Beruflich Dokumente
Kultur Dokumente
Corporate governance
standards
February 2007
www.riotinto.com
Rio Tinto
Rio Tinto is a world leader in finding, mining and processing the earths mineral
resources. The Groups worldwide operations supply essential minerals and metals
that help to meet global needs and contribute to improvements in living standards.
In order to deliver superior returns to shareholders over time, Rio Tinto takes a
long term and responsible approach to the Groups business. We concentrate on
the development of first class orebodies into large, long life and efficient
operations, capable of sustaining competitive advantage through business cycles.
Wherever Rio Tinto operates, the health and safety of our employees is our first
priority. We seek to contribute to sustainable development. We work as closely as
possible with our host countries and communities, respecting their laws and
customs. We minimise adverse effects and strive to improve every aspect of our
performance. We employ local people at all levels and ensure fair and equitable
transfer of benefits and enhancement of opportunities.
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Contents
Corporate governance 2
Appendix
Continuous disclosure 12
Corporate governance
Ensuring that companies, their have felt the need to provide tools to
directors and employees behave measure activity and benchmark results,
prudently, legally and responsibly is across sectors and the whole of the
nothing new. National company laws business world. The result is an array of
have been developed to set minimum legislation, guidelines and codes of conduct
standards of fiduciary care and duty from governmental and regulatory
with penalties for malpractice. authorities; stock exchanges, investors and
However following a number of their advisers; business and employee
corporate censures and failures it was associations; and other non governmental
widely accepted that these minimum organisations.
standards were inadequate and that
companies should recognise their
obligations not only to their
shareholders but also to others directly
involved with their business. The result
was the emergence of a series of
voluntary codes that collectively
became known as corporate
governance. In the US, many of these
codes have passed into legislation with
severe penalties for transgressions.
Companies are expected not just to be
legally and financially sound but also to
be able to demonstrate that their
directors and employees are fulfilling
ever more onerous and detailed
standards of corporate governance.
including internal audit plans and reports; of the board and the desired profiles of
the review with external auditors of the potential candidates for membership. The
scope and results of their audit; the recruitment process includes identification
nomination of auditors for appointment by of suitable candidates, followed by a formal
shareholders; and, the review of Rio Tintos assessment of each, leading to a final
risk management policy and selection process. Proposals for new
recommendation to the board for its members are submitted to the full board
approval. for approval. The committee also reviews
Its responsibilities also include the the time required to be committed to
review of corporate governance standards Group business by non executive
of Group sponsored pension funds. directors.
Meetings are attended by the external The Committee on social and
auditors, the finance director, the head of environmental accountability reviews
Controllers and the head of Corporate the effectiveness of management policies
Assurance. and procedures in place to deliver those
The Report of the Audit committee standards referred to in The way we work
and its Charter are reproduced in the which are not covered by the other board
corporate governance section of the committees and, in particular, those
Annual report and financial statements and relating to health, safety, the environment
the Annual review. and social issues. The overall objective of
The Remuneration committee is the committee is to promote the
responsible for determining the policy for development of high quality business
executive remuneration and for the practices throughout the Group and to
remuneration and benefits of individual develop the necessary clear accountability
executive directors and senior executives. on these practices.
Disclosure of all elements of directors and Rio Tinto publishes an annual
highest paid and most influential senior Sustainable development review, which is
executives remuneration are set out in the independently verified, and individual
Remuneration report which is reproduced business units publish annual Social and
in the Annual report and financial environment reports. All of these
statements and Annual review. documents are available on Rio Tintos
The Nominations committee is website.
responsible for ensuring that a suitable
structure is in place to meet the
recruitment requirements of the board. It
reviews the mix, structure and experience
Assurance functions, including internal Global policies are adopted by the directors
auditors and health, safety and after wide consultation, externally and
environmental auditors, perform reviews of within the Group. Once adopted, they are
control activities and provide regular written communicated to business units
and oral reports to directors and worldwide, together with the necessary
management committees. The directors standards, guidance and resource support
receive and review minutes of the meetings for implementation. Business units are then
of each board committee, in addition to oral required to devote the necessary effort by
reports from the respective chairmen at the management to implement and report on
first board meeting following the relevant these policies and standards. Where a
committee meeting. business unit is not wholly Rio Tinto owned,
Certain risks, for example natural but is managed by Rio Tinto, those
disasters, cannot be mitigated to an business units must also apply the Group
acceptable degree using internal controls. policies and standards.
Such major risks are transferred to third Where the Group does not have
parties in the international insurance operating responsibility for a business,
markets, to the extent considered Rio Tintos policies are communicated to its
appropriate. business partners and they are encouraged
Each year, the leaders of Group to adopt similar policies of their own.
businesses and corporate offices complete
an internal control questionnaire that seeks Whistle blowing programme
to confirm that adequate internal controls Rio Tintos whistle blowing
are in place and operating effectively. The programme is called Speak-OUT.
results of this process are reviewed by the Employees and others are encouraged
executive committee and are then to report any concerns, including any
presented to the board as a further part of suspicion of a violation of the Groups
their review of the Groups internal controls. financial reporting and environmental
This process is continually reviewed and procedures, through an independent
strengthened as appropriate. third party without fear of any
recrimination.
Statement of business practice
The way we work provides the Speak-OUT is a telephone based reporting
directors and employees with a programme that provides employees and
summary of the global policies in place others with a confidential, anonymous and
to help ensure that high standards are independent means of raising issues of
maintained and communicated concern and communicating ideas. Positive
throughout the Group. suggestions are also welcomed and
Continuous disclosure
these local discussions lead to comment that may have made adverse comments or who
could impact the Group then Communications have held opinions with which it does not agree.
& External Relations and/or Investor Relations Communications & External Relations
should be informed immediately. and/or Investor Relations review the draft
Other executives may communicate on content. Any new material information is
relevant business issues with the prior provided to the Groups stock exchanges in
knowledge and approval of a spokesperson. advance or simultaneously with delivery and
Each business unit has guidelines to presenters avoid giving answers to questions
ensure that its external communications are in that individually or cumulatively reveal
line with these standards. undisclosed material information.
Website
All of Rio Tintos media releases and appropriate
presentations and speeches made by Group
executives are available in the Media centre and
Investor centre as soon as possible. Visitors to
the website can subscribe to Rio Tinto news
and will be alerted by email when new
information has been posted.
Review of procedures
The Continuous disclosure committee is
responsible for reviewing its Terms of reference
and the Groups Continuous disclosure
standards.
Designated spokespersons
Global practice leader, London Christina Mills +44 (0)20 8080 1306
media relations christina.mills@riotinto.com
Additional information
If you have any questions arising from these Continuous disclosure standards, please contact a
member of Rio Tintos Media Relations or Investor Relations teams whose details are available
on the website.
www.riotinto.com/aboutus/contactus/investor.aspx
www.riotinto.com/aboutus/contactus/media.aspx
Phone: +44 (0)20 7930 2399 Phone: +61 (0)3 9283 3333
Fax: +44 (0)20 7930 3249 Fax: +61 (0)3 9283 3707