Rio Tinto : Annual Report 2020 – Directors’ Report


Directors’ Report

An employee and local Indigenous participant at our Gove Bauxite Mine in the Northern Territory, Australia. Aluminium, found in a wide range of essential products, including electronics, is made from bauxite.

to increase Indigenous leadership

Investing

Annual Report 2020 | riotinto.com 111

Directors’ Report

Governance

Chairman’s Introduction 113

Juukan Gorge 114

Board of Directors 116

Executive Committee 118

Governance Framework 120

Matters Discussed in 2020 121

Our Stakeholders 122

Board Insights 124

Evaluating Our Performance 126

Nominations Committee Report 128

Audit Committee Report 131

Sustainability Committee Report 136

Remuneration Report

Annual Statement by the Remuneration Committee Chairman 140

Remuneration at a Glance 144

Remuneration Policy 151

Implementation Report 159

Additional Statutory Disclosure 186

Compliance with Governance Codes and Standards 191

Governance

Chairman’s Introduction

2020 was an extraordinary and challenging year for this company and many of its stakeholders.

The Board’s response to the destruction of the rock shelters at Juukan Gorge is described in detail on pages 114-115. The Board Review of those events, the implementation of its recommendations and extensive engagement with stakeholders have been a significant focus of our activity this year. This will continue in 2021 as we work with the new executive leadership team to rebuild the trust that has been lost and apply the lessons of Juukan Gorge.

In my letter on pages 7 to 9 of this Annual Report, I spoke of my pride in the way Rio Tinto responded to the global COVID-19 pandemic, safeguarding our employees, contractors and local communities while keeping our operations running safely and smoothly.

The Board has also had to respond, as COVID-19 related travel restrictions prevented physical Board meetings. I am grateful to my fellow directors not only for their adaptability in ensuring that we still managed to complete our scheduled programme of work – including a “virtual” site visit to Oyu Tolgoi – but also for their time and commitment in responding to the pandemic and Juukan Gorge. These activities are described in detail on the following pages.

We have seen significant changes to our Board in 2020. We welcomed three new non-executive directors – Hinda Gharbi, Jennifer Nason and Ngaire Woods – and have already benefited from their insights and expertise in natural resources, finance, technology, governance, and public policy, and in fostering diversity and inclusion.

At the end of the year, Jakob Stausholm replaced J-S Jacques as Chief Executive, and David Constable stepped down to assume the role of CEO at Fluor Corporation.

In making appointments to the Board, our goal is to bring a range of expertise and diverse perspectives. Following the changes to the Board this year, we are fully compliant with both the Hampton Alexander and the Parker review guidelines on board composition.

The following pages set out the activities of the Board over the year, and how we have evolved our governance arrangements as we continue to learn and develop as an organisation.

Simon Thompson Chairman

22 February 2021

Juukan Gorge: the Board Perspective

The destruction of two ancient rock shelters in the Juukan Gorge represented a breach of our partners’ trust and a failure to uphold our values as a company.

A review of the events leading up to the destruction of the rock shelters published by the Rio Tinto Board of Directors in August 2020 identified a series of systemic failures of our communities and heritage management processes at Brockman 4 over an extended period of time. To read the full review please visitwww.riotinto.com/news/inquiry-into-juukan-gorge.

Both the Board Review and the Inquiry of the Joint Standing Committee on Northern Australia (the Parliamentary Inquiry) make it clear that the events at Juukan Gorge represented a breach of our partners’ trust and a failure to uphold our values as a company.

The Board is determined to learn the lessons to ensure that the destruction of a site of exceptional cultural significance never happens again.

The oversight role of our Sustainability Committee

The Sustainability Committee supports the Board in ensuring

Rio Tinto delivers a strong business performance on a sustainable basis that builds trust with our people, our partners and stakeholders and with wider society.

Internal and external reviews of the events leading to the blasting of the rock shelters at Juukan Gorge have identified various deficiencies including how our partnership with the PKKP people was managed, a lack of integration of our heritage management with our front-line operational teams, and a work culture that was too focused on business performance and not enough on building and maintaining relationships with Traditional Owners.

The archaeological and ethnographic reports received in 2013-14 should have triggered an internal review of the implications of this material new information for the mine development plans. Such a review did not take place. Following completion of the archaeological surveys and other mitigation measures agreed with the PKKP people in 2014, the site was reclassified as ‘cleared’ for mining and removed from relevant risk registers. As a consequence, knowledge and awareness of the location and significance of the site was progressively lost. Further opportunities to revise the mine plan were missed in 2018, when the final archaeological report was received, and again during 2019-20.

The Sustainability Committee has been charged with overseeing the implementation of the recommendations set out in the Board Review and Parliamentary Inquiry, and with ensuring that these lessons are applied to our operations across Australia and the globe. The Committee has already commenced the oversight of this implementation process and, at each of its six meetings in 2021, will receive updates on progress, as well as maintaining an ongoing overview of our global Communities and Social Performance (CSP) risks.

Implementation of the recommendations will also form part of the new ESG component of the short term incentive plan for the Executive Committee and other relevant managers. For more detail, please refer to page 173 of our Remuneration Report.

Our new Integrated Heritage Management Process

One of the most important recommendations for the Sustainability Committee to oversee will be the full integration of heritage management into our mining operations such that our product groups have primary responsibility for our CSP partnerships and engagement. In visits on Country in late 2020, Board members heard how Traditional Owners want to engage directly with the person who is in control of the mine site, the drills and the dozers. It is clear that our mines’ general managers also want this direct line of communication with Traditional Owners to ensure there is no room for error.

Another critical component is the new Integrated Heritage Management Process (IHMP).

Phase 1 of the IHMP is well underway and comprises an assessment of all heritage sites, assessing each on the basis of cultural significance, which is informed through consultation with Traditional Owners.

Over 1,000 sites have been reviewed to date and all sites of high cultural significance have been allocated protective buffer zones.

Under the IHMP, any approvals to disturb sites that are low to moderate significance are made at the Rio Tinto Iron Ore Chief Executive level with decisions regarding sites of high or very high significance being made at the Chief Executive level. Where there is any doubt, we have reclassified the relevant sites from ‘cleared’ for mining back to ‘protected’ as a precautionary measure, pending further consultation with Traditional Owners. An increased level of consultation is also occurring, on an ongoing basis, to ensure a shared understanding of heritage sites and the proposed mine plans.

Phase 2 of the IHMP will fully integrate heritage considerations into mine planning and development studies. Our aim is to ensure that Traditional Owners are actively involved in the management of the cultural heritage aspects of mine design. This will inform the conduct of resource development, studies and the approvals process.

Further information on the steps that we are taking in response to the recommendations of the Board Review and the Parliamentary Inquiry can be found on pages 10-11 and at riotinto.com. These include details of our commitment, in consultation with Traditional Owners, towards the modernisation of our agreements, the formation of an Indigenous Advisory Group and the status of the remedy process with the PKKP people, including a moratorium on mining in the Juukan Gorge area and a remediation plan for the rock shelters.

Juukan Gorge

Risk management and internal control

The overall effectiveness of any risk management framework requires clear expectations and consistency of application of the framework across different product groups and businesses, countries of operation and functional areas of expertise. Unfortunately, this did not happen in the case of Juukan Gorge.

To support the product groups, a new CSP Area of Expertise has been formed to own the relevant standards and procedures, and to ensure that best practices are consistent globally. This team will also provide the second line of assurance on CSP and ensure we have the right people with the right skills in the right locations. Our Internal Audit team will provide the third line of assurance, reporting directly to the Sustainability Committee.

These changes to cultural heritage risk management are designed to deliver more rigorous assurance of the way we manage our communities and cultural heritage risks across our operations globally. The Audit Committee will monitor the effectiveness of these changes to our overall risk management and internal control framework.

Culture

Risk frameworks are only ever as good as the information that flows through them, and the experience and judgment of individual managers in key positions. This is particularly important in a group that is the size, scale and complexity of Rio Tinto.

Effective management of community, heritage and other social risks is therefore dependent upon a work culture that creates the same awareness and accords the same priority to these issues as it does to operational, production or safety risks.

One of the key findings from Juukan Gorge is that we need to provide additional training to our front-line operational managers on the increasingly complex social and environmental risks they are required to manage.

Ensuring that we have the right work culture and relationships to support good decision-making will require sustained effort over many years. We have launched initiatives to increase awareness and training on community and heritage issues and the amount of time that general managers invest in our relationships.

Over the past few months, the Board has held a series of virtual town halls and engagements with staff around the world to seek their views on what we need to do to create a more inclusive, more diverse work culture, where people feel empowered to challenge decisions. In particular, we need to ensure that Indigenous Australians have a stronger voice, not just in our host communities but also within the company. Alongside these steps to build a more inclusive work culture, it is clear that we need to break down silos within the company to ensure that community and heritage issues are fully integrated into business planning decisions (in exactly the same way as safety or production).

The appointment of Jakob Stausholm as our new Chief Executive represents an important milestone as we continue the process of rebuilding trust. One of the reasons the Board chose Jakob is because he will provide clear leadership of our efforts to re-establish Rio Tinto’s reputation as an industry leader in environmental and social performance.

In April 2020, we appointed Hinda Gharbi and Jennifer Nason to the Board, and Professor Ngaire Woods joined us in September. All three new directors bring relevant experience of championing inclusion, diversity, cultural change and governance. We currently have a search underway for a fourth new NED, to replace David Constable. One of our selection criteria will be their ability to support this change programme.

Consequence management

During the two weeks following the publication of the Board Review in August 2020, we engaged with over 70 of our shareholders, Traditional Owners, Indigenous leaders, the governments of Australia and Western Australia, and other stakeholders. At the end of that two-week period of intense engagement, the Board unanimously agreed that J-S Jacques, Chris Salisbury and Simone Niven should leave the company by mutual agreement as it was clear that a number of influential shareholders and other important stakeholders (mainly, but not exclusively, in Australia) had lost confidence in their ability to lead the necessary change.

We acknowledge that some commentators believed that the Board should have acted sooner. There was, however, a very wide range of opinion on the appropriate sanctions and we believe that it was right, on a decision of this magnitude, to establish the facts and engage with as many stakeholders as possible before removing three of our most senior executives, including the Chief Executive, from the business.

In making the eligible leaver determination for the three executives, the Board fully recognised the gravity of the destruction at Juukan Gorge but was mindful that they did not deliberately cause the events to happen, they did not do anything unlawful, nor did they engage in fraudulent or dishonest behaviour or wilfully neglect their duties.

In making the final determination on their separation terms, it was necessary to balance the findings of the Board Review, the financial penalties that had been applied and the loss of employment for the three individuals, on the one hand, against the considerable achievements of those executives over many years. In this context, the loss of employment was considered the greater sanction.

The full details of the separation terms for each executive are set out in the Remuneration Report on pages 169 and 174.

The non-executive directors donated the equivalent of 10% of their 2020 non-executive director fees to the Clontarf Foundation, which supports education, training and employment for Indigenous Australians. Jakob Stausholm, the Chief Executive and executive director, has made a donation of an equivalent amount.

Board of Directors

Rio Tinto plc and Rio Tinto Limited have a common Board of Directors.

The directors are collectively responsible for the stewardship and long-term sustainable success of the Group.

Simon Thompson

Jakob Stausholm

Megan Clark AC

Chairman, MA, PhD. Age 61. Appointed April 2014; Chairman from March 2018

Chief Executive, Ms Economics. Age 52. Appointed Chief Executive from January 2021; Chief Financial Officer in September 2018

Independent non-executive director, BSc, PhD. Age 62. Appointed November 2014

Skills and experience: Simon has significant global experience in mining and metals, finance, and corporate governance. Among a wide range of board appointments, Simon was an executive director of Anglo American plc, where he held the roles of Chairman and Chief Executive Officer of the Base Metals Division. He also served as chairman of Tarmac, and chairman of the Exploration Division. Earlier in his career he held various investment banking positions at S. G. Warburg and N M Rothschild.

Simon chairs 3i plc and has chaired Tullow Oil plc. His experience as a non-executive director includes serving on the boards of AngloGold Ashanti Limited and Newmont Mining Corporation. Simon is also a Commissioner at the Energy Transitions Commission.

Current external appointments:

Chairman of 3i Group plc since 2015.

Skills and experience: As Chief Executive, Jakob brings strategic and commercial expertise and a strong focus on sustainability. He is committed to rebuilding trust with communities, Traditional Owners and stakeholders globally. As Chief Financial Officer, Jakob focused on maximising cash flow and allocating capital with discipline. He balanced investment in sustaining and high-value growth, to maintain a strong balance sheet and deliver superior shareholder returns in the short, medium and long term. Jakob has over 20 years’ experience in senior finance roles in Europe, Latin America and Asia, including in capital-intensive, long-cycle businesses, as well as in innovative technology and supply chain optimisation. Jakob spent six years with the Maersk Group, where his roles included group Chief Financial Officer and executive director of the Group’s integrated transport and logistics business. He was previously with Royal Dutch Shell plc, holding a range of finance positions, including chief internal auditor.

Skills and experience: Megan combines experience in the mining and metals industry with leadership in science, research and technology, and brings valuable insights on sustainable development and innovation to the Board. She was Head of the Australian Space Agency from 2018 to 2020 and Chief Executive of the Commonwealth Scientific and Industrial Research Organisation (CSIRO) from 2009 to 2014. Following mining and exploration roles with Western Mining Corporation, Megan was a director at N M Rothschild and Sons (Australia), and a Vice President Technology at BHP. Megan received the Australian Academy of Science Medal in 2019.

Current external appointments:

Non-executive director of CSL Limited since 2016, Chair of the Advisory Board of the Australian Space Agency since January 2021.

Current external appointments: None.

Hinda Gharbi

Simon Henry

Sam Laidlaw

Independent non-executive director, BSc, MSc. Age 50. Appointed March 2020

Independent non-executive director, MA, FCMA. Age 59. Appointed April 2017

Independent non-executive director, MA, MBA. Age 65. Appointed February 2017, Senior Independent Director in May 2019

Skills and experience: Hinda is Executive Vice President of Services & Equipment at Schlumberger Limited and has some 25 years’ experience at Schlumberger, working in various field engineering, functional and line management positions, including health and safety, human resources, technology development and operations across France, Malaysia, Nigeria, Thailand, the United Kingdom and the United States.

Skills and experience: Simon has significant experience in global finance, corporate governance, mergers and acquisitions, international relations, and strategy. He draws on over 30 years’ experience at Royal Dutch Shell plc, where his roles included Chief Financial Officer from 2009 to 2017.

Current external appointments:

Current external appointments: None

Independent director of PetroChina Company Limited since June 2017. Member of the UK Defence Board. Nominated as Senior Independent Director of Harbour Energy plc from Spring 2021. Member of the Advisory Board of the Centre for European Reform and the Advisory Panel of CIMA.

Skills and experience: Sam has more than 30 years’ experience of long-cycle, capital-intensive industries in which safety, the low-carbon transition and stakeholder management are critical. Previous roles include: president and chief operating officer, Amerada Hess Corporation; CEO, Enterprise Oil plc; executive vice president, Chevron Corporation; CEO, Centrica plc; and membership of the UK Prime Minister’s Business Advisory Group.

Current external appointments:

Chairman of Neptune Energy Group Holdings Ltd. Chairman, National Centre of Universities & Business. Board member, Oxford Saïd Business School. Advisory Board member, The Smith School of Enterprise and Environment.

Former directors

David Constable stepped down from the Board on 31 December 2020.

Jean-Sébastien Jacques stepped down from the Board on 1 January 2021.

Past external appointments over the last three years For details of each director’s past appointments, see the Directors’ Report on page 187.

Board of Directors

Independent non-executive director, BA (Sydney), MA (Oxon). Age 68. Appointed September 2014

Skills and experience: Michael’s distinguished public service career gives him practical experience of the geopolitical and societal trends which affect Rio Tinto. Michael served in senior roles for the Australian government, including head of the Cabinet Policy Unit and secretary of the Department of Foreign Affairs and Trade. He was High Commissioner to the United Kingdom. Michael chairs our Australia Forum, which meets twice a year.

Current external appointments:

Director and deputy chancellor of the University of Notre Dame, Australia. Non-executive director of Qantas Airways Limited since April 2016.

Independent non-executive director, BA, BCom (Hons) (Melbourne). Age 60. Appointed March 2020

Skills and experience: Jennifer has over 30 years’ experience in corporate finance and capital markets. For the past 17 years, she has led the Technology, Media and Telecommunications global client practice at JP Morgan, based in the USA. During her time at JP Morgan, she has also worked in the metals and mining sector team in Australia.

Current external appointments:

Board member of the American Australian Association.

Independent non-executive director, BCom, LLB, FAICD. Age 65. Appointed January 2019, Senior Independent Director, Rio Tinto Limited in September 2020

Skills and experience: Simon brings insights into sectors including financial services, the law, government and charities. He practised as a solicitor before serving at Macquarie Group for 30 years, including as executive chairman of its business in Victoria, Australia. Simon served as chairman of AMP Limited, MYOB Limited and the Commonwealth Scientific and Industrial Research Organisation, (CSIRO). He was the first president of the Australian Takeovers Panel.

Current external appointments:

Chancellor of Monash University. Chairman of the Australian Industry Energy Transitions Initiative Steering Group. Non-executive director of National Australia Bank Limited since February 2020.

Independent non-executive director, BA/LLB (Auckland), D.Phil (Oxford). Age 58. Appointed September 2020

Skills and experience: Ngaire is the founding Dean of the Blavatnik School of Government, Professor of Global Economic Governance and the Founder of the Global Economic Governance Programme at Oxford University. As a recognised expert in public policy, international development and governance, she has served as an adviser to the African Development Bank, the Asian Infrastructure Investment Bank, the Center for Global Development, the International Monetary Fund and the European Union.

Current external appointments:

Board member of the Mo Ibrahim Foundation, the Van Leer Foundation and the Schwarzman Education Foundation.

Board committee membership key

Committee chairmanAudit CommitteeRemuneration CommitteeNominations CommitteeSustainability Committee

Group Company Secretary, BA (Modern Languages and European Studies), Solicitor (England and Wales). Age 49. Appointed January 2017

Skills and experience: Steve is Company Secretary of Rio Tinto plc and Joint Company Secretary of Rio Tinto Limited. Before joining Rio Tinto, Steve was Deputy General Counsel at BG Group plc. He served as Company Secretary of BG Group from 2011 to 2016 having previously been Chief Counsel, Corporate, from 2008 to 2011. Before joining BG Group in 2005, Steve was a corporate lawyer for Herbert Smith LLP in London.

Current external appointments: Vice-Chair of the Association of General Counsel and Company Secretaries working in FTSE-100 companies and a member of the Corporate Governance Council.

Joint Company Secretary, Rio Tinto Limited BEc, LLB, FGIA, FCIS. Age 57. Appointed January 2013

Skills and experience: Tim joined Rio Tinto in 2012 and became Joint Company Secretary of Rio Tinto Limited in January 2013. He has over 25 years’ experience in corporate counsel and company secretary roles, including as General Counsel and Company Secretary at Mayne Group, Symbion Health and Skilled Group. Tim also spent 12 years at ANZ Bank, including as Acting General Counsel and Company Secretary.

Current external appointments: Company secretary for the Foundation for Australia-Japan Studies. Member of the Governance Institute of Australia’s Legislation Review Committee.

Executive Committee

Day-to-day management of the business is delegated by the

Board to the Chief Executive and, through him, to other members of the Executive Committee and to certain management committees.

Jakob Stausholm Chief ExecutivePeter Cunningham

Bold Baatar

Alf Barrios

Interim Chief Financial Officer

Chief Executive, Rio Tinto Copper

Chief Commercial Officer

Biography can be found on page 116.

Peter was appointed Interim Chief Financial Officer in January 2021. He has been with the business for 27 years and held senior leadership roles, including Group Controller; Head of Health, Safety, Environment and Communities; Head of Energy and Climate Strategy; and Head of Investor Relations.

Prior to being appointed Chief Executive, Rio Tinto Copper, Bold was Chief Executive, Energy & Minerals, a position he had held since 2016. Since joining our Copper business in 2013, he has held a number of leadership positions across operations, marine, iron ore sales and marketing.

Prior to his appointment as

As Group Controller, he was responsible for Group financial reporting, including external reporting, and led the business evaluation team, providing independent assessments of projects and commercial transactions to support the Group’s capital allocation efforts. Peter was also responsible for Group planning with oversight of the analysis of Group financial and operating performance and preparation of Group forecasts and plans.

Bold brings to the role deep experience across geographies, commodities and markets. Alongside a passionate commitment to ESG issues, he brings a strong commercial and business development focus with particular interest in developing markets and partnerships with host countries and communities.

Chief Commercial Officer, Alf joined the Group as Chief Executive Rio Tinto Aluminium in 2014. In this role he optimised the portfolio, created a strong safety and performance culture, and grew the business. He established strong relationships with Indigenous communities and delivered industry-leading customer partnerships and ESG initiatives.

Alf brings to the Executive Committee nearly 30 years’ global experience in the natural resources sector across operations, trading, marketing and business development. He will work with the Commercial team to enhance value delivery across the company.

Mark Davies

Sinead Kaufman

Barbara Levi

Group Executive, Safety, Technical and Projects

Chief Executive, Rio Tinto Minerals

Chief Legal Officer & External Affairs

Mark was appointed to his current role in July 2020. Mark joined in 1995 as a senior mechanical engineer and has worked in operational and functional leadership roles, including in our Iron and Titanium business unit, Group Risk, and Global Procurement.

