustainability to teams and individuals. The S&ER group plays a central role in developing and implementing management frameworks, supporting implementation of strategies and standards, and tracking and reporting on our performance on environmental and social matters. Other executives across functional areas also have responsibility for sustainability-related issues. For example, general managers at each operation are accountable for implementing policies and standards on the ground, and groups within the Company – including health and safety, security, human resources, supply chain and risk management – directly manage sustainability matters.
Executives are held accountable through Newmont’s performance-based compensation structure, which is designed to promote sustained performance and mitigate excessive risk taking. To encourage sustained performance aligned with stockholder interests, stock-based long-term performance incentives represent the largest component of executive pay.
Our Corporate Performance Bonus program for executives, as well as for our regional and site operational leaders, includes annual targets that are designed to advance our strategic objectives. The health and safety targets – to lower accident rates and implement critical controls for top fatality and health risks – and the sustainability targets – related to metrics for water, closure and reclamation, complaints and grievances, as well as performance on the Dow Jones Sustainability Index – account for 25 percent of the total bonus target.
In 2016, the Company’s above-target performance against the health, safety and sustainability metrics increased the overall weighting of these targets to around 30 percent of the total Corporate Performance Bonus payout.
Newmont holds an annual advisory vote on executive compensation to give shareholders an opportunity to approve, reject or abstain from voting on executive compensation programs and policies. More information on director and executive compensation and the process for communicating with the Board is reported in our 2017 Proxy Statement.