Since she joined Rio Tinto in 1997 as a geologist, Sinead has held senior leadership and operational roles across Aluminium, Copper & Diamonds, Energy & Minerals, and Iron Ore. Most recently, she was Managing Director, Operations, at Copper & Diamonds.

Barbara joined in January 2020. She has over 20 years’ experience in senior legal roles across Europe and in the US in private practice and in-house and is an attorney admitted in the US (Supreme Court of the US and New York) and in Italy (Milan).

Mark is responsible for continuing to deliver on our number one priority – the health, safety and wellbeing of our employees, contractors and communities – and on our long-standing commitment to the environments where we live and work. Mark also oversees our Communities & Social Performance area of expertise, our major capital projects team and our technical centres of excellence, which partner with our assets and with external stakeholders to embed best practice and help deliver sustainable outcomes.

Sinead brings to her current role strong operational expertise and asset leadership combined with a track record and commitment to sustainability: under her tenure as Managing Director, Copper & Diamonds, our Kennecott copper operation in Utah, US, became the first in the world to be awarded the Copper Mark, the industry’s independently assessed responsible production programme. Sinead also oversaw the reduction of Kennecott’s carbon footprint by more than 60%, achieved by closing the coal-fired power station and using renewable energy carbon offsets.

Barbara brings to the role extensive experience across corporate, commercial and compliance matters. Alongside leading our global legal and external affairs teams, Barbara oversees a range of governance functions, including Company Secretariat, Ethics & Compliance and the Technical Evaluation Group.

Executive Committee

Chief People Officer

James has been a partner at Egon Zehnder for 15 years and will join our Executive Committee on 6 April 2021. He has led a range of global practices and specialises in coaching, talent management and leadership development. Prior roles included senior equity research roles at Credit Suisse First Boston and ABN AMRO. He began his career as a pilot in the UK’s Royal Air Force.

Chief Executive, Australia

Prior to being appointed Chief Executive, Australia, Kellie was Managing Director, Pacific Operations, Aluminium. She joined in 2001 and has held a number of safety, operational and leadership roles across both the Iron Ore and Aluminium businesses.

In her new role, Kellie will represent our Australian interests with all stakeholders and bring her operational experience and community values to listen, respond and set the direction for the business. She has a people-centric approach, with a strong commercial background and is an advocate for Indigenous Australians.

Chief Operating Officer

Arnaud joined as President and Chief Executive, Rio Tinto Primary Metal in 2010 and, most recently, was Chief Executive, Copper & Diamonds from 2016. Prior to this, he had 20 years’ experience in commercial and operations roles in the metals and mining industry, including at Alcoa and Pechiney in Australia and Europe.

As Chief Operating Officer, Arnaud will use his extensive operational and leadership experience to drive company-wide improvements in our production system. From his previous roles, Arnaud brings significant experience in the oversight of growth projects, a strong sustainability legacy, safety and operational excellence, improving business profitability and competitiveness, and deploying lean manufacturing to help achieve strong underlying results.

Former Executive Committee members who served during the year

Chris Salisbury

Chris stepped down as Chief Executive, Iron Ore on 11 September 2020.

Stephen McIntosh

Stephen retired from his role as Group executive, Growth & Innovation and Health, Safety & Environment (HSE) on 30 September 2020.

Simone Niven

Simone stepped down as Group executive, Corporate Relations on 31 December 2020.

Jean-Sébastien Jacques

J-S stepped down as Chief Executive on 1 January 2021.

Vera Kirikova

Vera will step down as Chief People Officer on 5 April 2021.

Group Executive, Strategy and Development

Peter was appointed in 2020 having previously been Head of Corporate Development, responsible for corporate strategy and business development. Before joining in 2014, he gained over 25 years’ experience working in the resources industry around the world, including senior commercial roles with BHP and chief executive of ASX-listed OM Holdings Ltd.

In his role, Peter leads our corporate strategy (including climate and sustainability strategy) development. He is also responsible for our portfolio transformation efforts – including exploration and closure, business development and M&A – as well as our Energy & Climate Centre of Excellence, working in close partnership with the product group and commercial teams.

Chief Executive, Rio Tinto Iron Ore

Prior to his appointment as Chief Executive, Rio Tinto Iron Ore, Simon was Chief Commercial Officer from 2018, responsible for our global sales and marketing, procurement, marine and logistics. Since joining in 2000, he has held a variety of operating, commercial and business development roles across a number of commodities.

Simon knows Western Australia well and has a deep understanding of the iron ore market and our customers globally. He is committed to leading Iron Ore safely to its next phase, with a strong focus on rebuilding trust with our communities and Traditional Owners.

Chief Executive, Rio Tinto Aluminium

Prior to being appointed Chief Executive, Rio Tinto, Aluminium, Ivan was Interim Chief Executive, Iron Ore. During his 17 years with the business, Ivan has held senior leadership positions in our Copper and Iron Ore product groups.

Ivan brings to our Aluminium business strong operational experience and critical understanding of end-to-end value chain processes. Ivan led the Iron Ore COVID-19 response, which kept our people and communities safe and business strong. He is also passionate about next-generation technologies and innovations and, under his leadership, we successfully delivered one of Iron Ore’s largest automation initiatives – AutoHaulTM.

Governance Framework

Good governance is, fundamentally, about considering the right things, at the right time, with the right people and insights. We have tried to structure the way the Board works to support that objective, to strengthen our strategic focus, and to improve both the challenge and the support that the Board provides to the executive team. Here is a summary of the framework:

Board of Directors

Rio Tinto has a clear purpose: As pioneers in metals and mining, we produce materials essential to human progress. By doing so efficiently, effectively and sustainably, we aim to create long-term value for all stakeholders. The Board is collectively responsible for pursuing this purpose and approves the strategy, budget and plans proposed by the Chief Executive to achieve this objective.

Nominations CommitteeRemuneration

CommitteeSustainability CommitteeChief Executive

Helps the Board ensure its composition and that of its committees are regularly reviewed and refreshed in order that they are effective and able to operate with the right mixture of skills, experience and backgrounds to identify and respond to current and future opportunities and challenges.

Has delegated responsibility for the executive management of Rio Tinto, consistent with the Group’s purpose and strategy, and subject to matters reserved for the Board, as set out in the Schedule of Matters Reserved for the Board

(available at riotinto.com), and in accordance with the Group’s delegation of authority framework.

See page 128

The Executive Committee is responsible for the delivery of strategy, annual plans and commercial objectives. It manages the financial and operational performance of the Group.

The following management committees support the Chief Executive in the performance of his duties:

Investment Committee

Ore Reserves Steering CommitteeDisclosure Committee

Reviews proposals on investments, acquisitions and disposals. Approves capital decisions within delegated authority limits, and otherwise recommends matters for approval to the Board, where appropriate.

Responsible for standards and control procedures in the ore reserves estimation and disclosure process. Ensures that these are effective in meeting internal objectives and regulatory requirements.

Risk Management Committee

Closure Steering Committee

Reviews and approves the release of all significant public disclosures on behalf of the Group. Oversees the Group’s compliance with its disclosure obligations in accordance with all relevant legal and regulatory requirements, including processes to ensure such disclosures are accurate and timely.

Oversees the management and mitigation of the principal risks that could materially impact the Group’s business objectives and exceed its risk tolerances.

Oversees the process and controls designed to manage the material risks related to rehabilitation, closure and legacy operations.

Audit

Committee

Helps the Board to monitor decisions and processes designed to ensure the integrity of financial reporting, the independence and effectiveness of the external auditors, and sound systems of internal control and risk management.

See page 131

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.

See page 140

Helps the Board oversee the Group’s integrated approach to sustainability and strategies designed to manage health and safety and social and environmental risks, including management processes and standards.

See page 136

Matters Discussed in 2020

Matters Discussed in 2020

The Board had seven scheduled meetings in 2020 and six additional meetings were held to discuss matters outside of the Board’s regular agenda items. During 2020, we have had to adapt to the challenges associated with COVID-19. As a consequence, all meetings have been held virtually and we have increased the number of Board and committee meetings. Set out below are some of the matters which the Board has considered during 2020.

At every Board meeting, the Chief Executive and Chief Financial Officer report on the safety, operating and business performance of the Group against our Key Performance Indicators, as well as how certain material stakeholder issues are being managed.

The Board also received detailed reports from management relating to progress on major growth projects and updates on operations. Examples in 2020 included:

  • – In April, the Board received an update on the Simandou project. The management team presented a revised strategy and requested approval for funding to cover phase 1 of the work programme.

  • – In May, management presented a proposal to change the scope of the Oyu Tolgoi Hugo North Lift 1 underground mine design of Panel 0.

  • – The Board received a teach-in regarding the undercut criteria relating to the Oyu Tolgoi underground project. The session provided an overview of the undercut criteria, highlighting the risks and dependencies to undercut initiation, and covering the governance arrangements in place to track progress and to underpin informed decision-making.

  • – In October, the Board received a teach-in relating to battery materials/ lithium that analysed demand and supply drivers and options for the lithium project, as well as a deep dive on the Jadar project.

  • – The Board also considered and approved a request for almost $200 million to complete the Jadar feasibility study.

  • – The Board considered changes in Australia’s energy policies and the potential impacts to the Australian smelters.

  • – In July, the Board received, considered and approved a request for funding to execute the closure of the Argyle diamond mine, which was no longer economically viable. A presentation was given covering plans for demolition, disposal of infrastructure, earthworks and civil works for waste rock dump reshaping, tailings dam embankment protection and stability, water management and revegetation. The Board also noted the extensive stakeholder engagement that had taken place.

ESG

The Board has ultimate oversight of environmental, social and governance matters working alongside the Sustainability Committee. During the year, in addition to reviewing its forward agenda of matters to be discussed, considering its constitution, composition and performance, and reviewing any new or amended Group policies, the Board considered the following governance matters:

– The Group’s response to the blasting of the Juukan Gorge rock shelters, including consideration of the Board Review of the tragedy, the consequence management, the implementation of the recommendations for change, stakeholders’ feedback and a meeting with the PKKP people.

In February, the Board was updated on plans to publish the Group’s 2020 carbon targets, climate strategy and proposed programme of engagement to accompany the publication of the company’s second climate change report, following the methodology of the Task Force on Climate-related Financial Disclosures. During the update, the Board considered the approach to the climate change report and sustainability disclosures in the Rio Tinto Annual Report.

  • – In July, the Board received an update on the Group’s short-to-medium-term roadmaps and actions required to achieve the new 2030 climate targets.

  • – In July, the Board received and noted the findings of the investor relations perception study. The study was intended to gather the thoughts of institutional investors with respect to the Group and the economic environment. The findings provided the Board with insight into the performance of the company and highlighted focus areas for improvement.

  • – In July, the Board received an update on the Group’s ethics and integrity initiatives, including details of the Group’s whistleblowing programme which was being updated to be more relevant for our people working remotely.

  • – In October, members of the Board met with employees from Oyu Tolgoi as part of a virtual site visit, and held five virtual ‘town halls’ with different groups of employees drawn from operations and functions.

People

The Board receives regular updates on our people-related initiatives to attract, develop and retain the best people, which is crucial to our success. Some of the topics covered in 2020 are below:

In December the Board received a presentation on the Group’s employee engagement survey results, and noted the actions that will be taken as a result of the findings.

– In April, the Board received an update on the Group’s employee value proposition. The objective of the initial work was to seek a deeper understanding of the work culture and employees’ perspectives. This helps to guide people-related decisions and enables the Group to connect more purposefully to attract and retain talent.

In July, the Board received and noted a presentation on technical capability within the Group and the plans in place to further strengthen technical proficiency.

Strategy

The Board discussed and confirmed the Group’s strategy in two separate two-day sessions in May and September 2020.

In May, topics discussed included:

  • – Strategic context for the business

  • – Impacts of COVID-19, including our response, recovery scenarios and commodity prices

  • – Iron ore – industry and market context

  • – Aluminium – revised industry perspectives

  • – Financial resilience and balance sheet strength

In September, the Board considered:

  • – Industry overviews for iron ore, minerals, aluminium and copper

  • – An update on Oyu Tolgoi

  • – Copper growth options

  • – The Group’s portfolio and strategic options

Our Stakeholders

Our business and the decisions that we make affect the lives of many around the world. Understanding the interests of our stakeholders, as well as our shareholders, and doing our best to take them into account when we make choices, remains a Board priority. In the following section, we detail our key stakeholders and summarise their interests, how the Board has engaged with them, and how what the Board has heard has influenced our decision-making. This section serves as our ‘section 172(1) statement’.

Employees

Introduction

We are proud of Rio Tinto’s 45,000* employees, working in 35 countries around the world, who have demonstrated perseverance and resilience in a difficult year. We are committed to their health and safety and ensuring that they work in a positive and respectful environment where they can learn, develop, and feel proud of the work they do – every shift, every day.

How we engage and communicate

  • Following the success of our ’employee AGMs’ in past years, we have continued to engage directly with employees. While the outbreak of COVID-19 unfortunately prevented us holding a similar event this year, we continued to listen to the views of our employees.

  • During November, the Chairman and non-executive directors held informal discussions with five diverse groups, totalling close to 150 employees, across many time zones and parts of the business. Simon Thompson and Megan Clark also had a meeting with a small group of employees in our Perth hub to hear their views and insights on 2020 and beyond. This conversation was recorded and shared with the Group.

  • With COVID-19 severely impacting the traditional ways that our Chief Executive and other leaders engage with employees, we quickly developed new and innovative ways to remain connected and provide support and reassurance to the workforce during the pandemic. This included virtual site visits, town halls and team check-ins, and a number of remote safety engagements with operational site teams. The main themes and issues from these engagements were regularly reported to the Board and considered in our decision-making.

  • During August and September, the company conducted 66 employee focus groups to understand how perceptions and expectations have been impacted by COVID-19, the events at Juukan Gorge, and a number of other global events. These sessions also explored experiences and expectations relating to inclusion, diversity and sustainability. The findings were reviewed in detail by the Board, together with the results of our employee survey which was held in October and November. This survey measures how people feel about the company and its direction.

Investors

Introduction

Our investors include pension funds, global fund managers, bondholders, employees and tens of thousands of individuals around the world. They have all put their faith in Rio Tinto to provide them with a financial return and expect us to allocate capital with discipline to create superior value. They are also increasingly focused on how that return is made. Our investors are closely interested in our strategy, the culture of the Group, sustainability, including cultural heritage, and our operational and financial performance as well as the threats and opportunities which could affect our business.

How we engage and communicate

  • We hold two AGMs each year, in Australia and in the UK. The format of these, as both countries faced significant COVID-19-related restrictions on travel and gatherings, required a move to online events during 2020. By providing these online events, we ensured that investors were still able to engage with the Board and management.

  • We also maintain a comprehensive programme of engagement with investors and analysts to ensure both current and potential new investors have the opportunity to hear from executives, the Chairman and subject matter experts from across the business. We held an online seminar in April in which the Chief Executive and experts from across the Group provided investors and analysts with an overview of our climate change strategy and approach to water management. This reflects growing investor interest in environmental, social and governance (ESG) issues.

  • The Investor Forum in the UK and Australian Council of Superannuation Investors in Australia hosted meetings with the Board and investors to talk about the events of the year, with a focus on Juukan Gorge and the lessons learned. The agenda and Q&A sessions focused on Board effectiveness, oversight and accountability, as well as the Group’s licence to operate. The meetings were well received, complementing direct investor engagement through the year and setting out a framework to allow investors to assess action in the early part of 2021.

*

This is the average employee headcount during 2020, including contractors.

How the Board has taken account of these interests The honesty and openness shown by employees in the small group meetings with the Board provided important insights. We heard employees’ appreciation of the company’s response to COVID-19, their disappointment and shame regarding the events surrounding Juukan Gorge, their commitment to safety, wellbeing, inclusion and diversity, and concerns about fatigue and work-life balance. We heard about difficulties in escalating unresolved issues, the need for a stronger focus on cultural heritage and awareness as well as diversity, and employees’ desire to know more about the future shape and leadership of the organisation. These insights were an important consideration for the Board as we selected Jakob as our new Chief Executive and will receive greater focus as we set the agenda for thecompany under new leadership.

The Board was pleased to see the positive response recorded in employee focus groups and the employee survey to the company’s response to COVID-19, including its support for our people and the communities from which they come. Continuing to listen to employees, through focus groups, surveys and direct leader engagement, provides a wealth of opportunities for us to learn and improve as we continue to build a truly inclusive workplace culture. What has come through in all of the conversations the Board has had this year is how much employees appreciate the opportunity to share their thoughts. We see great value in these interactions and will continue the dialogue next year as part of our commitment to engage with Rio Tinto employees around the world.

How the Board has taken account of these interests

  • In responding to feedback from investors, the Board has continued to deliver a strategy of maximising shareholder returns while allocating capital with discipline for future growth and sustained operational performance through the macroeconomic and commodity cycles.

  • Given investor interest in ESG issues, including climate change and our work with communities around the world, the Board considers these during its strategy sessions when assessing our portfolio positions.

  • The Chairman engaged extensively with investors across multiple markets following the events at Juukan Gorge to understand their perspectives. Following the release of the Board Review, further engagements took place. The broad spectrum of opinion that was garnered from these engagements was important in helping the Board’s decision-making that led to management changes.

  • During 2020, the Remuneration Committee reviewed the effectiveness of our Remuneration Policy, which is due for renewal at the 2021 AGMs. The Committee Chair, Sam Laidlaw, consulted with shareholders and proxies during 2020 and this consultation supported the Committee’s view that the current policy has served our stakeholders well. Notwithstanding this, the Committee felt there was scope for simplification and an opportunity to align certain aspects more closely to shareholder and broader stakeholder expectations, most notably on pensions and by increasing the weighting of the ESG-related component in the short term incentive plan. These changes to the policy will be considered at the 2021 AGMs as part of the Committee’s focus on ensuring that remuneration structure and policies reward fairly and responsibly with a clear link to corporate and individual performance that aligns remuneration outcomes with the delivery of long-term value for shareholders.

Our Stakeholders

Communities and governments

Introduction

The interests of the communities and governments that host our operations around the world are vital to our success. We recognise that our business has the potential to impact them significantly in a number of ways; they, in turn, expect us to commit to high standards in managing our environmental footprint and respecting community and human rights. Our impacts can be both positive and negative and require a proactive approach to building trust and partnership. This trust can be easily lost, as the events at Juukan Gorge have shown, and it therefore requires constant focus and careful management to maintain. The economic impact of our business through the taxes we pay and the jobs that we create has remained important while our support for managing the impact of COVID-19 and direct involvement in protecting the health of our communities have become critical.

How we engage and communicate

  • In light of the events at Juukan Gorge, and following the release of the Board Review, the Board engaged extensively with stakeholders including Traditional Owners and Indigenous leaders. This provided an opportunity to apologise in person to the PKKP people and to see and feel their pain. As a Board, we are committed to learning from this event to ensure that the destruction of heritage sites of such exceptional archaeological and cultural significance never occurs again.

  • We consult with our communities regularly, and always aim to do so in good faith, and in ways that are transparent, inclusive, and culturally appropriate. This covers every stage of the life of our assets. We strive to ensure that our engagement is participatory and representative of the community, including women, youth and vulnerable people. We recognise that our engagement processes can be further strengthened and have taken a number of actions to do so following the publication of our Board Review into cultural heritage management.

  • Governments, at all levels, are critical stakeholders for our business and we regularly engage on matters including how we explore, mine and process ore, the conditions of land tenure, and health, safety and environmental requirements, as well as how we operate as a company in relation to securities, taxation, intellectual property, competition and foreign investment, provisions to protect data privacy, conditions of trade and export, and infrastructure access.

  • We also engage with international organisations such as the World Bank and International Finance Corporation and actively participate in international forums like the Extractive Industries Transparency Initiative and the International Council on Mining and Metals.

Customers and suppliers

Introduction

We want to build long-term relationships with our customers and suppliers based on trust and mutual benefits. Transparency and ensuring that we deliver on our promises are critical in maintaining this trust and we focus on both.

Through the volatility of 2020, customers and suppliers worked with us to safely maintain our operations and the uninterrupted flow of materials and products through the value chain, enhancing the integration between our markets and assets.

How we engage and communicate

  • The inability to exchange physical documentation during COVID-19 was a catalyst for us to expand on our digital interfaces with customers and suppliers in 2020. We completed the industry’s first end-to-end blockchain transaction in Renminbi, with the China Baowu Steel Group and will continue to pilot and adopt new digital tools to improve the experience of our customers and suppliers.

  • We have extended our value chain and expanded our commercial activities into new areas to meet customer needs. This includes the expansion of our portside sales presence to nine ports in China, meeting demand from more than 80 new iron ore customers, and the expansion of bonded warehouse sales in our alumina business.

  • We continue to focus on strategic partnerships as our customers become more concerned about how their products are produced. This includes partnering to develop new products such as with AB InBev to produce beverage cans made from low-carbon aluminium that meets industry-leading sustainability standards.

How the Board has taken account of these interests

  • While COVID-19 has significantly impacted plans for 2020, we have continued direct engagement between directors and those who advocate on behalf of communities around the world. The Chairman held a ‘virtual roundtable’ with civil society organisations, where the discussions focused on our response to Juukan Gorge, climate change and continuing concerns about industry lobbying.

  • The Board has unreservedly apologised to the PKKP people for the destruction of the rock shelters at Juukan Gorge. The Board and senior leadership team have taken decisive action to implement the recommendations set out in the Board Review and the Interim Report of the Parliamentary Inquiry. Details of these changes can be found on pages 114 to 115.

  • The Board recognises the need to further increase its engagement with stakeholders close to our operations, including communities and governments. The appointment of Simon McKeon as Senior Independent Director for Rio Tinto Limited, as well as Kellie Parker as Chief Executive of the business in Australia, will increase engagement in Australia and the full Board will continue to prioritise engagement with local communities when interacting with Rio Tinto sites remotely or in person. We are consulting with Traditional Owners to create an Indigenous Advisory Group (IAG), intended to bring Indigenous voices into the senior leadership and oversight of the business in Australia. Through our annual Board level engagements with civil society organisations, we listen, learn and look at ways we can improve on a number of issues of interest to our stakeholders.

  • With COVID-19 impacting communities worldwide, we have an important role to play in keeping our communities safe while ensuring we can continue to keep our operations running safely. We have taken extensive measures across the business to help protect our communities, and have increased these as the pandemic has spread, in line with guidance or directives from governments and advice from international health organisations.

How the Board has taken account of these interests

  • Building on our first customer survey in 2019, the Commercial team expanded the exercise in 2020, receiving feedback from more than 400 customers and suppliers across our products and major markets. The survey tested Rio Tinto’s performance against more than 40 attributes, from product quality to technology. The high-level results of the survey were shared with the Board through regular updates provided by the Chief Executive in 2020. Key insights from the 2020 survey included the importance of digital capability to customers and improvements in areas such as collaboration and responsiveness.

  • Amongst the Group’s suppliers, the baseline provided by this first survey in 2020 will allow us to continue to shape these important relationships, building on general satisfaction and areas of focus. Both surveys will be repeated in 2021.

  • The Board will begin to track progress in customer and supplier satisfaction from the baselines developed in the 2019 (customers) and 2020 (suppliers) surveys, and identify any additional areas for focus.

  • As with our other stakeholders, the events of 2020 required the Board to adjust its engagement methods. Planned physical visits by the Board to major customers and suppliers in Asia were postponed and will be held as soon as the global situation allows. In the meantime, we are exploring how members of the Board can engage remotely with a number of key customer and supplier representatives.

Board Insights

Board tours Oyu Tolgoi in first virtual site visit: adapting to COVID-19

Site visits are an important part of the annual calendar for our Board – a chance for directors to deepen their understanding of our operations, and to meet with employees. This year, COVID-19 restrictions meant that plans for a physical visit to Mongolia had to be reconsidered – and the Oyu Tolgoi team were determined to give the Board a virtual tour that would be as close as possible to being there in person.

With exceptional planning, innovative use of technology, and the team’s hard work and enthusiasm, they were able to create a four-hour interactive experience for the Board members, who joined from their respective homes.

Plan, test and plan some more

The Oyu Tolgoi team used elements of live video, 3D transition and pre-taped news style footage to showcase the different areas of our business.

The Board virtually visited open pit operations, the concentrator and the underground development. They heard from subject matter experts from across Oyu Tolgoi about the environmental, social and governance aspects of the business, including our water recycling activities, local procurement and, community partnerships.

The team tried something new with the background reading material sent to the Board members before the event too, and created an interactive book instead of the more usual PDF.

To complement the virtual site visit and ahead of key investment and project decisions regarding the OT underground project, including the approval of the OT Hugo North Lift 1 (HNL1) Panel 0 mine design feasibility study and underground project 2020 estimate, the Board received a teach-in providing an overview of the undercut criteria relating to the Oyu Tolgoi underground project. The Board discussed and agreed the criteria that would be developed for further Board review to manage the key risks to undercut initiation, including mine design, development and construction, power certainty, funding, and sovereign risk. The Board noted that Rio Tinto Copper & Diamonds and the Oyu Tolgoi joint venture would manage other aspects such as business readiness, technical assurance, permitting, and access to market.

OT has such a strong story on performance – particularly the safety ethos and enthusiasm for continuous improvement – that shines through from everyone. We really get the feeling you have developed a great culture on site, which is hugely impacted by the high and increasing local capability. A great example to others, and your pride in this is understandable – and tangible to the entire Board.

Simon Henry Non-executive director

The time I spent with each of more than 30 senior leaders in the company enabled me to learn about each of the different businesses of

Rio Tinto, as well as to begin to understand the different geographies within which Rio Tinto operates.

Ngaire Woods Non-executive director

NED inductions

We have developed comprehensive induction processes for new Board members which aim to provide a broad introduction to the Group, and enable new directors to contribute to the Board’s deliberations from the outset.

We appointed three new non-executive directors this year, Hinda Gharbi, Jennifer Nason and Ngaire Woods. Each received a tailored programme comprising one-to-one meetings with Board directors, Executive Committee members and senior leaders across the business. This was supported by a comprehensive library of internal and external reports, memos and presentations covering the key commercial, operational and functional areas of the Group. Ordinarily, visits to mine sites and operations form an important part of induction but, due to the COVID-19 related restrictions, this has not been possible during 2020. We very much hope to reintroduce site visits for directors during 2021 as restrictions ease. The absence of face-to-face engagement was reflected in feedback from new directors on the effectiveness of the induction process, but this was otherwise positive.

Employee engagement

As we have mentioned elsewhere in this report, the COVID-19 pandemic challenged us to rethink in 2020 how the Board engages with employees. Restrictions on international travel, and on social gathering, meant that our usual large-scale events such as ’employee AGMs’ and town halls were not possible in 2020. Instead, we developed a series of smaller-scale engagements, primarily in virtual formats, to ensure that the Board continued to engage with employees and hear their views directly.

The events included five informal discussions.

The Chairman and a number of non-executive directors attended each event and employee attendance was limited to between 15 and 35 employees per event to maximise the opportunity for active participation. By mixing time zones and participants, these sessions managed to include representatives from almost all product groups and Group functions.

The induction sessions for new directors were extremely thorough and comprehensive, covering all product groups and major functions.

Jennifer Nason Non-executive directorIn addition, in November, Simon Thompson and Megan Clark met in person with a group of five employees in our Perth hub to understand their thoughts on 2020 and beyond. That conversation was recorded, and the video was shared with all employees via the Group intranet to give everyone an opportunity to hear the reflections from colleagues and from the Board.

We sought feedback from participants after each of these events. It was good to see that employees were very positive about the format and conduct of the discussions and welcomed the opportunity to engage with the Board in this way. At each of the sessions employees were clearly very engaged and not afraid to ask difficult questions on sensitive topics.

The questions and comments raised covered a very wide range of topics including, among others, the events at Juukan Gorge and the Group’s response, the desired credentials for the new Chief Executive (as the search was ongoing at that time) and the direction and culture of the organisation. The questions also reflected a clear interest in safety, work-life balance and inclusion and diversity.

These questions, feedback and insights from employees are hugely valuable to the Board. They have already been factored into discussions around the Board table and will continue to influence our decision-making and the monitoring of how culture is embedded under our new Chief Executive and the new Executive Committee team.

Whilst we all hope it will soon be possible to ease the current COVID-19 restrictions and return to some form of normality, the emergence and establishment of these new formats and channels of employee/Board engagement have been a positive development in 2020. We will continue to develop them, in addition to more traditional forms of face-to-face engagement as we continue in consultation with our newly designated non-executive director for workforce engagement, Simon McKeon, to make sure the voice of our employees is heard in the boardroom.

Evaluating our Performance

An effective Board depends on the personal development of individual directors and continuous improvement in the operation of the Board as a whole.

We measure our performance each year by carrying out a formal annual review of the Board, its committees and the Chairman. Every third year we engage a professional external adviser to carry out the Board review to obtain an independent evaluation. In 2020 we carried out an internal Board evaluation, with the process overseen by the Group Company Secretary. The evaluation is based on a questionnaire to all directors and the views of directors are consolidated into a formal report which is discussed by the Board and the relevant committees.

The Board evaluation process identified some areas of strength. This notably included the way in which Rio Tinto had responded to COVID-19, with the Chief Executive able to adjust priorities across the business to focus on responding to the immediate issues. The Board felt that it had adapted to the new way of working and that there was greater opportunity to use virtual meetings and site visits in the future. The atmosphere in the boardroom was rated highly and the Board felt that it had worked coherently and well during recent challenges, albeit the lack of informal time for the Board was noted and the importance of engagement with senior leadership was also stressed. Feedback on the skills and experience of the Board identified a need to bring a better understanding of China into the boardroom.

One area where some Board members felt more could have been done was engagement with stakeholders, which is a reflection of the events at Juukan Gorge. A clear theme that emerged was the importance of the transition to a new Chief Executive in 2021 and supporting them in evolving Rio Tinto’s culture and rebuilding trust, notably in Australia. The Board’s monitoring of the culture and behaviours throughout the organisation was identified as an area of focus. The need for the new Chief Executive to prioritise alignment of organisation culture with our values was stressed.

Individual assessments

The Chairman is responsible for evaluating the performance of non-executive directors. In 2020, he met each non-executive director to review their views on and contribution to the Board, as well as their training requirements.

The non-executive directors, led by Sam Laidlaw, senior independent director, Rio Tinto plc, are responsible for the performance evaluation of the Chairman. The senior independent director met with the non-executive directors and, separately, the executive directors to gather feedback to provide to the Chairman on his performance. This review concluded that the Chairman had led the Board effectively during a very challenging year.

2020 progress on 2019 actions

Board composition/dynamics

In April 2020, we appointed Hinda Gharbi and Jennifer Nason to the Board. Professor Ngaire Woods joined us in September. All three new directors bring relevant experience of championing inclusion, diversity, cultural change and governance. The appointment of Jakob Stausholm as our new Chief Executive represents an important milestone as we continue the process of rebuilding trust and, as an internal successor, he can apply his existing knowledge and understanding of the Group to some of the key investment and growth decisions arising in the shorter term.

Strategy

The various aspects of the Board’s oversight of strategy were rated positively overall in the Board evaluation, although the importance of growth options was stressed. Greater follow-through in terms of analysis and conclusions reached was requested. The Board was seen to have a good understanding of competitors overall. While the effectiveness with which sustainability is integrated into the company’s business strategy and operations was highly rated, it was noted that Rio Tinto’s reputation in the area of ‘social’ has been severely damaged as result of Juukan Gorge.

Board management and reporting

Overall, the quality of Board documentation received a positive rating, although a few felt that papers could be crisper, and point more clearly to the decision/ risk/input sought.

Stakeholders

The oversight of stakeholder views was considered somewhat mixed, although investor and regulatory understanding were identified as relative strengths. Understanding of China could improve, with China remaining a key stakeholder as a partner, customer and shareholder. Increased engagement and understanding of community issues was also highlighted.

The Board’s monitoring of the culture and behaviours throughout the organisation drew a mixed rating and the need for the new CEO to prioritise aspects of culture was stressed.

Actions for 2021

We currently have a search underway for a new NED, to replace David Constable. Among our selection criteria will be their ability to help lead cultural change, and experience of one of our key countries of operation.

An appointment process for the permanent role of executive director and Chief Financial Officer is underway.

With the global pandemic in 2020, it has been difficult to preserve more time for informal debate and discussion. We are exploring ways to achieve this in what is likely to remain a virtual environment for at least part of 2021.

The Board will continue to focus on the following strategic priorities in 2021: i. China relations; ii. growth; iii. ESG performance and licence to operate; iv. Australian stakeholder relations; v. critical decisions regarding iron ore and copper; and vi. culture.

The Chief Executive and interim Chief Financial Officer will continue to consider an enhanced framework of financial metrics against which the Board can analyse and stress-test strategic options, new investments and business plan scenarios.

Further involvement of the executive team in strategic discussions will be considered.

The management of Board meetings was rated highly, although the impact of COVID-19 on discussions was highlighted. It was felt the Board should spend more time on i. culture and people; ii. strategic choices; iii. external stakeholders; iv. engagement with leadership, notably product group heads; and v. technology.

Shorter presentations at Board meetings to allow more time for discussions of key issues and risks was requested. On key investment decisions, discussion of upside/downside risks and alternative strategies could be improved.

Engage with customers/suppliers during a Board visit to China. Increase Board engagement with top talent and senior leadership. Increase engagement with US investors.

Increase Board awareness of government views in key countries of operation. Increase engagement with local communities on Board site visits.

The Board and its committees will continue to utilise external speakers and subject matter experts to enhance understanding, including of China, and of climate change and the energy transition.

Further workforce engagement initiatives will seek to build understanding, across different jurisdictions, of employee attitudes to work practices and to the company in general.

Evaluating Our Performance

Directors’ attendance at scheduled Board and committee meetings during 20201

Chairman and executive directors

Committee appointments

Simon Thompson

Jean-Sébastien Jacques Jakob Stausholm

Non-executive directors

Megan Clark

David Constable2

Hinda Gharbi – joined 1 March 2020

Simon Henry

Sam Laidlaw

Michael L’Estrange

Simon McKeon

Jennifer Nason – joined 1 March 2020

Ngaire Woods – joined 1 September 2020

Board

7/7 7/7 7/7

7/7

7/7

6/6

7/7

7/7

7/7

7/7

6/6

3/3

Audit

5/6 4/4 6/6

6/6

Nominations

6/6

6/6

5/6 3/43 6/6 6/6 6/6

6/6 4/4 2/2

Remuneration

6/6

6/6

6/6

6/6 4/4 2/2

Sustainability

4/4

5/5

4/4 4/4 5/5

5/5 4/4

4/4 2/2

  • 1. Outside of the scheduled meetings of the Board and committees for 2020, numerous ad hoc meetings took place to consider more urgent matters, including seven Board meetings, three Nominations Committee meetings, two Remuneration Committee meetings, and one Sustainability Committee meeting.

  • 2. David Constable was unable to attend an Audit Committee meeting on 14 December 2020 and a Nominations Committee meeting on 29 October 2020 due to unavoidable conflicting commitments with Fluor Corporation.

  • 3. Hinda Gharbi was unable to attend the Nominations Committee meeting in May 2020 because of an unavoidable commitment that had been agreed prior to Hinda joining the Board in March 2020.

Our plans and priorities for 2021

The Board has identified the following focus areas for 2021:

Strategy and growth

Seek to identify appropriate growth options for the business, while maintaining the Group’s disciplined approach to capital allocation.

Develop plans to address portfolio concentration risk (geographic/commodity).

Supporting Board dynamics

Ensure balance of face-to-face and virtual Board meetings as the ‘new normal’.

Declutter Board agenda – more items to be taken as read or even offline between meetings.

Increase Executive Committee participation in Board meetings, including strategic discussions.

Establish clear and distinguished parameters and metrics for the Chief Executive Officer and Chief Financial Officer reports.

Focus Board papers and presentations on key issues and key decisions required. Resume Board site visits as soon as possible.

Support the new Chief Executive Officer in his priorities and continue to enhance relations between executive and non-executive members of the Board, creating an informal, challenging but supportive environment.

Convene outside speakers’ expertise on key topics such as sustainability, China or technology.

Priorities for the new Chief Executive Officer Build a more collaborative and trusting work environment.

Promote an inclusive and empowered culture that supports raising of concerns.

Re-balance risk aversion and long-term effectiveness versus short-term efficiency.

Work with the Chairman and Group Company Secretary to enhance the Board’s oversight of culture and behaviours (including enhanced metrics and qualitative assessments).

Review the development needs of the senior executive team and finalise the appointment of a new Chief Financial Officer. Increased Board focus on talent development and succession planning with a deep dive on Executive Committee bench strength, development plans and diversity.

Consider appropriate mechanisms to improve the Group’s reputation and standing in Australia and China, as key business partners.

ESG and stakeholder engagement

Focus on communities and heritage and climate change – conduct a review of the Board’s response to Juukan Gorge and build resilience for future crises.

Introduce and develop ESG metrics into executive remuneration structures.

Improve the Board’s understanding of key customers and suppliers.

Continue to formalise mechanisms to hear the views of the Group’s workforce, and to shape decision-making accordingly.

Training and development

Continue to enhance the Board’s knowledge of Asia, and China in particular.

Teach-ins/deep dives will be organised in 2021 in relation to decarbonisation of the mining sector, technology, ethics and compliance, reserves and resources, and water management.

Nominations Committee Report

The Nominations Committee seeks to ensure that the Board has the requisite mix of skills, views, experience and expertise to provide robust oversight, and to identify and respond effectively to current and future opportunities and challenges.

In our approach to succession planning and appointments, we are committed to building an effective, diverse, knowledgeable Board that can provide robust oversight, encourage differing perspectives, promote collaboration, fairness and inclusion, and convene expertise effectively to help it navigate the increasingly complex opportunities and threats facing the Group.

2020 was a year that tested many parts of our business. Our response to COVID-19 in many ways showed the Group at its best, with fast, delegated decision-making within a clear values-based framework that put the safety of our employees, contractors and local communities first, while allowing our operations to keep running and delivering for customers.

The events at Juukan Gorge, however, were a sobering reminder that, no matter how sophisticated our risk management processes, in cases like this, the effectiveness of Board oversight is ultimately dependent upon the recognition of risk and escalation of decision-making by front-line operational staff. Increasing cultural awareness and understanding of community, heritage and other social risks, and ensuring that operational management has access to the information it needs to support good decision-making, will be a key focus for the Board and the senior executive team in 2021.

With the departure of three of the most senior executives in the Group as a result of Juukan Gorge, the Nominations Committee was extremely busy in the latter part of 2020. Our top priority was the appointment of a new Chief Executive. Drawing upon our existing internal succession planning and an external search, in December 2020, we announced the appointment of Jakob Stausholm as Chief Executive. Jakob has made a significant contribution to the performance and the strategy of the Group since joining as CFO two years ago and his appointment represents an important milestone as we start the process of rebuilding trust. With strong values and an inclusive, collaborative leadership style, we are confident Jakob will provide clear leadership of our efforts to re-establish Rio Tinto’s leadership in environmental and social performance. Further details of the appointment process and the selection of Jakob are set out on the following page.

In November, David Constable announced he would be stepping down from the Board to concentrate on his appointment as the Chief Executive of Fluor Corporation. On behalf of the Board, I would like to thank David for his significant contribution to our Board discussions. A search for David’s replacement is underway as we seek to further strengthen representation on the Board from our key countries of operation.

Simon Thompson

Nominations Committee Chairman

22 February 2021

Appointments to the Board – our policy

We base our appointments to the Board on merit, and on objective selection criteria, with the aim of bringing a range of skills, knowledge, and experience to Rio Tinto. This involves a formal and rigorous process to source strong candidates from diverse backgrounds and conducting appropriate background and reference checks on the shortlisted candidates. We aim to appoint people who will help us address the operational and strategic challenges and opportunities facing the company and ensure that our Board is diverse in terms of gender, nationality, social background and cognitive style. As such, we only engage recruitment agencies that are signed up to the Voluntary Code of Conduct on diversity best practice.

We believe that an effective Board combines a range of perspectives with strong oversight, combining the experience of directors who have developed a deep understanding of our business over several years with the fresh insights of newer appointees. We aim for our Board composition to reflect the global nature of Rio Tinto’s business. We currently have six different nationalities (including dual nationalities) on a Board of 11.

The key skills and experience of our Board are set out on the table at the end of this report.

Nominations Committee ReportOur diversity and inclusion policy sets out our expectations around the behaviours needed for an inclusive and diverse workplace. The policy is co-owned and supported by the Rio Tinto Board and Executive Committee. At a Group level, we report against gender diversity targets (see page 76). In addition, each of our operations has local employment targets; their performance against these targets can be found in our 2020 Sustainability Fact Book.

Read our full policy on our website – riotinto.com/sustainability/policies.

Our key responsibilities

The purpose of the Nominations Committee is to review the composition of the Board. The Committee leads the process for appointments, making recommendations to the Board as part of succession planning for both non-executive and executive directors. It also approves proposals for appointments to the Executive Committee and monitors the succession planning and development of a diverse talent pipeline for Executive Committee members and their direct reports.

Membership of the Committee

All non-executive directors are members of the Nominations Committee.

The Chief Executive and the Chief People Officer are invited to attend all or part of meetings, as appropriate. The Committee is chaired by the Chairman of the Board, unless the matter under consideration relates to the role of the Chairman. During 2020, the Chief Executive did not attend meetings where his succession was discussed.

Our search process for the Chief Executive appointment

MWM Consulting were appointed to support the search process. Candidates proposed by MWM were shortlisted by the Nominations Committee before a series of interviews of the shortlisted candidates by various non-executive directors and the Chairman. The leading candidates were also assessed by YSC Consulting. Neither firm has any connection with Rio Tinto. A final proposal from the Nominations Committee recommending Jakob was made to the Board in December 2020 and the proposed terms of his appointment were reviewed by the Remuneration Committee.

Succession planning

In 2021, the Committee will re-focus on broader succession planning for the Board and Executive Committee. In his first year as Chief Executive, Jakob’s priorities will include a review of the development needs of the senior executive team and the appointment of a new Chief Financial Officer. The Nominations Committee will oversee and recommend appointments to the Board and support Jakob in other senior appointments and leadership succession planning.

Changes affecting existing Board members

The role of the Senior Independent Director is well established in the UK. In 2020, in recognition of Rio Tinto’s DLC structure and the importance of Australia to the Group’s operations, the Board appointed Simon McKeon as Senior Independent Director of Rio Tinto Limited to provide an alternative, Australia-based sounding board for our key stakeholders. This newly created Board role will complement the existing Senior Independent Director role, which will continue to be performed by Sam Laidlaw for Rio Tinto plc.

Since Australia is also the country where our most significant operations are located, as well as the largest number of employees, Simon McKeon has also been appointed as the designated non-executive director for workforce engagement, working closely with the Chairman and Group Company Secretary.

New appointments – improving diversity on the Board

Rio Tinto is committed to promoting behaviours that support an inclusive and diverse workplace and that reflect our values of safety, teamwork, respect, integrity and excellence. This commitment is set out in our global code of conduct, The Way We Work.

In 2020, we were pleased to announce the appointment of Hinda Gharbi, Jennifer Nason and Ngaire Woods as non-executive directors, taking the proportion of women on the Board to 33.3% (four women and eight men) as at the end of 2020. Since 1 January 2021, following the departures of J-S Jacques and David Constable, this has increased to 40%. Hinda Gharbi has also identified herself as a ‘director of colour’ for the purposes of the Parker review, which champions greater ethnic diversity on UK boards.

Appointment of Jakob Stausholm as our new Chief Executive

In September 2020, we announced that, by mutual agreement, J-S Jacques would step down from his role as an executive director and Chief Executive of the Group. A formal process to identify his successor commenced. J-S agreed to remain in his role until the appointment of his successor or 31 March 2021, whichever was earlier. This was to ensure business continuity and, specifically, to maintain the resilient performance of the Group’s global operations during the COVID-19 pandemic.

The Nominations Committee oversaw a selection process that drew upon existing internal succession planning and an external international search, culminating in the appointment of Jakob as Chief Executive with effect from

1 January 2021. J-S therefore stepped down from his role as an executive director and Chief Executive with effect from

1 January 2021 and will leave the Group on 31 March 2021.

Details of the structure of the remuneration package for Jakob and the leaving arrangements for J-S are disclosed in the Remuneration Report on pages 140-185.

Jakob has already played a key role in strategy development and performance management since joining the Group as Chief Financial Officer, delivering the company’s disciplined capital allocation strategy, which in turn led the Group to deliver record shareholder returns. He has a proven track record as a senior executive with deep industrial and resources experience spanning strategy and technology as well as financial and risk management. He has also demonstrated the ability to build effective relationships, both internally and in some of our key countries of operation.

This blend of strategic and commercial expertise, taken together with Jakob’s collaborative leadership style, strong values and personal commitment to the role of business in promoting sustainability, make him the ideal choice for our Chief Executive. A further advantage is that, as an internal candidate, he will be able to apply his existing knowledge and understanding of the Group to some of the key investment and growth decisions arising in the shorter term.

The Committee has engaged Spencer Stuart to support the searches for recent non-executive director appointments. Spencer Stuart does not have any other connection with Rio Tinto. When considering candidates, the Committee has requested that both gender and ethnic diversity be considered when putting candidates forward.

The Board recognises that it has a critical role to play in creating an environment in which all contributions are valued, different perspectives are embraced, and biases are acknowledged and overcome. The Board shares ownership with the Executive Committee of the Group’s inclusion and diversity policy, which can be found on the Group’s website. We also discuss diversity and inclusion in the Sustainability section of this Annual Report.

Senior leadership – gender diversity

The Group has continued to set measurable gender diversity objectives for the composition of senior leadership and graduate intake. Progress on diversity is shown in the Sustainability section on page 76, where we show a breakdown by seniority. In 2021, we plan to leverage the gains

in 2020 and will expand our gender diversity targets beyond women in leadership to women at all levels of the organisation.

Focus of the Committee in 2021

In 2021, the Committee will support Jakob as he transitions into his new role as Chief Executive and fills the senior management vacancies created by recent departures and promotions. The Committee is currently conducting a search for a replacement for David Constable and will continue to review the skills and experience of the directors and the composition of committees.

Length of tenure of non-executive directorsSkills and experience of the Chairman and non-executive directors

No. of

Directors

Business leadership

Board level experience in a major corporation.

7

Capital projects

Experience of developing large-scale, long-cycle capital projects.

5

Financial

Proficiency in financial accounting and reporting, corporate finance,

5

internal controls, treasury and associated risk management.

Mergers and acquisitions

Experience of mergers, acquisitions, disposals and joint ventures.

5

Global experience

Work experience in multiple global locations, exposed to a range of

8

political, cultural, regulatory and business environments.

Corporate governance

Experience on the board of a major corporation subject to rigorous

6

corporate governance standards.

Government and international relations

Interaction with governments and regulators or involvement in public

4

policy development and implementation.

HSSE/ESG

Familiarity with issues associated with workplace health and safety,

6

asset integrity, environment and social responsibility, and communities.

Climate change

Knowledge and experience of climate-related threats and opportunities

6

including climate science, low-carbon transition and public policy.

Communities and social performance

Experience of working with communities to optimise the benefits and

6

minimise negative impacts of business activities.

Marketing

Senior executive experience in marketing, and the development of

2

product and/or customer management strategies.

Mining

Senior executive experience in a large, global mining organisation

2

involved in the discovery, development, operation and closure of mines.

HR/remuneration

Experience of talent recruitment, retention, development and incentives.

4

Technology/digital

Experience of managing research, development, and innovation,

2

including digital technology.

Area of expertise

0 – 3 years: 5

+3 – 6 years: 2

+6 – 9 years: 3+9 years: 0

Audit Committee Report

I am pleased to report on the work of the Audit Committee (the ‘Committee’) in 2020. This is set out in detail over the following pages, but in this introduction I would just like to highlight a few aspects of a quite extraordinary year.

First and foremost, the Group had to respond to the unprecedented challenges of the global COVID-19 pandemic. I have been hugely impressed with the agility, innovation and tenacity our people have demonstrated to keep assets operating safely despite the severe restrictions on travel, and the need to socially distance and work remotely. From an Audit Committee perspective, it has been reassuring to see the organisation adapt to maintain the effectiveness of internal controls. We have also seen proactive responses to new risks emerging from the COVID-19 environment. While longer term there is no substitute for ‘boots on the ground’, the Group has embraced new ways of working in 2020 to support the continued integrity of our control framework.

We changed our external auditor, with the appointment of KPMG at the 2020 AGMs. To change auditors in a large and complex organisation such as Rio Tinto is a significant undertaking, requiring substantial transition planning and preparation work. KPMG shadowed PwC through the 2019 audits and engaged extensively with management to build their knowledge of this company and develop an audit plan. We are also already seeing some of the benefits of periodically rotating the external auditor as ‘fresh eyes’ suggest potential enhancements and challenge us to reconsider and substantiate assumptions.

The Audit Committee is acutely aware of the issues arising from the destruction of the Juukan Gorge rock shelters in

May 2020, in particular the weaknesses it exposed in the risk management and internal control framework, and to relevant culture and behaviours within the company. Looking forward, the lessons learned, and actions now being taken, will form part of the Committee’s consideration of the effectiveness of the overall control framework.

We welcomed Hinda Gharbi to the Board and as a member of this Committee in March 2020. Hinda has already familiarised herself with the Group and in just a few short months, this Committee has come to rely upon her experience and insight. David Constable stepped down as a director at the end of 2020. We will miss his wise counsel, but wish him well as he embarks on a new role as CEO of Fluor Corporation.

More widely, we continue to monitor developments in the UK audit market following the Brydon, Kingman and CMA reviews. While the final destination is not yet clear, discussions have continued during 2020 on the direction of travel, and we continue to play our part in the ongoing consultation process.

As we look to 2021, we see an increased focus on the way companies reflect the potential impact of climate change in financial reporting. In addition to the usual work of the Committee, this is something we expect to explore further, including appropriate consideration and assurance around reporting under the Task Force for Climate-related Financial Disclosures framework.

Simon Henry

Audit Committee chairman

22 February 2021

Audit Committee members

Simon Henry (Chairman) David Constable*

Hinda Gharbi Simon McKeon

*

A member during 2020, stood down at the end of 2020.

Membership

The members of the Committee are all independent non-executive directors, and their biographies can be found on pages 116-117. The Chairman of the Board is not a member of the Committee.

As Rio Tinto’s securities are listed in Australia, the UK and the US, we follow the regulatory requirements and best practice governance recommendations for audit committees in each of these markets.

Australian listing requirements

In Australia, the members, and the Committee as a whole, meet the independence requirements of the ASX Principles. Specifically, the Committee members between them have the accounting and financial expertise and a sufficient understanding of the industry in which the company operates to be able to discharge the Committee’s mandate effectively.

Annual Report 2020 | riotinto.com 131

Audit Committee Report continued

UK listing requirements

In the UK, the members meet the requirements of the FCA’s Disclosure Guidance and Transparency Rules, and the provisions of the Code relating to audit committee composition. Simon Henry, the chairman of the Committee, is considered by the Board to have recent and relevant financial experience.

Simon Henry and David Constable both have extensive prior experience of the natural resources sector. Simon McKeon has gained experience of the mining sector by serving on the Board and on the Committee, and through regular site visits, reports and presentations. The Committee as a whole has competence relevant to the sector in which the company operates.

US listing requirements

In the US, the requirements for the Committee’s composition and role are set out in SEC and NYSE rules. The Board has designated Simon Henry as an ‘audit committee financial expert’. The Board also believes that the other members of the Committee are financially literate by virtue of their wide business experience.

Induction for new members

New members receive a comprehensive induction. As part of her induction, Hinda Gharbi met the Group Financial Controller, the heads of Group Internal Audit, Ethics & Integrity and Investor Relations, and the lead audit engagement partners in the UK and Australia.

Committee remit

The Committee’s objectives and responsibilities are set out in our terms of reference (see the Rio Tinto website). These follow the relevant best practice recommendations in Australia, the UK and the US.

Our main duties are:

Financial reporting – we review the key judgments needed to apply accounting standards and to prepare the Group’s financial statements. We also review the narrative reporting that goes with these, with the aim of maintaining integrity in the Group’s financial reporting. Finally, we monitor any exclusions made in deriving alternative (non-GAAP) performance measures such as underlying earnings.

External audit – we oversee the relationship with the external auditors and review all the non-audit services they provide, and the fees for these, to safeguard the auditors’ independence and objectivity. We also assess the effectiveness of the external audit and, when necessary, carry out a formal tender process to select new auditors.

Framework for internal control and risk management – we monitor the effectiveness of the Group’s internal controls, including those over financial reporting. We also oversee the Group’s risk management framework.

Group Internal Audit (GIA) – we oversee the work of GIA, and its head, who reports functionally to our Committee chairman.

Ethics and Integrity – we oversee the work of the Group’s Ethics & Integrity function.

Mineral Resources and Ore Reserves – we oversee the reporting and assurance of mineral resources, and consider the impact on financial reporting.

Distributable Reserves – we provide assurance to the Board that distributable reserves are sufficient, and in the correct corporate entities, to support any dividend proposals.

These duties feed into an annual work plan that ensures we consider issues on a timely basis. The Committee has authority to investigate any matters within its remit. We have the power to use any Group resources we may reasonably require, and we have direct access to the external auditors. We can also obtain independent professional advice at the Group’s expense, where we deem necessary. No such advice was required during 2020.

The Committee chairman reports to the Board after each meeting on the main items discussed, and the minutes of our meetings are circulated to the Board.

We had six Committee meetings in 2020. Attendance at these meetings is included in the table on page 127. The Committee has met twice to date in 2021.

The Chairman of the Board, the Chief Financial Officer, the Group Financial Controller and the heads of GIA, Ethics & Integrity and Risk regularly attend our meetings, as do the Group General Counsel and the Group Company Secretary. We invite other senior executives and subject-matter experts as needed.

The external auditors were present at all of the Committee meetings during the year. The auditors review all materials on accounting or tax matters in advance of each meeting, and their comments are included in the papers circulated to Committee members. The audit partners also meet with our Committee chairman ahead of each meeting to discuss key issues and raise any concerns.

The Committee meets regularly in private session. We also hold regular private discussions with the external auditors. Management do not attend these sessions. The Committee chairman also has regular contact and discussions with these stakeholders outside the formal meetings.

Use of Committee meeting time in 2020

Other focus areas in 2020

Financial reporting 40%

External audit 15%

Internal control and risk

management 15%

Internal audit 15%

Ethics and integrity 10%

Governance 5%

In addition to our scheduled workload, the Committee also considered:

  • – An annual review and benchmarking of Rio Tinto’s accounting policies and an overview of newly issued IFRS standards and interpretations

  • – A summary of the key financial measures relating to the Group’s pension plans and the factors affecting those figures

  • – Possible enhancements to the Group’s Long Term Viability Statement, and the scenario modelling that underpins it, based on the recommendation in the Brydon Report

  • – After a robust process, in early 2021 the Committee recommended to the Board that the draft 2020 Annual Report is, taken as a whole, fair, balanced and understandable.

We also reviewed the quality and effectiveness of the Group’s internal control and risk management systems in a joint session with the Sustainability Committee, which oversees a number of key corporate risks. This review included the effectiveness of the Group’s internal controls over financial reporting, and the Group’s disclosure controls and procedures in accordance with sections 404 and 302 of the US Sarbanes-Oxley Act 2002. The Committee also considered reports from GIA and KPMG on their work in reviewing and auditing the control environment.

Significant issues relating to the financial statements

There were six significant issues considered by the Committee in relation to the financial statements:

Matters considered

Review of carrying value of cash-generating units and impairment charges/reversals

Application of the policy for items excluded from underlying earnings

Estimate of provision for closure, restoration and environmental obligations

Climate changeThe Group’s tax exposuresLitigation

Conclusion

The Committee assessed management’s determination of cash-generating units, review of impairment triggers and consideration of potential impairment charges and reversals over the course of the year. For cash-generating units where impairment indicators were identified, the Committee considered the key judgments made by management in relation to discount rates and forecasted commodity prices. For cash-generating units with recent experience of impairments, the Committee discussed with management the conclusion supporting no further impairment trigger. Specifically with respect to Oyu Tolgoi the Committee received an update on the status of the mine design and the challenges relating to funding. The Committee reviewed disclosures related to impairment reviews in note 6 and the net impairment charges of $1.2 billion.

The Committee reviewed the Group’s policy for exclusion of certain items from underlying earnings and confirmed the consistent application of this policy year on year. The items excluded from underlying earnings comprised a net expense of $2.7 billion. A reconciliation of underlying earnings to net earnings is presented in note 2.

The Committee reviewed the significant changes in the estimated provision for closure, restoration and environmental obligations by product group and legacy management. The Committee received updates on closure studies completed in the period and discussed with management changes to the discount rate. At 31 December 2020, the Group’s balance sheet included provision for close-down, restoration and environmental obligations of $13.3 billion. The Committee was pleased to see the enhanced voluntary disclosure of closure provisions in note 25.

The Committee received an overview of the work management is undertaking in relation to climate change and the potential financial reporting implications thereof. The Committee reviewed the description of the internal price setting process described in note 1 and discussed with management the three strategic scenarios, the alignment with the Paris Agreement, and the connection between reserves and resources and accounting judgments.

The Committee considered management’s assessment of the Group’s tax exposures, including the recoverability of deferred tax assets which are uncertain due to the timing of expiry of tax loss carry-forwards in certain jurisdictions. The Committee received updates on the status of ongoing discussions with the Australian Tax Office relating to the transfer pricing of certain transactions with the Group’s commercial centre in Singapore and considered the appropriateness of provisions for uncertain tax positions.

The Committee considered any current or projected litigation and considered management’s assessment of any financial provisions or contingent liabilities. Provisions are regularly updated and compared with the track record of settled outcomes.

External auditors

Engagement of the external auditors

For the 2020 financial year, KPMG are serving their first year as our auditors. The UK entity of KPMG audits Rio Tinto plc, and the Australian entity audits Rio Tinto Limited. The UK audit engagement partner, Stephen Oxley, and the Australian partner, Trevor Hart, were appointed in 2020. Stephen Oxley has announced that he will be retiring from KPMG to take up an external position after the Rio Tinto 2020 audit and will hand over to his successor as the UK audit engagement partner before leaving the firm at the end of March 2021.

We agreed the scope of the auditors’ review of the half-year accounts, and of their audit of the full-year accounts taking into consideration the key risks and areas of material judgment for the Group. We also approved the fees for this work and the engagement letters for the auditors.

Safeguarding independence and objectivity, and maintaining effectiveness

In our relationship with the external auditor we need to ensure that they retain their independence and objectivity, and are effective in performing the statutory audit.

Use of the external auditors for non-audit services

The external auditors have significant knowledge of our business and of how we apply our accounting policies. That means it is sometimes cost-efficient for them to provide non-audit services. There may also be confidentiality reasons that make the external auditors the preferred choice for a particular task.

However, safeguarding the external auditors’ objectivity and independence is an overriding priority. For this reason, and in line with the FRC’s Ethical Standard, the Committee ensures that the external auditors do not perform any functions of management, undertake any work which they may later need to audit or rely upon in the audit, or serve in an advocacy role for the Group.

Audit Committee Report continued

We have a policy governing the use of the auditors to provide non-audit services. The cap on the total fees that may be paid to the external auditors for non-audit services in any given year is 70% of the average of the audit fees for the preceding three years. This is in line with the FRC’s Ethical Standard. Non-audit assignments fall into two broad categories: – Audit, audit-related or other ‘pre-approved’ services where we believe there is no threat to auditors’ independence and objectivity, other than through the fees payable.

Other services approved under delegated authority.

We apply different approval regimes to these areas of work. Approval of ‘pre-approved’ services is as follows:

  • – Up to $50,000 – subject to prior notification to management, this work can be awarded.

  • – From $50,001 to $100,000 – requires the Chief Financial Officer’s approval.

  • – Over $100,000 and with a tender process – if the external auditors are successful in the tender, the appointment requires the Chief Financial Officer’s approval.

  • – From $100,001 to $250,000 without a tender process – requires the Chief Financial Officer’s approval.

  • – Over $250,000, without a tender process – requires the Committee’s or Committee chairman’s approval.

In each case, the nature of the assignment and the fees payable are reported to the Committee.

The Chief Financial Officer can approve other services up to the value of $50,000 and an aggregate value of no more than $100,000. Fees exceeding $100,000 in aggregate require approval from the Committee or the Committee chairman.

At the half-year and year-ends, the Chief Financial Officer and the external auditors report to the Committee on non-audit services performed and the fees payable. Individual services are also reported to the Committee at each meeting that have either been approved since the previous meeting, or that require approval for commencement following the meeting.

All of the non-audit services provided by KPMG in 2020 were either within the predetermined approval levels or approved by the Committee. We are satisfied that the provision of non-audit services by KPMG in accordance with this procedure is compatible with the general standard of independence for auditors and the other requirements of the relevant Australian, UK and US regulations.

Fees for audit and non-audit services

The amounts payable to the external auditors, in each of the past two years were:

Audit fees

Non-audit service fees:

Assurance services

2.2

2.7

Taxation services

0.0

0.1

All other fees

0.1

0.0

Total non-audit service fees

2.3

2.8

Non-audit: audit fees (in-year)

13%

17%

For further analysis of these fees, please see note 38.

2020

2019

$m

$m

17.3

16.4

None of the individual non-audit assignments was significant, either in terms of the work done or the fees payable. We have reviewed the non-audit work in aggregate. We are satisfied that neither the work done, nor the fees payable, compromised the independence or objectivity of KPMG as our external auditors.

Independence of the external auditors

KPMG are required to provide a declaration to the directors in relation to their compliance with the independence requirements of the Australian Corporations Act 2001 and the professional code of conduct for external auditors. A copy of this is on page 311.

No person who served as an officer of Rio Tinto during 2020 was a director or partner of KPMG at a time when they conducted an audit of the Group.

Effectiveness of the external auditors

We review the effectiveness of the external auditors each year at our meeting in June. We consider the results of a survey containing questions on the auditors’ objectivity, quality and efficiency. The survey is completed by a range of operational and corporate executives across the business, and by Committee members. The review in June 2020 related to the outgoing auditors, PwC, and the overall rating was positive.

The effectiveness of KPMG will be reviewed in June 2021.

In addition in 2020 the outgoing auditors PwC provided additional feedback to the Committee on the operation of financial processes and the internal control framework within the company, based on recent years’ audit experience.

Appointment of the auditors

The Committee has reviewed the independence, objectivity and effectiveness of KPMG as external auditors in 2020 and in the year to date. We have recommended to the Board that KPMG should be retained in this role for 2021, which the Board supports.

KPMG have indicated that they are willing to continue as auditors of Rio Tinto. A resolution to reappoint them as auditors of Rio Tinto plc will therefore be proposed as a joint resolution at the 2021 AGMs, together with a separate resolution seeking authority for the Committee to determine the external auditors’ remuneration.

Subject to the approval of the above resolution, KPMG will continue in office as auditors of Rio Tinto Limited.

Risk management and internal controls

We review Rio Tinto’s internal control systems and the risk management framework. We also monitor risks falling within our remit, especially those relating to the integrity of financial reporting. A summary of the business’s internal control and risk management systems, and of the principal risks and uncertainties we face, is in the Strategic Report on pages 92-95.

Importantly, responsibility for operating and maintaining the internal control environment and risk management systems sits at asset level. Leaders of our businesses and functions are required to confirm annually: that adequate internal controls are in place; that these are operating effectively and are designed to identify any failings and weaknesses that may exist; and that any required actions are taken promptly.

Two management committees, the Executive Committee and the Disclosure Committee, review reports on the Group’s control framework. The work they do satisfies the relevant requirements of the Code, the ASX Principles, the NYSE Standards and section 404 of the US Sarbanes-Oxley Act 2002.

The Audit Committee also regularly monitors our risk management and internal control systems (including internal financial controls). We aim to have appropriate policies, standards and procedures in place, and ensure that they operate effectively.

As part of considering the risk management framework, the Committee receives regular reports from the Group financial controller, the General Counsel and the Head of Tax on material developments in the legal, regulatory and fiscal landscape in which the Group operates.

The Board, supported by the Audit Committee, has completed its formal annual review of the effectiveness of our risk management and internal control systems. This review included consideration of our material financial, operational and compliance controls. The Board concluded that the Group has an effective system of risk management and internal control.

Internal control over financial reporting

The main features of our internal control and risk management systems in relation to financial reporting are explained on pages 189-190.

Internal audit programme structure

GIA provides independent and objective assurance of the adequacy and effectiveness of risk management and internal control systems. It also may recommend improvements.

While the head of GIA reports administratively to the Chief Financial Officer, appointment to, or removal from, this role requires the consent of the Audit Committee chairman. The head of GIA is accountable to the chairs of both the Audit and the Sustainability Committees, communicates regularly with both, and attends all regular committee meetings. Our GIA team therefore operates independently of management. Their mandate is set out in a written charter, approved by the Audit Committee. GIA uses a formal internal audit methodology, which is consistent with the Institute of Internal Auditors’ (IIA’s) internationally recognised standards.

When needed, the team brings in external partners to help achieve its goals. There is a clear policy to address any conflicts of interest, which complies with the IIA’s standards on independence. This policy identifies a list of services which need prior approval from the head of GIA.

Governance of the annual plan

Each year’s internal audit plan is approved by the Audit Committee and the Sustainability Committee. The plan is focused on higher-risk areas and any specific areas or processes chosen by the committees. It is also aligned with any risks identified by the external auditors. Both committees are given regular updates on progress, including any material findings, and can refine the plans as needed.

Effectiveness of the internal audit programme

The Audit Committee monitors the effectiveness of the GIA function throughout the year, with updates on performance at every meeting.

We are satisfied that the quality, experience and expertise of GIA is appropriate for the business and that GIA was objective and performed its role effectively. We also monitored management’s response to internal audits during the year. We are satisfied that improvements are being implemented promptly in response to internal audit findings, and believe that management supports the effective working of the internal audit function.

Ethics, integrity and the whistleblowing programme

The business has a long-established ethics programme, known as The Way We Work, supported by a business integrity standard and our whistleblowing programme. The business integrity standard requires employees, core contractors and associates acting for and on behalf of the company to not commit, authorise or be involved in bribery, corruption, fraud and other economic crimes. The whistleblowing programme enables employees, in confidence, to raise concerns about possible improprieties.

The head of Ethics & Integrity reported to the Committee on these matters during 2020. His reports covered a broad range of areas, including ethics, regulatory and compliance issues, and where applicable, any material breaches of The Way We Work, the business integrity standard, and our whistleblower programme.

Committee effectiveness

The Committee reviews its effectiveness annually. In 2020, this was accomplished through an internally facilitated evaluation of the Board and its committees.

The performance of the Audit Committee was highly rated, with no areas of concern raised and no significant changes recommended. In terms of improvements, it was agreed that the Committee’s programme should continue to develop to ensure an appropriate focus on risk management and risk appetite.

Climate change-related financial reporting

The Directors have considered the relevance of the risks of climate change and transition risks associated with achieving the goals of the Paris Agreement when preparing and signing off the company’s accounts. The Audit Committee reviews and approves all material accounting estimates and judgments relating to financial reporting, including those where climate issues are relevant.

Climate change risk is embedded in our central case commodity price forecasts which underpin our accounting judgments and are particularly important in respect to impairment testing and our assessment of mineral reserves and resources. The central case forecasts include carbon price assumptions that are derived from our three scenarios (Realpolitik 2.0, Society 3.0 and Technology 4.0). As only one of these scenarios is aligned with the goals of the Paris Agreement, our central case carbon prices are not consistent with the expectation of climate policies required to meet those goals. Currently, the pace of decarbonisation across the global economy is uncertain and existing climate policies in many countries are not aligned with stated ambitions. The narrative reporting on climate-related matters is consistent with the accounting assumptions and judgments made in this report.

Sustainability Committee Report

We must deliver strong performance, and do so

sustainably, while earning the trust of our employees

and contractors, partners and host communities –

and society at large.

The Sustainability Committee helps oversee the sustainable development of Rio Tinto through the three pillars of its sustainability framework: running a safe, responsible and profitable business; collaborating with stakeholders to build respectful partnerships and enable long-term benefits where we operate; and producing materials essential for human progress, contributing to some of the greatest challenges facing society.

As we look back across 2020, we are deeply sorry and ashamed of the incalculable loss and pain caused by the damage to the Juukan Gorge rock shelters. We did not live up to our values and standards and we must listen and learn from this incident. We are committed to ensuring such an incident never happens again and to rebuilding respectful partnerships with the Traditional Owners of the land on which we operate.

At our best, we come together as a company to navigate the most significant challenges successfully. During the COVID-19 pandemic the response of our teams and communities was outstanding. When the pandemic emerged, in early 2020, our management team and our many thousands of employees mobilised to keep our operations running, safely and reliably. We changed rosters, shifts and safety protocols – including instituting rapid testing at key airports in Western Australia – at times, in a matter of days. Our employees and their families received ongoing health and mental health support. We instituted strict protocols to keep vulnerable communities safe. And through it all, we kept our customers supplied with the high-quality products they have come to expect from Rio Tinto.

This year we also recorded our second straight year of zero fatalities, which is an important milestone in our nearly 150-year history. This Committee commends our thousands of employees and contractors who worked hard to achieve this shared goal. I am also pleased to report that the number of potentially fatal incidents and occupational health illnesses decreased, year over year, and the number of people injured on the job fell by nearly 12%.

While we are proud of the safety performance of our teams, we are also focused on continuous improvement. We continue to analyse and learn from actual and potential significant incidents to prevent them happening again, and our critical risk management (CRM) programme – in which frontline teams verify that fatality prevention controls are in place before starting work – continues to be a key focus in our efforts to prevent an incident or injury occurring. This year over one million verifications of controls were made.

We must deliver strong business performance and earn the trust of our people, the trust of our stakeholders and partners and the trust of society by helping to address global challenges. We are committed to building this trust and will dedicate the required time and resources to achieve this goal.

The destruction of the rock shelters at Juukan Gorge was, for me, profoundly affecting and shameful. I offer my heartfelt apologies to the Puutu Kunti Kurrama and Pinikura (PKKP) people as well as to the many others affected, including Traditional Owners and other Indigenous and First Nations people in Australia and globally. I join the Board, the management team and the employees of Rio Tinto in my dedicated commitment to ensure something like this does not happen again.

We are redoubling our efforts to better manage our relationships with our host communities around the world, and particularly with Traditional Owners in Australia. In November, the Chairman and I met with the board of the PKKP people as well as nine Traditional Owners groups on whose land we operate across the Pilbara, in Western Australia. We listened to the hurt and pain that had been caused by Juukan Gorge and where our partnership relationships needed to be improved. The Board and this Committee are both committed to continuing this dialogue so that the voice and guidance of the Traditional Owners is reflected in the actions we take to improve, and regain the trust we have lost.

Those actions have already begun. This Committee continues its oversight of the implementation of the recommendations made in the Board Review (available in its entirety on riotinto.com). These changes include modernising our agreements with Traditional Owners, increasing the responsibility of our operating units for our Communities and Social Performance (CSP) partnerships and engagement, and establishing a CSP Area of Expertise to support the product groups, and to deliver a more rigorous assurance of our standards across operations. We have also enhanced the controls and governance at our Pilbara iron ore business for the management of activities with potential to impact cultural heritage sites. You can read more about our actions on cultural heritage on pages 10-11.

Another important change needed, also identified in the Board Review, is culture. By and large, our employees tell us they enjoy their work and their workmates, and the result over the past few years has shown a consistently improving trend in many areas. However, the company would benefit from fostering more inclusivity – a culture that is more accepting of challenge and different perspectives from all levels, and importantly, one in which a wider range of voices is at the table, and heard. In this context, we have committed $50 million to develop the required skills and capabilities to increase Indigenous representation and leadership across our business in Australia. We are committed to doing more, and will continue to report on actions and progress.

With regard to other risks, this year, the Sustainability Committee studied control frameworks that govern risk management for major underground events, major slope geotechnical events and mine closure. We oversaw a review of risk management at joint venture operations not managed by Rio Tinto.

We also oversaw a review of our control framework for tailings dams and water storage and continued to monitor updates to the Rio Tinto standard and procedure for management of tailings and water storage facilities, as well as updates to the Global Industry Standard for Tailings Management, published in August by the Global Tailings Review.

Climate change remains a pressing global challenge, and Rio Tinto remains committed to being part of the transition to a low-carbon future. The Committee supports the Board in its strategic response to climate change and in monitoring the Group’s performance against our targets and aspirations. We oversee the work being done with our customers and suppliers, across the value chain, to manage emissions through innovative and focused partnerships.

Finally, as you will see on page 65, this year this Committee oversaw the selection of goals to focus our company’s contribution towards achieving the United Nations Sustainable Development Goals (SDGs). Our new approach will allow better understanding of how our business can have the most meaningful impact on the biggest challenges faced by society.

As we look to the future, the Sustainability Committee is committed to provide governance and oversight as Rio Tinto, its management team, employees, contractors and partners together make strides to strengthen the company’s sustainability performance, build trust with our people, our partners and stakeholders and build trust with society. As a result we look forward to making an even greater contribution to the health and strength of the countries and communities so many of us call home.

Megan Clark

Sustainability Committee chair

22 February 2021

Annual Report 2020 | riotinto.com 137

Sustainability Committee Report continued

Sustainability Committee members

*

Megan Clark (Chair)

Michael L’Estrange

David Constable*

Jennifer Nason

Hinda Gharbi

Simon Thompson

Simon Henry

Ngaire Woods

Sam Laidlaw

A member during 2020, stood down at the end of 2020.

Our key responsibilities

The purpose of the Sustainability Committee is to help the Board oversee the sustainable development of Rio Tinto as a business, as well as

Rio Tinto’s contribution to the sustainable development of the communities and countries in which we operate, and to global sustainable development.

The Committee does this by overseeing, on behalf of the Board, key areas of sustainable development: health and safety, environment (including climate change, and closure and legacy management) and asset security.

The Committee also oversees Rio Tinto’s relationships with communities and its social performance, including cultural heritage management and relationships with Traditional Owners, the economic and social development of the communities in which we operate, and sustainable development issues as they relate to suppliers and supply chains. In relation to these important areas we oversee company performance, monitor compliance with company responsibilities and commitments, and review the effectiveness of controls designed to manage the associated risks.

The Committee has the authority and ability to investigate all matters falling within its terms of reference. These terms of reference are published on the Rio Tinto website, and feature a full list of our responsibilities, which include:

Reviewing the Group’s relevant policies, and overseeing the management processes designed to ensure compliance with them.

  • – Monitoring management’s commitment to the behaviours required by those policies and standards.

  • – Assessing the Group’s health, safety, security, environment and Communities and Social Performance framework.

  • – Reviewing reports from management on fatalities and other serious incidents, considering recommendations for improvement, and receiving follow-up reports on their implementation.

  • – Making recommendations to the Board’s Remuneration Committee in relation to appropriate metrics for incentive plans for the executive team relating to safety and other applicable sustainable development matters, and the annual performance against those applicable metrics.

  • – Reviewing and approving the proposed annual plan for independent audit and assurance projects within our scope, and reviewing their outcomes and recommendations.

  • – Carrying out a formal review each year of the role and responsibilities of our Committee, its organisation and effectiveness, and its terms of reference.

Our year in review

We met six times in 2020, covering a wide range of activities, which are summarised below. In addition, we participated in six roundtables with civil society organisations and investors on sustainability issues. These meetings provided valuable feedback to Rio Tinto.

Health and safety

The Committee receives regular updates through the year in relation to the Group’s safety performance across a range of key indicators.

Recognising that we must continue to learn from both actual and potential significant incidents to prevent them happening again, in 2020 the Committee examined the circumstances leading to, and key learnings from, the following incidents:

  • – A potentially fatal incident involving two AutoHaulTM trucks in December 2019 at Yandicoogina, Western Australia;

  • – A potentially fatal underground rock fall in August at the Diavik diamond mine, in the Northwest Territories, Canada; and

  • – An incident in October at Richards Bay Minerals, South Africa, in which an employee suffered a permanent disabling injury.

Other work relating to health and safety undertaken by the Committee this year included:

  • – Receiving regular updates on the steps being undertaken to ensure Rio Tinto’s employees and contractors remained safe from COVID-19.

  • – Reviewing comparative safety performance data across peer companies.

  • – Receiving a report on Rio Tinto’s control framework in relation to underground hazards, including observed incident trends from the major hazard incident tracking programme, and the development of remote assurance capability for the control framework in light of the impacts from COVID-19.

  • – Receiving a report on Rio Tinto’s slope geotechnical hazard management and the Group’s governance and assurance framework for these risks.

Environment, including climate change

Our work supporting the Board on environmental and climate change issues has included the following:

Reviewing and approving the Group’s report ‘Our approach to climate change’, released in February 2020.

– Oversight of the review of our control framework for tailings dams and water storage, and receiving an update on the new Global Industry Standard for Tailings Management.

An update on the Group approach to environmental stewardship, risk-based improvement work and the underlying strategic plan thatconsiders the changing operating environment.

  • – Monitoring progress against our climate change targets, and related projects, partnerships, and physical resilience work.

  • – A briefing on a Process Safety Management incident involving a caustic spill at Yarwun Alumina Refinery, in Queensland, Australia.

Communities and Social Performance

The Committee approves annually the Group’s Communities and Social Performance plan and priorities, and receives annual updates of progress against the Group’s CSP targets.

Following the destruction of the rock shelters at Juukan Gorge in May 2020, the Committee has undertaken the following activities:

Monitored the work undertaken for the independent Board Review into the destruction of the rock shelters and oversaw the implementation of the recommendations of the Board Review.

– Oversaw a review of the controls in place within Rio Tinto Iron Ore for the management of activities with potential to impact cultural heritage sites.

Monitored the joint process to work together with the Puutu Kunti Kurrama and Pinikura People (PKKP) to repair, improve and grow the relationship.

CSP Area of Expertise within the Safety, Technical and Projects function. We have fully integrated responsibility for management of cultural heritage into our mining operations so that our product groups will have primary responsibility for our Communities and Social Performance partnerships and engagement. This means that our mine management in the Pilbara will now be responsible for the relationships with the relevant Traditional Owners. The Area of Expertise team will own the relevant CSP standards and procedures, including in relation to cultural heritage, to ensure our best practices are consistent globally. The Area of Expertise team will also provide the second line of assurance on CSP performance and risks and ensure we have the right people with the right skills in the right locations. In addition, our Internal Audit team will provide the third level of assurance in relation to our CSP performance and risks, reporting directly to the Committee.

The Committee also oversaw changes to the Group’s Communities and Social Performance function, and the establishment of the

The Committee is also receiving ongoing updates on a continuing qualitative review of major CSP risks across the Group.

We continued to provide oversight of the Group’s CSP strategy and performance.

The Committee has overseen a review of CSP metrics and targets and has reviewed the proposed approach for new targets to be adopted in 2021 and subsequently for 2022-26.

We supported the Board in its review of the Group’s 2019 modern slavery statement.

Some of the initiatives we have overseen in relation to human rights, and the work being done to contribute to our local communities, are set out in the Sustainability section on pages 72-74 and 78 of this report.

Closure and remediation

We oversaw a review of the Group’s closure strategy, the 2020 closure work plan and the control framework for the management of the risks associated with mine closure planning and implementation.

The Committee has also reviewed plans for the closure and rehabilitation of the Ranger uranium mine in Northern Territory, Australia, following the cessation of mining and processing activities in January 2021.

Security

The Committee’s oversight of security included receiving reports on the various security incidents affecting operations at Richards Bay Minerals between November 2019 and January 2020.

United Nations Sustainable Development Goals (SDGs)

This year we decided to focus our future contribution on two leading SDGs: responsible consumption and production, and decent work and economic growth. The continual update of our sustainability metrics and targets will help communicate our global support.

Governance, risk, assurance, executive incentives, and disclosure Each year, in a joint session with the Audit Committee, we review the Company’s risk management and internal controls systems to support the Board’s risk disclosures in the Annual Report.

We also review a selection of the Group’s key risks associated with health, safety, security, environment, and Communities and Social Performance.

In February, the Committee received a report on a review of the effectiveness of Rio Tinto’s operating model for the health, safety, environment and security functions implemented through 2018 and 2019. The review included internal stakeholder feedback from site management on the model’s implementation. Following further development and refinement of the operating model during 2020, the Committee received a further presentation in October on the updated model, implementation of which was completed in December.

The Committee sees transparency as an important part of

Rio Tinto’s approach to sustainability, and we encourage disclosure of sustainability-related information both proactively and in response to regulatory requirements.

We reviewed and approved an assessment of the Group’s most material sustainability topics to be reported on in the 2020 Annual Report and the Sustainability section of our website. This assessment combines feedback from internal leaders and subject matter experts, and considers stakeholder expectations as well as an analysis of the external environment.

Our other work included:

  • – Reviewing the impact of the COVID-19 pandemic for assurance across the Group’s technical risk areas due to the restrictions on travel and on the ability to do assurance on-site.

  • – The management of material risks at Rio Tinto’s non-managed joint venture sites.

  • – Receiving a report on assurance process for Major Hazards reviews across the Rio Tinto Group.

  • – Reviewing the 2019 Sustainability Report, the Sustainable development sections of the 2019 Annual Report, and Rio Tinto’s 2019 slavery and human trafficking statement.

  • – Reviewing the performance outcomes under the Group’s 2019 short term incentive plan in relation to safety, and the design for the 2020 safety targets.

  • – Reviewing the approach to short-term incentive ESG and safety targets for 2021.

  • – Receiving a report on the external assurance programme in relation to the Group’s external sustainability reporting, and in relation to the safety performance data supporting the safety performance outcomes under the short term incentive plan.

Reviewing the Committee’s scope and responsibilities as reflected in its terms of reference.

The Committee participated in a virtual site visit to the Oyu Tolgoi mine and development project in Mongolia, in which we reviewed our community engagement and partnerships.

In addition, the Committee conducted an evaluation of its processes and performance. Following this review, areas of focus going forward include increasing the number of meetings per year, managing the size of the Committee’s agenda to allow due consideration of key issues, and an increased focus on cultural heritage.

Use of Committee meeting time in 2020

Health and safety 32%

Environment, including

climate change 12%

Governance, assurance

and disclosure 25%

Communities and

Social Performance 24%

Closure and remediation 5%

Other (including

asset security) 2%

This illustration does not include time spent by the Committee on administrative items or attending site visits.

Our process

The Chief Executive; the Group Executive, Safety, Technical & Projects; the Chief Legal, Governance & Ethics Officer; the Head of Risk; and the Global Head of Health, Safety, Environment and Security all regularly attend our meetings.

The Committee chair reports to the Board after each meeting, and our minutes are tabled before the Board. All directors have access to the Committee’s papers.

Our sustainable development strategy and performance are described in detail on pages 62-91 of this report as well as in our climate change report, which can be found on our website.

Annual Statement by the Remuneration Committee Chairman

The Committee’s overarching purpose is to

ensure the remuneration structure and policies

reward fairly and responsibly.

In accordance with the triennial policy cycle, we will be submitting our Remuneration Policy (the new Policy) to shareholders for their approval at our 2021 AGMs.

Changes to our Remuneration Policy (the current Policy) are summarised at the end of this statement on page 144. The full Remuneration Policy can be found on pages 152-158.

On behalf of the Board, I am pleased to introduce our 2020 directors’ Remuneration Report.

I would like to begin by acknowledging the challenging year we have faced. We deeply regret the events at Juukan Gorge and have unreservedly apologised to the Puutu Kunti Kurrama and Pinikura (PKKP) people.

The destruction of the rock shelters should not have happened, and we are absolutely committed to listening, learning and changing.

We have also dealt with the impacts of the COVID-19 pandemic. In the face of these unprecedented challenges, I am proud of how our employees responded and remained focused on delivering strong operational performance, and above all, keeping each other safe.

One of the key focus areas for the Committee during 2020 hasbeen a detailed review of our Remuneration Policy ahead of it being submitted for shareholder approval at our 2021 AGMs. At this stage we are not proposing significant change, as the Committee believes the current Policy has served our stakeholders well, a view supported throughout my shareholder consultations over the last 12 months. The Committee’s overarching purpose remains ensuring our remuneration structure and policies reward fairly and responsibly with a clear link to corporate and individual performance, aligning our remuneration outcomes with the delivery of long-term value.

Remuneration Committee members

Sam Laidlaw (Chairman)

Jennifer Nason

Megan Clark

Simon Thompson

Simon McKeon

Ngaire Woods

Annual Statement by Remuneration Committee Chairman

Juukan Gorge

This year was one of the most challenging in Rio Tinto’s history. The destruction of the Juukan Gorge rock shelters on the land of the PKKP people in Australia should not have happened and it does not reflect our values as a company.

Following the events that occurred at the Juukan Gorge, the Board conducted a review of our cultural heritage management processes, procedures, reporting and governance. The Board’s Review published on 24 August 2020 concluded that no single act of commission was responsible for the tragic events that occurred, rather it was the result of a series of systemic failures in the heritage management system over a considerable number of years. The Board concluded that the Chief Executive, Chief Executive Iron Ore and Group Executive Corporate Relations were however ultimately responsible for implementing fit for purpose management systems and would not therefore receive any 2020 short-term bonus. In addition, for the Chief Executive, a further reduction of £1 million would be applied to the vesting of his 2016 long term incentive plan (LTIP) award.

Following the publication of the Board Review on 24 August 2020, the Board engaged extensively with shareholders, Traditional Owners, Indigenous Leaders and other stakeholders. Despite general support for the changes recommended in the Board Review, it became clear that a number of stakeholders felt that the proposed financial penalties, per se, were insufficient and that to rebuild relationships with the Traditional Owners and other Australian stakeholders, changes of leadership were required to move the company forward. At the conclusion of this intense period of engagement, the Board unanimously concluded that the positions of the three executives had become untenable and initiated discussions to agree mutual separation terms, with executives treated as eligible leavers under the terms of their employment contracts and the LTIP plan rules.

In making the eligible leaver determination the Board fully recognised the gravity of the destruction at Juukan Gorge but was mindful that the three executives did not deliberately cause the events to happen, they did not do anything unlawful, nor did they engage in fraudulent or dishonest behaviour or wilfully neglect their duties. Without diminishing the significance of what occurred it was necessary to balance the findings of the Board Review, the malus adjustments that had been applied and the loss of employment for the three individuals, against the considerable achievements of those executives over many years, in making the final determination on their separation terms. In this context, the loss of employment was considered the greater sanction.

The full details of the separation terms for each executive which are in accordance with the Policy and their contractual terms are included on pages 169 and 174.

Remuneration Policy

We undertook a thorough review of our current Policy in 2020 as part of which we revisited the merits of restricted stock. We remain of the view that for a long-term cyclical business such as ours restricted stock has some logic. However it was very clear from our discussions with shareholders across different geographies that a significant proportion still prefer a performance tested long-term programme. We are therefore not proposing significant changes to the structure of the current Policy at this time.

Overall, the current Policy has served us well but the Committee felt there was scope for simplification and opportunity to align certain aspects more closely to shareholder and broader stakeholder expectations. Key aspects reviewed in detail included the overall quantum and the individual components of the remuneration package in terms of market positioning, the pay mix, executive pensions in the context of the provisions applicable to the broader workforce, and the performance metrics underpinning the short term incentive plan (STIP) and LTIP. As a result, we are proposing some changes which are outlined on pages 144-145 which includes an extension of our malus and clawback provisions to cover events that have a material impact on our social licence to operate.

On appointment as Chief Executive, Jakob Stausholm’s pension benefit has been set at 14% of salary, which is in line with our new Policy to provide retirement benefits consistent with other employees in the Group. Previously, the maximum pension contribution for new appointments was 25% of salary. The weighted average contribution rate for UK and Australian based employees is around 14%. All members of the Executive Committee will be aligned to this level from 2021, except for the Chief Operating Officer who will retain the previous contribution level until his retirement in 2022. The target STIP of the Chief Executive is also being reduced from 120% of base salary to 100% of base salary with the removal of the previous 1.2 multiplier.

A key change proposed to our current Policy is to allocate half of the individual component of STIP (15%) to specific Environmental, Social and Governance (ESG) metrics. These will represent a bundle of targets related to our climate change initiatives comprising annual milestones towards the achievement of our 2030 targets, diversity and inclusion to reflect the communities in which we operate, and governance of our cultural heritage management and other risk-related areas. This proposed change was widely supported in our shareholder consultations this year. It was also clear from the feedback that shareholders want to see meaningful, transparent, quantifiable targets which tie to the broader strategy across the ESG dimensions whilst recognising that there are no easy solutions that readily tick all these boxes. Whilst the Committee is fully committed to setting ESG targets that meet most, if not all, of the above criteria, this will be an aspect that we expect to evolve over time. Our 2021 approach to ESG is set out on page 145.

While our policy review has confirmed the appropriateness of our current approach, we will continue to monitor the executive pay debate, as our shareholders would expect. We remain keen to explore any alternate arrangements that simplify remuneration, drive a balanced focus on the short and long-term, align outcomes with Group performance, drive the right behaviours, limit the potential for excessive outcomes, and deliver our objective to attract, retain and appropriately reward talented executives and will continue to engage with shareholders on this subject.

Chief Executive succession

The Committee’s work this year was also focused on the remuneration implications of our Chief Executive’s succession. Jakob Stausholm was appointed Chief Executive effective 1 January 2021. The terms of his appointment announced in December 2020 reflected the rules of our incentive arrangements and the new Policy that is being put to shareholders at the 2021 AGMs. Fixed pay on appointment was set at £1.311 million per annum, inclusive of base salary of £1.15 million per annum and a pension contribution of 14% base salary. This level of fixed pay will be a reduction of more than 10% from Jean- Sébastien Jacques’ fixed pay of £1.467 million per annum. Further information in respect of Jakob Stausholm’s remuneration is provided on page 169.

New executive appointments

The executives appointed into new roles on the Executive Committee set out on pages 118-119 have all been appointed on terms aligned with the new Policy set out in this Report.

COVID-19

Like all organisations, Rio Tinto was faced with navigating the COVID-19 pandemic. We could not have foreseen the challenges that would arise in 2020, but we continued to perform well and deliver to plan. Our executive team managed a rapid and effective response to COVID-19, without needing to furlough any employees without pay, seeking any government assistance, or cancelling dividends. We were fortunate to remain operating as an essential industry and continued to make a valuable contribution to the communities and economies in which we operate.

Thanks to the collective hard work of the entire organisation, we remained focused on our core priorities – the health and safety of our people and communities, the safe running of our operations to serve our customers, the focus on keeping our business and profits strong, maintaining positive partnerships with communities and governments, and above all, staying resilient.

Annual Statement by the Remuneration Committee Chairman continued

During 2020 we have seen outstanding examples of collaboration, speed and agility as our employees came together to tackle the complex issues of COVID-19 and overcome these hurdles to keep our operations running safely. We now look to the future to use the challenges presented by COVID-19 as an opportunity to strengthen our company and our position in the market even further.

2020 remuneration outcomes in the context of broader business performance

Short term incentive plan

Financial performance

In our At a glance section on page 146, and on page 163, we retrospectively disclose the financial STIP targets set by the Board for 2020.

To remind you, in considering financial performance against the annual plan, we measure half against the original plan; the other half is “flexed” to exclude the impact of fluctuations in exchange rates, and quoted metal and other prices during the year, which are outside management’s control. We have used this approach consistently since 2005 for measuring our earnings performance, and have flexed the cash flow outcomes since the introduction of this measure in the STIP in 2009. When commodity prices rise, or there are favourable exchange rate variations, we protect shareholders by ensuring that 50% of the STIP opportunity (as relates to financial performance) is denied the benefit of that rise. When the reverse happens, and commodity prices fall or there are negative exchange rate variations, that STIP opportunity is safeguarded (as to 50%) against the fall. Our view is that this approach maintains appropriate incentive for executives, even in times of significant market volatility.

Notwithstanding the unprecedented challenges posed by the pandemic, the Group’s overall financial performance was very strong, substantially aided by a favourable pricing environment for key commodities. On a flexed basis, earnings were just below and cash flow results were above target, while on an unflexed basis both earnings and cash flow results exceeded the outstanding range. Together, the outcomes resulted in an unadjusted Group performance against the financial targets of 77% of maximum. As in prior years the Committee considered whether any adjustments were warranted to ensure the outcome was a fair reflection of underlying performance. The Committee noted the COVID-19 related expenditure incurred in ensuring our operations continued to run safely which reduced the Group result by 2% but determined not to make any related adjustments or any other adjustments, recognising the impact of the pandemic on business and society globally.

Safety performance

In 2020 Rio Tinto achieved its second successive fatality free year. This achievement has been accomplished through leadership commitment to safety, implementation of critical risk management across our operations, increased sharing and analysis of incidents that have the potential to result in a fatality, and the continued implementation of the safety maturity model with its focus on leadership and coaching. Overall, the combined performance against our safety measures meant that the Group’s STIP safety result was above target at 74% of maximum and the STIP safety results for all executives were above target.

2020 STIP awards

The 2020 STIP award for Jakob Stausholm is 71.3% of maximum. This includes a personal performance score of 60%, which balances strong leadership and contribution during the year with the events that occurred in 2020. As a result of the malus adjustment, Jean-Sébastien Jacques will not receive a 2020 STIP award.

Long term incentive plan

The estimated vesting for the 2016 award, combining the two TSR and EBIT margin portions, is 66.7% of maximum. In the context of the Group’s overall performance during the five-year performance period and the shareholder experience over that timeframe, the Committee concluded that the vesting of awards was justified. Given Rio Tinto’s strong share price performance since the grant of this award, 47% of the estimated vesting value relates to share price appreciation.

The portion of the award relating to TSR vested on 18 February 2021. The Committee will make a final determination of the relative improvement in the EBIT margin measure when the final EBIT margin performance of the comparator group companies becomes available in May 2021. If applicable, this portion of the award will vest on 31 May 2021.

Notwithstanding the substantial malus adjustment applied to Jean-Sébastien Jacques which includes a £1 million reduction to his 2016 LTIP vesting, his 2020 single total figure of remuneration is higher than 2019. This is due to the significant share price appreciation since grant of the 2016 LTIP and it being the first award he received in his capacity as Chief Executive. No LTIP award is due to vest for Jakob Stausholm who received his first award in 2018.

Pay in the broader context

Each year, the Board looks forward to engaging with our employees all over the world. Over the last several years, the Board has held events with employees across each of our major geographies, complemented by smaller town halls in more remote operating locations to ensure there remains widespread engagement. Much has changed over the past year, but as we respect travel restrictions, physical distancing and other safety measures, the Board’s enthusiasm to engage with employees remains as strong as ever. The COVID-19 pandemic has challenged all of us to think and do things differently. The Board has adapted its style of engagement to virtual discussions across a broad range of topics including pay.

The Committee remains cognisant of executive pay in the broader context of a post COVID-19 world, ensuring the new Policy reflects the desired attributes of fairness, transparency, simplicity, proportionality, and alignment to broader organisational culture.

The CEO pay ratio of 81:1 is primarily driven by the LTIP vesting which ties closely to the shareholder experience over the relevant period which saw TSR increase by 210%.

Fairness and genuine care for the health and wellbeing of employees are key pillars of our approach to reward and benefits across the Group. These have underpinned the Group-wide response to the pandemic and continue to guide us. Pages 148-149 provide more insight into our approach to reward applicable to the broader employee population.

Our focus on pay equity is evident in our gender pay metrics on which we continue to make progress. Pay equity is a key pillar of our annual remuneration approach. The gender diversity in senior management roles also remains a key aspect of our broad agenda on diversity and inclusion. Further details of both equal pay and the gender pay gap, together with a wider discussion on diversity and inclusion, are provided in the Sustainability Report on pages 75-76.

As always, I welcome shareholder feedback and comments on the 2020 Remuneration Report.

Yours sincerely

Remuneration Committee Chairman

22 February 2021

Annual Statement by the Remuneration Committee Chairman

Frequently asked questions

How does the new Policy ensure remuneration has a strong link to performance?

Outstanding business and individual performance are required to achieve the maximum level of remuneration. This comprises:

– outstanding performance against financial, health and safety, and individual STIP measures; and

TSR outperformance against both the EMIX Global Mining and MSCI World indices, currently 6% per annum over five years.

The Committee believes that if these levels of performance are achieved, shareholders will benefit over time from superior returns.

How does the new Policy safeguard against reward for failure?

The Committee retains discretion in relation to all incentive outcomes and can therefore adjust payouts to ensure alignment to performance and shareholder experience.

Are overall pay levelsappropriate?

What changes have you made to incentive metrics?

The key change for 2021 has been the introduction of ESG measures into the STIP. These targets are related to our climate change initiatives towards the achievement of our 2030 targets, diversity and inclusion to reflect our external partnerships and the communities in which we operate, and governance of our cultural heritage management and other risk-related areas.

When considered alongside the existing STIP and LTIP measures, the Committee remains satisfied that the measures are closely aligned with our strategy and meet the criteria of simplicity and fairness.

In future years, the focus of the measures may need to be adapted to ensure they continue to support long-term value creation. The new Policy therefore enables the Committee to vary metrics for future awards. We would undertake appropriate consultation with our major shareholders prior to making any material changes in our approach.

Incentive awards are also subject to a broad malus, clawback, and suspension policy that provides the Committee with the ability to ensure that there is no payment for failure. We have further expanded this in our new Policy to cover events that materially impact our social licence to operate.

How did you arrive at a 14% pension contribution level for executives?

The 14% pension contribution rate is reflective of the average contribution rate received by our UK and Australian employees.

How will you ensure that the ESG measures are appropriate?

The Board is clear on ESG factors that are material to the creation of shareholder value – climate change, cultural heritage and diversity and inclusion. We have identified measures for each of these, but acknowledge that as we undertake this journey, they are likely to be refined and improved with experience and adjustments to strategy, as we do with all incentive measures.

What penalties were applied to executives for the Juukan Gorge event?

As a consequence of the event, the Chief Executive, Chief Executive Iron Ore and Group Executive Corporate Relations left the company. In addition, the entire 2020 STIP was forfeited by the three executives. The Chief Executive also had a malus adjustment of £1 million applied to his 2016 LTIP.

The Committee is mindful of setting pay at an appropriate level and continues to be thoughtful in its approach to pay.

The company operates in a highly competitive and global talent market, and we need to set pay at a level which enables the company to attract and retain high quality people who are capable of managing and growing the business. This is essential to generate superior returns for our shareholders.

We remain committed to aligning pay with performance. Remuneration levels towards the upper-end of the payout scale are only delivered when justified by outstanding performance. The Committee pays close attention to pay practices in the wider Group, to ensure fairness and consistency in decision making. The Committee also retains the discretion to vary incentive outcomes (including negative adjustments) where they do not fairly reflect performance.

Overall, the Committee remains comfortable that a fair balance has been struck between pay and performance.

Remuneration at a Glance

Summary of remuneration changes for 2021

Our current Policy was approved by shareholders at our 2018 AGMs and is binding for executive directors.

Overall, the current Policy has served us well and we are not proposing changes to the underlying architecture of the Policy. However, we have taken the opportunity to simplify and align certain aspects more closely to the evolving governance and socio-economic landscape, as well as investor and broader stakeholder expectations. The key changes to the new Policy and its implementation for executive directors are summarised in the table below. For the full detail of the new Policy see pages 152-158.

Element

2018 Policy

Rio Tinto may choose to offer: Participation in a pension plan, superannuation fund or cash payments in lieu of pension contributions. For appointments made from 1 June 2018, the maximum level of company contribution to an executive director’s scheme annually is 25% of base salary.

Executive directors will be required to retain their minimum shareholding (or their holding on termination, if lower) for two years after leaving the Group.

  • Base salaries are reviewed annually by the Committee.

  • Any increase is normally aligned with the wider workforce.

  • Maximum individual increase of 9%, or inflation if higher, per annum.

Executive directors are eligible to receive benefits which may include healthcare, allowance for professional tax services, company car or car allowance, and international relocation allowance and benefits.

  • At least 50% of the measures will relate to financial performance and a significant component will relate to safety performance.

  • 25% of maximum is awarded for threshold performance; 50% for target; and 100% for outstanding. Between threshold and target, and between target and outstanding, the award is pro-rated on a straight line basis. The percentage award is multiplied by 1.2 subject to the 200% cap although this was not applied to Jakob Stausholm on appointment to Chief Financial Officer.

  • The Committee retains the right to exercise discretion, both upwards and downwards, to ensure that the level of award payable is appropriate.

  • 50% of the STIP is delivered in shares that are deferred for three years as a BDA with the remainder of the STIP delivered in cash with no deferral.

  • Maximum opportunity is capped at 200% of salary for each executive.

  • Malus, clawback and suspension provisions apply to the STIP and BDA.

Annual awards are made under the LTIP. Performance is measured against total shareholder return (TSR) relative to the EMIX Global Mining Index (50%) and to the MSCI World Index (50%).

  • Awards have a maximum face value of 438% of base salary (excluding dividend equivalents).

  • The awards have an expected value of approximately 50% of face value.

  • The maximum threshold value is 98.6% of base salary (being 438% x 22.5%).

  • How performance is generated is as important as what level of performance is delivered. Before vesting, the Committee will satisfy itself that relative TSR is an appropriate measure of the underlying performance of the business, and may adjust vesting accordingly.

  • Malus, clawback and suspension provisions apply.

Other Executive Committee members

Proposed changesfor 2021

Maximum individual base salary increase to be 5% plus CPI per annum.

Jakob Stausholm’s salary has been set at £1.15 million.

Pension benefit reduced to 14% of base salary for new appointments to align more closely with the broader employee population. Applies to Jakob Stausholm from 1 January 2021.

Company car or car allowance to be removed for new appointments. Removed for Jakob Stausholm from 1 January 2021.

  • Removal of 1.2 multiplier on STIP.

  • Introduction of an ESG component with a 15% weighting.

  • Extended the malus and clawback provisions to include material impacts on our social licence to operate.

  • Reduce the payment at threshold to zero and balance the range between threshold and outstanding, removing the cliff edge effect of the current Policy.

  • Maximum LTIP award to be reduced to 400% (excluding dividend equivalents).

  • Extended the malus and clawback provisions to include material impacts on our social licence to operate.

  • TSR to remain a key performance metric.

  • Other performance conditions may be incorporated in alignment with the company’s strategic objectives.

The Remuneration Policy is broadly applied to other members of the Executive Committee who are not directors. Potential variations in implementation may include lower shareholding requirements and STIP deferrals.

Incorporation of ESG into the Remuneration Policy

The social and environmental challenges facing the world and our business, together with investor and broader societal expectations and the events at Juukan Gorge, have highlighted the need for Rio Tinto to fully integrate environmental, social and governance (‘ESG’) performance management into the way we operate across our business.

A key enabler for success is a clear focus on the objectives that directly drive performance across each pillar and we believe that by linking pay outcomes to the achievement of these objectives this focus will be further strengthened. In addition to safety, which makes up 20% of the STIP, from 2021 15% of the STIP will be focused on specific E, S and G objectives. Set out below is the rationale for this change and the broader context within which the 2021 targets (see pages 172-173) have been set.

Environment

Climate change is one of the key long-term environmental challenges facing us as well as a source of potential opportunities. We must and want to be part of the solution. The targets set are driven from our roadmap to execute against our climate change ambitions. As we are neither able to control nor accurately measure scope 3 emissions, our strategy remains to impact positive change in this area through partnerships focused on the decarbonisation of the value chain.

In support of the four pillars of our climate change strategy, our focus is on three key dimensions:

  • – Strengthen our overall strategic approach to climate change including developing a carbon offset strategy and review of design standards for new projects.

  • – Progress on our emissions and abatement projects.

  • – Progress on our partnerships strategy across our value chain to ensure alignment with our climate change ambition.

Please refer to “Our Approach to Climate Change 2020” for more detail.

We will focus our 2021 ‘E’ component on progressing our emissions and abatement projects and partnerships.

Social

The need for us to be reflective and representative of the communities in which we operate has never been more important. Alongside this, it is imperative that the work environment is one where everyone feels included, respected and heard.

Our aspiration is to have an environment where all aspects and dimensions of diversity are represented and celebrated but we need to focus our efforts to have an impact. Local and indigenous employment is a key priority in each of the countries in which we operate and we continue to have local targets and investment. The nationality diversity of our leadership teams will also become a greater priority.

We will continue to measure how we evolve our culture and improve inclusion through multiple channels, including our regular people survey. In addition, we are finding meaningful ways of measuring how the communities in which we operate, our customers and broader stakeholders see us to provide another lens on culture and organisational health.

We will focus the 2021 ‘S’ component on improving the representation of women. This is a visible diversity that represents half of the population and is currently significantly underrepresented. Increasing female representation will help create an environment that is better prepared to welcome all other forms of diversity.

Governance

Following publication of the Board Review on Cultural Heritage Management, we developed an action plan (the Trusted Partnership Program – TPP) to address the specific findings and implement the recommendations of the Board Review. The actions map across a number of topic areas and groupings. Although the TPP seeks to address specifically the learnings from Juukan Gorge, with a clear and important focus on Australia, it is part of a Group-wide focus on rebuilding trust and strengthening our communities, partnerships and heritage function and engagement across all of our operations.

For 2021, we will measure under the ‘G’ component progress made on a Group level in the social performance function, on assurance and organisation alignment.

Annual Report 2020 | riotinto.com 145

Remuneration at a Glance continued

Executive director remuneration (£’000)

The charts below set out the maximum and actual executive remuneration, as calculated under the UK regulations. As explained on page 150, there are differences in both reporting and methodology for measuring remuneration under the Australian regulations.

Chief Executive Jean-Sébastien Jacques

2020 Actual remuneration (percentage of maximum)

Fixed

STIP

LTIP

Chief Financial Officer Jakob Stausholm

2020 Actual remuneration (percentage of maximum)

1. Chief Financial Officer

Safety performance is measured in three areas:

Binary fatality measure 100%

All injury frequency rate (AIFR) 50%

Implementation of safety maturity model (SMM) 60%

For 2020, the total assessment for the Group’s safety performance was above target, at 74% of maximum. In 2020 there were zero fatalities across the Group, which meant that performance against the binary fatality measure was therefore maximum. AIFR performance was at target and SMM was just above target.

Financial performance

Two measures are used to assess financial performance, with both unflexed and flexed targets (adjusted for commodity prices) for each measure. We also adjust for exceptional and non-controllable items. An item is considered exceptional or non-controllable when it is not included in the target which is set at the start of the financial year. Overall, the Group financial STIP outcome was 77% of maximum. Actual performance against threshold, target, and outstanding performance for each measure is set out in the charts below:

Underlying earnings target range (threshold to outstanding) – US$

6.6bn

10.2bn

FixedSTIP

STIP free cash flow target range (threshold to outstanding) – US$

5.5bn

10.8bn

This section sets out key elements of our performance and remuneration outcomes for 2020.

LTIP

Performance is measured against TSR relative to the EMIX Global Mining Index (33.3%) and to the MSCI World Index (33.3%). In addition, for PSAs granted from 2013 to 2017, there was an additional performance condition of improvement in EBIT margin relative to global mining comparators (33.3%).

Rio Tinto outperformed against the EMIX Global Mining Index and the MSCI World Index, resulting in a vesting of 66.7% under these two components, out of a maximum of 66.7%.

Total shareholder return

Jean-Sébastien Jacques meets his share ownership target and will be required to maintain shares to a value equivalent to his minimum requirement for two years from his termination date. In his prior role as Chief Financial Officer, Jakob Stausholm was on target to reach his share ownership requirement within five years of appointment as an executive director. On appointment to Chief Executive, his minimum holding requirement increased to 4x base salary. Consistent with our Policy, he will be given one additional year to meet his higher new requirement.

Jean-Sébastien Jacques

Appointed July 2016

2020

Jakob Stausholm

Appointed September 2018

250

x gross base salary 8.2x

x gross base salary

200

150

100

50

2015

2016

2017

2018

2019

2020

Rio TintoEMIX Global MiningMSCI World

The estimated performance against the EBIT margin measure is that Rio Tinto is ranked sixth against a comparator group of 11, which would result in a vesting of nil out of a maximum 33.3% for this measure. The estimated performance will be recalculated following the actual EBIT margin outcome in May 2021.

Remuneration at a Glance continued

How is the Policy applied to the wider employee population?

The remuneration standard applied to the wider employee population is inspired by and consistent with the Policy applicable to the executives. This allows the total reward offering to employees to be competitive and strongly linked to performance whilst maintaining alignment with the company culture.

Fairness

Facilitating the achievement of equal pay for equivalent roles, contribution and performance. Pay equity is closely scrutinised and monitored through different lenses:

– In-depth pay equity analysis in the remuneration review process feeds into managing pay gaps from multiple perspectives including gender (see page 75).

– Minimum global standards apply (e.g. parental leave and life assurance) that ensure the foundations of our total reward offerings align to our values and support our employee value proposition irrespective of local market practices.

Ownership

  • – Promoting material participation in our global employee share plan (myShare) to create employee ownership and alignment with shareholders.

  • – As at 31 December 2020, approximately 22,000 of our employees across more than 30 countries were shareholders in the company.

  • – Employees invest approximately US$14 million in Rio Tinto shares every quarter through myShare.

Consistency

  • – Consistency in implementation of the Policy allows for more uniform approaches to remuneration across the Group, enabling a more consistent employee experience and enhancing transparency.

  • – A good example is the incentive plans applicable to executives that are cascaded to the broader employee population.

Wellbeing

  • – Leading benefits programmes, focused on holistic and integrated support for physical, mental and financial wellbeing.

  • – Flexible benefits that can be tailored to suit different needs and life stages, including employee assistance, minimum insurance standards for life, accident and disability, medical plans and virtual care, health screening and prevention and subsidised health and wellbeing services.

  • – Understanding life is about more than work, we offer family-friendly leave provisions and are proud to have established global family and domestic violence support.

Security – Reward principles that protect employee purchasing power globally.

– Payroll governance that promotes accurate and timely payment of remuneration. – Balance between fixed and variable pay at all levels.

c.1% Gender pay gap in favour of womenc.2% Equal pay gap in favour of men

22,000 employee shareholders

Timely and accurate

Inflation focused

Competitive pay and

payroll

annual reviews

benefits

Application to wider employee population

The application of the Policy to the broader employee population can be further illustrated as below.

Remuneration arrangements

Performance-related (At risk)

Short term incentive plan

A significant number of our employees have a short term incentive based on a similar structure to executives with three components of financial, safety and personal. The maximum opportunity varies by employee grade and performance metrics are weighted more towards individual performance at lower grades. The incentive plans available to other employees are based on structures more applicable to their particular business unit.

Bonus deferral

Bonus deferral is applied only to our most senior management population with the STIP for the broader employee population being paid fully in cash.

Remuneration arrangements

Fixed

Base salary

  • – The base salary approach and review process for employees is consistent with that applied to executives.

  • – Focus on maintaining purchasing power, equity and market competitiveness.

Pension or superannuation

  • – Retirement benefits available to employees are market competitive.

  • – The reduction in the pension benefit for our executives provides increased alignment with the broader employee population.

Other benefits – Our employee benefit offerings are broadly aligned with those offered to executives in similar locations supporting the focus on wellbeing and market competitiveness.

Long term incentive plan (LTIP)

  • – The senior management population participates in the LTIP.

  • – Performance share awards are granted at senior levels, based on the same performance criteria as executives.

  • – A restricted share award is operated for roles below the Executive Committee.

Shareholding guidelines

Shareholding requirements apply to the senior management population at lower multiples of base salary than those applied to executives.

Remuneration at a Glance continued

About our reporting

As our shares are listed on both the Australian and London Stock Exchanges, the information provided within our Remuneration Report must comply with the reporting requirements of both countries.

Our regulatory responsibilities impact the volume of information we provide, as well as the complexity. In Australia, we need to report on a wider group of executives, as described in the following paragraph. In addition, as set out in the summary table below, the two reporting regimes follow different methodologies for calculating remuneration.

In the UK, disclosure is required for the Board, including the executive directors. The Australian legislation requires disclosures in respect of “key management personnel” (KMP), being those persons having authority and responsibility for planning, directing and controlling the activities of the Group. For the reporting period ended 31 December 2020, our key management personnel are, in addition to the Board, all members of the Executive Committee. This includes the Chief Executive Iron Ore Chris Salisbury who stepped down on 11 September 2020; Ivan Vella (acting Chief Executive Iron Ore) from 15 September 2020, and Steve McIntosh (Group Executive Growth and Innovation) who retired on 30 September 2020.

Consistent with our efforts to simplify and align activities across the Group, and to coincide with the review of our Policy ahead of it being submitted for shareholder approval at our 2021 AGMs, after due consideration the Board has determined effective 1 January 2021 that aside from the Board, including the Chief Executive, our key management personnel comprises the interim Chief Financial Officer, all Product Group Chief Executives, the Chief Commercial Officer and the Group Executive Strategy & Development.

Throughout this Remuneration Report, the members of the Executive Committee are collectively referred to as “executives”. They are listed on pages 118-119, with details of the positions held during the year and dates of appointment to those roles.

Structure of our Remuneration Report

We have included an At a Glance section that summarises key information in one place, resulting in our Remuneration Report being organised into the following parts:

Annual statement by the Remuneration

Committee Chairman 140

Remuneration at a Glance 144 Remuneration Policy, which sets out the policy that will apply from 2021 onwards if approved by shareholders at

our AGMs 152 Implementation Report, which shows how the current Policy has been applied and new Policy will be applied in 2021, including tables 1a-3a incorporating additional disclosures

required under the Australian regulations 159

Shareholder voting

As required under UK legislation, the new Policy will be subject to a binding vote at our 2021 AGMs. The Implementation Report, together with the annual statement by the Remuneration Committee Chairman, is subject to an advisory vote each year as required by UK legislation. Under Australian legislation, the Remuneration Report as a whole is subject to an advisory vote. All remuneration related resolutions will be voted on at the AGMs as Joint Decision Matters by Rio Tinto plc and Rio Tinto Limited shareholders.

The differing approaches explained

As well as the difference in methodology for measuring remuneration, there are also key differences in how remuneration is reported in the UK and Australia.

UK

  • – For reporting purposes, remuneration is divided into fixed and variable elements.

  • – We report remuneration in the currency it is paid, for example, where a UK executive is paid in pound sterling, remuneration is reported in pound sterling.

Australia

  • – For reporting purposes, remuneration is divided into short and long-term elements.

  • – All remuneration is reported in US dollars, so using the previous example, the UK executives’ remuneration would be converted to US dollars using the average exchange rate for the financial year (except STIP, which is converted at the year end exchange rate).

  • – The table below summarises the elements of each component of remuneration, as well as the significant differences in the approaches to measurement.

UK

Australia

STIP – cash elementSTIP – deferred share elementLTIP

Measured at point of vesting.

Long-term

STIP – deferred share element

Based on the amortised IFRS fair value of deferred shares at the time of grant.

LTIP

Based on the amortised IFRS fair value of the award at time of grant.

Pension and superannuation

Accounting basis.

Total remuneration

Remuneration Policy

Remuneration Policy introduction

This Policy applies to our executive and non-executive directors and to the Chairman. In accordance with Australian law, it also sets out the broad policy principles that apply to members of the Executive Committee who are not directors.

Shareholders should note that our Policy is binding only in so far as it relates to directors. The implementation of this Policy for executives who are not directors may therefore vary from that of the executive directors.

In determining the new Policy the Committee followed a robust process which included multiple discussions regarding the content of the Policy taking into account the needs of the business and evolving market and best practice. The Committee considered input from both management and our independent advisers while ensuring that conflicts of interest were appropriately managed.

The overall structure of the new Policy remains broadly unchanged from the Policy previously approved by shareholders in 2018. Updates to the Policy largely reflect evolving corporate governance and market practice, with minor changes being made to aid the operation of the Policy.

These changes include a reduction to pension for new executives to reflect arrangements operated for the wider employee population, the introduction of an ESG component into STIP and a reduction to the LTIP maximum award level to 400% of salary (from 438%).

Our remuneration policies, principles and practices

Our values of safety, teamwork, respect, integrity and excellence reflect who we are and what we stand for as a business. They guide the Committee in its decision making and are foundational to our remuneration-related policies, principles and practices.

Our first priority is to allocate remuneration resource wisely. We want our pay policies to be regarded as fair by employees and shareholders alike to reward both short and long-term performance and to reinforce the values and collective individual behaviours that drive sustainable performance. Although we believe that our Policy is fit for purpose, the Committee retains the discretion to override unforeseen and inappropriate mechanistic outcomes.

High-quality people, who are capable of managing and growing the business, are essential to generate superior returns for our shareholders. Rio Tinto operates in global and local markets where it competes for a limited pool of talented executives and our remuneration strategy is therefore designed to attract and retain the people that we need.

We recognise that remuneration represents just one of the factors that encourage the attraction and retention of talent. We also seek to engage

Alignment with the UK Corporate Governance Code

our employees over the long-term, to foster diversity, and to provide challenging work and development opportunities. Our people strategy is underpinned by our commitment to safety and our other core values of respect, integrity, excellence and teamwork.

Competitive remuneration linked to performance and shareholder value creation

Remuneration is linked to performance targets over both the short and long-term, to ensure that executive rewards are aligned to the delivery both of short-term priorities and long-term sustainable growth in shareholder value. In order to assess the competitiveness of the packages we offer, we benchmark ourselves against other companies in the FTSE 30 (excluding financial services companies), which typically have similar global reach and complexity, and other international mining and natural resources companies. The outcomes of these benchmarking exercises form just part of our consideration of the appropriate level of remuneration packages, but we would not expect either base salaries or the expected outcome of our short and long term incentive plans to deviate markedly from the median of these comparator groups. The actual outcome will depend on business and individual performance.

We take salary increases in the broader employee population into account in determining any change to the base salary of executives and consult with shareholders on the design of our short and long-term incentive plans to ensure that they are aligned with shareholder interests and priorities. We do not formally consult with our employees on the Policy, but approximately 50% of the workforce are shareholders through participation in our employee share plans and therefore have the right to vote on the Remuneration Report. Employees are invited to ask questions or express opinions through our normal employee communications channels.

Performance under the STIP is measured over one year based on a balanced scorecard including safety, financial, individual and from 2021 onwards ESG metrics. We recognise the importance of ensuring targets are achieved in the right way and are aligned to the company’s values. Therefore in considering STIP outcomes, we also consider the extent to which outcomes are in accordance with our values. 50% of the STIP for executives is delivered in deferred shares that vest after three years.

Performance under the long term incentive plan (LTIP) is measured over five years and awards are typically delivered in shares together with cumulative dividends.

Our share ownership policy requires executives to build up and maintain a material shareholding in the company as described in the Implementation Report.

The UK Corporate Governance Code principles for developing a remuneration policy have been addressed as follows:

Principle

Remuneration Policy

Clarity

Our Policy is set out in a fully transparent manner. Communications and engagement with stakeholders promotes clarity around all

elements of the Policy.

Simplicity

We have further simplified aspects of the new Policy to enhance transparency and aid understanding.

Risk

The incentive arrangements have been structured to support effective risk management. This includes a strong focus on long-term success.

Risks include non-financial risk, such as safety, the environment and heritage protection.

Malus, clawback and suspension provisions apply to all variable remuneration which allow for performance adjustment in the event of risk

management failures.

Predictability

The remuneration outcomes under the different performance scenarios (threshold, target, and outstanding) are clearly set out with an

estimate of potential maximum outcome if share price increased by 50%. See charts on page 155.

Proportionality

The Policy maintains a strong link to strategy and performance. This is set out in the Policy table on pages 152-154.

The Committee also has discretion over all variable remuneration outcomes.

Alignment to

Our incentive plans are aligned with our strategic focus on long-term sustainable growth and a focus on safety, team work, respect, integrity

culture

and excellence.

Remuneration Policy continued

Executive remuneration structure – Policy table

The Policy set out on the following pages is designed to provide a total remuneration package that is appropriately balanced between fixed and variable components, with an emphasis on long-term variable pay. The remuneration structure for executives, including the relationship between each element of remuneration and Group performance, is summarised below.

Further details on the KPIs used to assess Group performance are provided in the Strategic Report.

Any commitment made before this Policy takes effect or before an executive became or becomes a director will be honoured even if it is not consistent with this or any subsequent Policy.

Remuneration arrangements – Fixed

Base salary

Link to Group performance and strategy We pay competitive salaries to hire, motivate and retain highly competent people drawn from a global talent pool.

Operation

  • Base salary provides the main fixed element of the remuneration package.

  • Base salaries are reviewed annually, with a maximum individual increase of 5% plus CPI per annum. An individual increase may be higher than this in the circumstances described below.

  • Any increase is generally aligned with the average base salary increases applying to the broader employee population unless there were significant changes to an individual’s role and/or responsibilities during the year. Any increases are determined with reference to underlying Group and individual performance, global economic conditions, role responsibilities, an assessment against relevant comparator groups and internal relativities.

  • An increase above the maximum noted above may be made in the event of promotion or increase in responsibility or where the executive’s base salary is significantly below market positioning.

  • Benchmarking is undertaken periodically but not annually, and our intention is to apply judgment in evaluating market data.

Pension or superannuation

Link to Group performance and strategy We provide locally competitive post-employment benefits in a cost-efficient manner in order to hire and retain.

Operation

  • Employment benefits typically include participation in a pension plan, superannuation fund, or a cash allowance to contribute to a personal pension or superannuation fund, which are aligned with the arrangements for the broader workforce of the country of residence.

  • The maximum annual benefit is set to reflect the pension arrangements for the wider employee population. This is currently capped at 14% of salary but may be adjusted to reflect changes in arrangements for the wider employee population.

Other benefits

Link to Group performance and strategy We provide competitive other benefits in a cost-efficient manner in order to hire and retain.

Operation

  • Other benefits may include, but are not limited to, private healthcare cover for the executive and their dependents, life insurance, accident insurance, professional advice, participation in local flexible benefit programmes and certain other minor benefits (including modest retirement gifts in applicable circumstances, occasional spouse travel in support of the business, any Rio Tinto business expenses which are deemed to be taxable and any tax the company has paid on their behalf).

  • Secondment, relocation and localisation benefits (for example, housing, tax equalisation, cost of living allowance, periodic visits home for the executive and their family and where relevant, transfer and localisation payments) may also be made to and on behalf of executives living outside their home country.

  • Other benefits are paid at cost and, given the nature and variety of the items, there is no formal maximum level of company contribution.

Remuneration arrangements – Performance-related (At risk)

Short term incentive plan (STIP)

Link to Group performance and strategy

  • STIP focuses participants on achieving demanding annual performance goals, which are based on the Group’s priorities, in pursuit of the creation of sustainable value for our stakeholders.

  • We demand that sustainable business practices are adhered to, particularly in the context of safety and ESG.

  • We consider the individual performance of our executives against our values. The way we work outlines how we deliver both our purpose and strategy. It makes clear how all employees should behave, in accordance with our values of safety, team work, respect, integrity and excellence.

Operation

  • Nil award for threshold performance and 100% for outstanding. Between threshold and outstanding, the award is normally pro-rated on a straight line basis between these points.

  • The maximum award is capped at 200% of base salary for all executives. Any outcome from the formulaic STIP calculation is subject to the exercise of discretion by the Committee.

  • A scorecard based on the Group’s priorities is established for each executive at the commencement of the financial year. The measures and the relative weightings are selected by the Committee in order to drive business performance for the current year, including the achievement of financial, safety, ESG and other individual business outcomes that are priorities for the financial year in question. At least 50% of the measures will relate to financial performance and a significant component will relate to safety performance.

Remuneration arrangements – Performance-related (At risk) continued

Operation continued

  • We expect to disclose the measures, weightings and targets for safety and ESG goals at the beginning of each year. In the area of financial and individual goals, we will, at the beginning of each year, disclose the measures and weightings only, because we regard the targets as commercially sensitive. However, we intend to disclose these targets and outcomes retrospectively.

  • In making its year-end determination of STIP awards, the Committee seeks to ensure that actual performance is directly comparable to the targets set at the beginning of the year. This may result in adjustments to the targets or to the assessed results being made by the Committee (in particular to take account of events outside management’s control), to ensure a like-for-like comparison. Both upward and downward adjustments can be made, with reference to principles agreed by the Committee, to ensure the outcomes are fair.

  • Safety KPIs comprise a significant portion of the STIP for executives, and any fatality will have a material impact on the STIP result for all executives.

  • Malus, clawback and suspension provisions that apply are set out later in the Policy.

Bonus deferral

Link to Group performance and strategy Ensures ongoing alignment between executives and shareholders through deferral of part of the STIP award into Rio Tinto shares.

Operation

  • Normally 50% of the STIP is delivered in bonus deferred shares (known as a Bonus Deferral Award (BDA)) with the remainder delivered in cash with no deferral.

  • BDAs normally vest in the December of the third year after the end of the STIP performance year to which they relate.

  • Dividends (or equivalents) may accrue in respect of any BDA that vest.

  • Where permitted by the plan rules, and where the Committee so decides, awards may be made or satisfied in cash in lieu of shares. Awards are normally, but not exclusively, granted with an intention to settle in shares.

  • BDAs vest on a change of control.

  • Malus, clawback and suspension provisions that apply are set out later in the Policy.

Remuneration arrangements – Performance-related (At risk)

Performance Share Awards (PSA) under the long term incentive plan (LTIP)

Link to Group performance and strategy

  • PSAs are designed to provide a simple and transparent mechanism for aligning executive reward with the execution of an effective business strategy that delivers superior long-term shareholder returns.

  • Award levels are set to provide substantive focus on and reward long-term performance. PSAs are the most significant component within the remuneration package and are calibrated so as to ensure the overall competitiveness of the remuneration package.

Operation

  • PSAs are conditional share awards (or economic equivalent) that vest subject to the achievement of stretching performance conditions and continued employment.

  • The Committee will set performance conditions aligned with the Group’s long term strategic objectives for each PSA grant. Relative TSR has been chosen as the current measure of long-term performance as it provides an objective external assessment over a sustained period on a basis that is familiar to shareholders. Whilst we expect TSR will remain a key performance metric, the Committee retains the discretion to adjust the performance measures and weightings as appropriate. For the 2021 awards, there is no intention to make any adjustments to the two TSR performance metrics and their weighting.

  • PSA are normally only released after five years. Currently awards are subject to a five-year performance period.

  • Awards have a maximum face value of 400% of base salary which is currently determined using the average share price of the prior financial year. Actual annual award levels may vary for each executive.

  • Threshold performance would result in the vesting of up to 22.5% of the face value of an award.

  • Dividends (or equivalents) may accrue in respect of any PSA that vest.

  • Where permitted by the plan rules, and where the Committee so decides, awards may be made or satisfied in cash in lieu of shares. Awards are normally, but not exclusively, granted with an intention to settle in shares.

  • Awards and performance conditions may be adjusted to take account of variations of share capital and other transactions. Subject to this Policy, performance conditions may also be amended in other circumstances if the Committee considers that a changed performance condition would be a fairer measure of performance.

  • If there is a change of control, awards will vest to the extent performance conditions are then satisfied. Unless the Committee determines otherwise, if the change of control happens during the first 36 months from the date of grant of the award, the number of shares that can vest will be reduced pro rata. The Committee may, alternatively, with agreement of an acquiring company, replace a PSA with equivalent new awards over shares in the acquiring company.

  • The Committee retains the discretion, where circumstances warrant, to amend performance conditions under the relevant plan rules. The Committee will seek to ensure that outcomes are fair and that they take account of the overall performance of the company during the performance period.

  • Malus, clawback and suspension provisions apply (see page 154).

Annual Report 2020 | riotinto.com 153

Remuneration Policy continued

Shareholding guidelines

Link to Group performance and strategy Shareholding guidelines align executives’ interests with those of shareholders.

Operation The Group understands the importance of and expects executives to build up and maintain a material shareholding in Rio Tinto. Executives should aim to reach a share ownership (defined below) in Rio Tinto shares equivalent in value to:

Chief Executive 4 x base salary

Other executives 3 x base salary for the Chief Financial Officer and up to 3 x base salary for other executives.

  • The Committee generally expects executives to build up their shareholding over a five-year period. Longer periods may be accepted for new appointments, given the five-year vesting period for the PSA.

  • Shares are treated as “owned” if they are not subject to restriction (e.g. additional performance conditions), which includes shares directly held by an executive and any shares where there is a beneficial interest. A beneficial interest includes any shares for which an executive receives the benefit of ownership (such as a right to receive dividends) without directly owning the shares. Given its mandatory nature and the absence of performance conditions, a value for unvested BDA is included with a 50% discount for the likely effects of taxation.

  • Executive directors are expected to continue to meet the share ownership policy for two years after stepping down from the Board (or if the holding requirement is not met at this date, the relevant holding at the time). When considered alongside the existing leaver provisions for share awards, this will ensure that executive directors will remain aligned with shareholders for an extended period after ceasing employment.

  • The Committee retains the discretion to enforce shareholding requirements through the application of malus to unvested share awards and/or scale back of future grants.

Malus, clawback and suspension

“Malus”, “clawback” and “suspension” provisions will apply to STIP and LTIP awards.

Under both the “malus” and “clawback” provisions, where the Committee determines that exceptional circumstances exist, the Committee may, at its discretion, reduce the number of shares to be received on vesting of an award, or, for a period of two years after the vesting of an award, the Committee can clawback value from a participant.

The circumstances under which the Committee exercises such discretion may include, inter alia:

  • any fraud or misconduct by a participant or an exceptional event which has had, or may have, a material effect on the value or reputation of any member of the Group (excluding an exceptional event or events which have a material adverse effect on global macroeconomic conditions).

  • an error in the Group’s financial statements which requires a material downward restatement or is otherwise material or where information has emerged since the award date which would have affected the size of award granted or vested.

  • where the Committee determines that the personal performance of a participant, of their product group or of the Group does not justify vesting or where the participant’s conduct or performance has been in breach of their employment contract, any laws, rules or codes of conduct applicable to them or the standards reasonably expected of a person in their position.

  • the performance of the company, business or undertaking in which a participant worked or works or for which he or she was or is directly or indirectly responsible is found to have been misstated or based upon any material misrepresentation and which resulted in the award being granted and/or vesting over a greater number of shares than would otherwise have been the case.

  • where any team, business area, member of the Group or profit centre in which the participant works or worked has been found guilty in connection with any regulatory investigation or has been in breach of any laws, rules or codes of conduct applicable to it or the standards reasonably expected of it.

  • where the Committee determines that there has been material damage to the Group’s social licence to operate.

  • a catastrophic safety or environmental event or events occurring in any part of the Group.

Under the suspension provisions, the Committee may suspend the vesting of an award (for up to five years) until the outcome of any internal or external investigation is concluded and may then reduce or lapse the participant’s award based on the outcome of that investigation. Note that where suspension applies, the 24-month clawback period will not extend beyond the period commencing from the original vesting date.

Discretion

The Committee recognises the importance of ensuring that the outcomes of the Group’s executive pay arrangements described in this Policy properly reflect the Group’s overall performance and risk appetite.

The Committee therefore reserves the right to review all remuneration outcomes arising from mechanistic application of performance conditions and to exercise discretion to make adjustments where such outcomes do not properly reflect underlying performance or the experience of shareholders or other stakeholders.

The Committee may at its discretion adjust and/or set different performance measures if events occur (such as a change in strategy, a material acquisition or divestment, a catastrophic safety or environmental incident, a change in control or other unexpected event) which cause the Committee to determine that the measures are no longer appropriate or in the best interests of shareholders or other stakeholders, and that amendment is required so that the measures, as far as possible, achieve their original purpose. Such discretion will be exercised judiciously and clearly disclosed and explained in the Implementation Report.

Any discretionary adjustments for directors will be disclosed in the Implementation Report for the relevant financial period.

Total remuneration opportunity

The following charts provide an indication of the minimum, target and maximum total remuneration opportunity, subject to shareholder approval of the Remuneration Policy for the executive directors, together with the proportion of the package delivered through fixed and variable remuneration. The STIP and PSA are both performance-related remuneration.

Potential value of 2021 remuneration package

CEO

(£’000)

Minimum

Target

(2x9x%.x%)

(x2x4.x%%)

47%

£4,844

Maximum

(1x7x%.x%)

(x2x8.x%%)

55%

£8,294

Maximum + 50% share price growth

43%

22%

£10,594

Fixed paySTIPPSA50% share price growth

The following table provides the basis for the values included in the charts above:

Fixed (stated in £’000)

Base salary(a)

PensionBenefits(b)

Total

Jakob Stausholm

£1,150

£161

£83

£1,394

  • (a) Base salary is the latest known salary.

  • (b) The value of benefits is as per the 2020 benefits figure in the single total figure of remuneration table, as set out in the Implementation Report.

Performance-related (At risk)

Target STIP and LTIP

A STIP award of 50% of the maximum award (equates to 100% of base salary)

performance

Expected value of 2021 PSA of 50% of face value, calculated as 200% of base salary

Maximum STIP and LTIP

A maximum STIP award of 200% of base salary

performance

Full vesting of 2021 PSA, calculated as 400% of base salary

  • (a) PSAs granted under the LTIP consist of share awards only, measured at 2021 face value. This does not constitute an estimate of the value of awards that may potentially vest with respect to year-end 31 December 2025. An assumed 50% growth in share price has been included in the final illustration. No assumption has been made for payment of dividends.

  • (b) Further details of the 2021 PSA are disclosed in the 2020 Implementation Report.

Annual Report 2020 | riotinto.com 155

Remuneration Policy continued

Recruitment remuneration

The table below sets out the policy for both internal and external recruitment. No form of “golden hello” will be provided upon recruitment. In the case of internal appointments, existing commitments will be honoured.

Element

Recruitment policy

Base salaryPension or superannuation Other benefits

Consistent with Policy table.

We aim to position base salary at an appropriate level, taking into consideration a range of factors including the executive’s current remuneration and experience, internal relativities, an assessment against relevant comparator groups and cost. If a new executive director is initially appointed at a lower rate, the Committee retains the ability to award larger increases in subsequent years in order to realign the salary over time as the individual develops in the role.

Will be established in line with our Policy.

Short term incentive plan (STIP)

Performance Share Awards (PSA) under long term incentive plan Buy-out awards

Maximum face value of 400% of base salary in line with our Policy.

Eligible to take part in our STIP with maximum opportunity capped at 200% of salary.

Any compensation provided to an executive recruited from outside the Group for the forfeiture of remuneration arrangements on joining is considered separately to the establishment of forward-looking annual remuneration arrangements. Our policy with respect to such “buy-outs” is to determine a reasonable level of award, on a like-for-like basis, consisting primarily of equity-based awards, but also potentially cash, taking into consideration the quantum of forfeited awards, their performance conditions and vesting schedules. The Committee will obtain an independent external assessment of the value of awards proposed to be bought out and retains discretion, subject to the considerations noted above, to make such compensation as it deems necessary and appropriate to secure the relevant executive’s employment. The Committee’s intention is that buy-out compensation should include, where appropriate, performance conditions and equivalent time frames for release.

Relocation-related support

Executives’ service contracts and termination

If the Committee concludes that it is necessary and appropriate to secure an appointment, relocation-related support and international mobility benefits may be provided depending on the circumstances and in line with the Group’s broader approach. Any relocation arrangements will be set out in the Implementation Report.

Under normal circumstances, executive directors will be offered service contracts which can be terminated by either party with up to 12 months’ notice in writing. In exceptional circumstances, an initial notice period of up to 24 months during the first two years of employment, reducing to up to 12 months thereafter, may be necessary to secure an external appointment. In some circumstances, it may also be appropriate to use fixed-term contracts for executive directors.

Other executives are offered service contracts which can be terminated by the company with up to 12 months’ notice in writing, and by the employee with either six or up to 12 months’ notice in writing.

The contracts for executives include appropriate non-compete and restrictive covenants.

The current contract terms of directors and the other executives are included in the Implementation Report. The letters of appointment are available for inspection at Rio Tinto plc’s registered office, and at its AGM.

Executives may be required to go on “garden leave” during all or part of their notice period and may receive their base salary, STIP and other benefits during the notice period (or the cash equivalent). Where applicable, tax equalisation and other expatriate benefits will continue in accordance with the executive’s prevailing terms and conditions.

If termination is a result of redundancy, the terms of the relevant local policy or practice will apply in the same way as for other local employees. The STIP and LTIP rules govern the entitlements that executives may have under those plans upon termination of employment.

The concept of an “eligible leaver” is defined in the relevant plan rules. In general terms, an eligible leaver is an executive who leaves the Group by reason of ill-health; injury; disability (as determined by the executive’s employer); retirement with company consent; redundancy; transfer of the undertaking in which the executive works; change of control of the executive’s employing company; or death. In addition, the plan rules afford discretion to the Committee to award eligible leaver status in other circumstances.

In the case of dismissal for cause, the company can terminate employment without notice and without payment of any salary or compensation in lieu of notice. Outstanding awards under any of the Group’s long term incentive plans may be forfeited in these circumstances.

If an executive resigns or is dismissed for misconduct, or as the result of malus being applied in accordance with the plan rules, share awards will lapse. The table below sets out the policy on termination for eligible leavers:

Element

Termination policy

Base salary, pension

Pay of base salary in lieu of any unexpired notice which may be paid progressively in instalments over the notice period. The Committee will for

and other benefits

executive directors (to the extent permitted by relevant law) have regard to the executive director’s ability to mitigate his or her loss in assessing

the payment to be made.

Executive directors and their dependants may also be eligible for post-retirement benefits such as medical and life insurance. The company may

also agree to continue certain other benefits for a period following termination where the arrangements are provided under term contracts or in

accordance with the terms of the service contract, for example, payment for financial advice, tax advice and preparation of tax returns for a tax

year. In some cases, they may receive a modest leaving gift.

Short term

If an eligible leaver leaves the Group during a performance year, the Committee may determine in its absolute discretion to award a pro rata

incentive plan

portion of the STIP based on the amount of the year served and based on actual assessment of performance against targets. Any cash payment

will be made at the normal STIP payment date and no portion of the award will be deferred into shares.

If an executive provides the company notice of their resignation during the performance year, but does not leave the Group until after the end of

the performance year, the Committee may determine in its absolute discretion to make an award under the STIP. In these circumstances, the

executive will only be eligible to receive the cash portion of the award and will forfeit the deferred shares portion. Any cash payment will be

made at the normal STIP payment date.

No STIP award will be made where an executive who is not an eligible leaver leaves the Group, resigns or is terminated for cause prior to the end

of the performance year.

Bonus Deferral

BDA will normally vest on the scheduled vesting date. There will be no pro-rating of BDA.

Awards (BDA)

Performance Share

PSA will normally be retained, and vest on the scheduled vesting date, subject to time pro-rating and the satisfaction of any performance

Awards (PSA)

conditions.

PSA will be pro-rated over 36 months from the grant date.

Management Share

Any MSA granted prior to appointment will normally be retained, and vest, at the Committee’s discretion, at the scheduled vesting date

Awards (MSA)

(although awards for US taxpayers may vest on leaving).

MSA will be reduced pro rata to reflect the period of employment between the date of grant of the award and the normal vesting date.

All employee share plans

All employee share awards will normally vest on or shortly after leaving. There will be no pro rata reduction of awards.

Dividend shares

Any dividend equivalent shares will be calculated on the vesting of all share awards.

Repatriation

On termination, the company will pay relocation or expatriation benefits as agreed at the time of the original expatriation and/or in accordance

with applicable legislation and internal policies on travel and relocation.

Accrued but

Accrued but untaken annual leave and any long service leave will be paid out on termination, in accordance with the relevant country legislation

untaken leave

and applicable practice applying to all employees.

Legal

The company may pay reasonable legal and other professional fees (including outplacement support) to or in respect of an executive in

expenses

connection with the termination of his or her employment.

Settlement claims

Subject to the approval of the Committee, the company may pay such amount as it determines is reasonable to settle any claims that an

executive may have in connection with the termination of his or her employment.

Restrictive covenants

While our employment agreements include appropriate restrictive covenants as a matter of practice, the Policy provides additional flexibility to

make payments in respect of expanding or enhancing existing covenants to protect Rio Tinto and its shareholders. The amount of such payment

will be determined by the Committee based on the content and duration of the covenant.

Annual Report 2020 | riotinto.com 157

Remuneration Policy continued

Chairman and non-executive directors’ remuneration

The table below summarises how the fees are set and our Policy for the Chairman and non-executive directors:

Area

Chairman

Setting of fees

The Committee (excluding the Chairman, if he or she is a member) determines the terms of service and remuneration of the Chairman. The Chairman’s fees are set by the Committee.

Fees

It is Rio Tinto’s policy that the Chairman should be remunerated on a competitive basis and at a level which reflects his or her contribution to the Group, as assessed by the Board.

The Chairman receives a fixed annual fee and does not receive any additional fee or allowance either for committee membership or chairmanship, or for travel. The Chairman does not participate in the Group’s incentive plans.

Pension and superannuation

Rio Tinto does not pay retirement or post-employment benefits to the Chairman.

Benefits

The Chairman may be provided with a car and driver. Any use for transport between home and the office and other personal travel is ataxable benefit to the Chairman, and the company pays any tax arising payments, if made, are taxable benefits to the non-executive directorson the Chairman’s behalf. The Chairman would pay a fixed annual fee to the company for any personal travel element.

Relocation and localisation benefits in accordance with the Policy for executive directors (for example, housing, tax equalisation, cost of living allowance, the payment of school fees, periodic visits home for the executive and their family and where relevant, localisation payments) may be made to and on behalf of a Chairman working outside his or her home country.

Other benefits include accident insurance (note this is neither contractual nor a taxable benefit), other minor benefits (including modest retirement gifts in applicable circumstances), occasional spouse travel in support of the business and any Rio Tinto business-related expenses which are deemed to be taxable and any tax the company has paid on his or her behalf.

Appointment

The non-executive directors’ fees and other terms are set by the Board upon the recommendation of the Chairman’s Committee (which comprises the Chairman, Chief Executive and Chief Financial Officer).

Non-executive directors

Non-executive directors receive a base fee with additional fees paid for further Board responsibilities such as committee membership or committee chairmanship or taking on the senior independent director role. Allowances may be paid for attending meetings which involve medium or long-distance air travel. They do not participate in any of the Group’s incentive plans.

Fees paid to non-executive directors reflect their respective duties and responsibilities and the time required to be spent by them so as to make a meaningful and effective contribution to the affairs of Rio Tinto.

Where the payment of statutory minimum superannuation contributions for Australian non-executive directors is required by Australian superannuation law, these contributions are deducted from the director’s overall fee entitlements.

Non-executive directors may on occasion receive reimbursement for costs incurred in relation to the provision of professional advice. Theseand the tax arising is paid by the company on the directors’ behalf.

Other benefits provided include accident insurance (note this is neither contractual nor a taxable benefit), other minor benefits (including modest retirement gifts in applicable circumstances), occasional spouse travel in support of the business and any Rio Tinto business expenses which are deemed to be taxable where the company has paid the tax on their behalf.

The appointment of non-executive directors (including the Chairman) is handled through the Nominations Committee and Board processes. The current fee levels are set out in the Implementation Report.

The Chairman’s letter of appointment from the company stipulates his or her duties as Chairman of the Group and appointment may be terminated without liability on the part of Rio Tinto in accordance with the Group’s constitutional documents dealing with retirement, disqualification from office or other vacation from office. Otherwise, his or her appointment may be terminated by giving 12 months’ notice. Accrued fees will be paid up to the termination date with the exception of dismissal for cause. The Committee has the discretion to make a payment in lieu of notice if the Chairman is not required to serve his or her full 12 months’ notice. If the appointment as Chairman is terminated by reason of their removal as a director pursuant to a resolution of shareholders in general meeting, the company shall be liable to pay any fees accrued to the date of any such removal.

The non-executive directors’ letters of appointment from the company stipulate their duties and responsibilities as directors. Each non-executive director is appointed subject to their election and annual re-election by shareholders. Non-executive directors’ appointments may be terminated by either party giving three months’ notice. There are no provisions for compensation payable on termination of their appointment. The letters of appointment are available for inspection at Rio Tinto plc’s registered office.

The maximum aggregate fees payable to the non-executive directors (including the Chairman) in respect of any year, including fees received by the non-executive directors for serving on any committee of the Board, will not exceed the limits set out in the Group’s constitutional documents (currently £3 million).

Implementation Report

This Implementation Report is presented to shareholders for approval at our AGMs. It outlines how our current Policy was implemented in 2020, and how we intend to operate the new Policy in 2021.

Introduction

The single total figure of remuneration table on page 161 shows remuneration for our executive directors, gross of tax and in the relevant currency of award or payment.

In table 1a on pages 176-177 we report information regarding executives in accordance with Australian statutory disclosure requirements. The information is shown gross of tax and in US dollars. The remuneration details in table 1a include accounting values relating to various parts of the remuneration package, most notably PSAs granted under the Group’s LTIP arrangements, and require a different methodology for calculating the pension value. The figures in the single total figure of remuneration table are therefore not directly comparable with those in table 1a. Where applicable, amounts have been converted using the relevant average exchange rates included in the notes to table 1a.

In table 1b on page 178, we report the remuneration of the Chairman and the non-executive directors.

Certain information contained within the Remuneration Report is audited, as outlined on page 185.

Remuneration Committee responsibilities

The Committee’s responsibilities are set out in our terms of reference, which we review each year, and are published in the corporate governance section of the Rio Tinto website. Our responsibilities include:

  • – Determining the Group’s remuneration structure and policies, and assessing their cost, including pension and superannuation arrangements for executives.

  • – Determining the mix and use of short and long-term incentive plans for executives and ensuring alignment with the company’s strategic objectives.

  • – Overseeing the operation of the Group’s short and long-term incentive plans for executives, including approving awards, setting performance criteria, and determining any vesting.

  • – Determining contractual notice periods and termination commitments, and setting retention and termination arrangements for executives.

  • – Determining awards under the Group’s all-employee share plan.

  • – Monitoring gender pay.

  • – Determining the terms of service upon appointment for the Chairman and executives, and any subsequent changes.

We consider the level of pay and conditions for all employees across the Group when determining executive remuneration.

Committee membership

The members of the Committee during the year and to the date of this report were:

Sam Laidlaw (Chairman)

Megan Clark

Simon McKeon

Jennifer Nason

(from 1 March 2020)

Simon Thompson

Ngaire Woods

(from 1 September 2020)

How we work

The Group Company Secretary attends meetings as secretary to the Committee. The Chief Executive, Group Executive Human Resources and Head of Reward attend appropriate parts of the meetings at the invitation of the Chairman of the Committee. No individual is in attendance during discussions about their own remuneration.

Independent advisers

The Committee has a protocol for engaging and working with remuneration consultants to ensure that “remuneration recommendations” (being advice relating to the elements of remuneration for key management personnel, as defined under the Australian Corporations Act) are made free from undue influence by key management personnel to whom they may relate. We monitored compliance with these requirements throughout 2020. Deloitte gave declarations to the effect that any remuneration recommendations were made free from undue influence by key management personnel to whom they related, and the Board has received assurance from the Committee and is satisfied that this was the case.

Deloitte, the appointed advisers to the Committee, are members of the Remuneration Consultants’ Group, and voluntarily operate under its Code of Conduct (the Code) in relation to executive remuneration consulting in the UK. The Code is based upon principles of transparency, integrity, objectivity, competence, due care and confidentiality. Deloitte have confirmed that they adhered to the Code throughout 2020 for all remuneration services provided to Rio Tinto. The Code is available online at remunerationconsultantsgroup.com.

Implementation Report continued

The Committee is satisfied that the Deloitte engagement partners and advisory teams that provided remuneration advice to the Committee do not have any connections with the company or individual directors that may impair their independence. During 2020, Deloitte’s services also included attending Committee meetings, support on the new Policy and giving advice in relation to management proposals. Deloitte was paid US$268,394 (2019: US$53,164) for these services. Fees were charged on the basis of time and expenses incurred, including work done regarding the new Policy.

Willis Towers Watson provided general and technical executive remuneration services. These services predominantly related to remuneration of employees other than key management personnel. We received other services and publications relating to remuneration data from a range of sources. During the year Deloitte also provided internal audit, tax compliance and other non-audit advisory services. These services were provided under separate engagement terms and the Committee is satisfied that there were no conflicts of interest.

How the Committee spent its time in 2020

During 2020, the Committee met eight times. We fulfilled our responsibilities as set out in our terms of reference. Our work in 2020 and in the early part of 2021 included:

– Conclude discussions with shareholders on our new Policy proposals.

January 2020/2021

  • – Reviewing and determining “threshold”, “target” and “outstanding” targets for the safety and financial components of the 2020 STIP.

  • – Reviewing actual performance against the targets for the 2020 STIP and assessing applicable adjustments.

  • – Determining the respective ESG and safety targets for the 2021 STIP.

– Reviewing and determining the final EBIT margin outcome for PSA with a performance period ending 31 December 2019.

February 2020/2021

May 2020

June 2020

Reviewing and determining any base salary adjustments and LTIP grants for executives.

Approving appointment terms for the new Executive Committee members (2021).

Considering alternative structures for the new Policy.

  • – Review and debrief of 2020 AGM season.

  • – Determining the terms of appointment for the new

    Group Executive, Safety, Technical & Projects and Group Executive, Strategy & Development.

  • – Determining the terms of retirement for the outgoing Group Executive, Growth & Innovation.

– Reviewing progress towards the Group’s share ownership requirements.

– Determining the malus adjustments for the Chief Executive, Chief Executive Iron Ore, and Group Executive Corporate Relations.

– Determining the terms of exit for the outgoing Chief Executive, Chief Executive Iron Ore, and Group Executive Corporate Relations.

– Reviewing the strategy and annual reports on the Group’s global benefit plans.

  • – Acting in accordance with the terms of the deferral agreement for the former Chief Executive, Sam Walsh.

  • – Commence consultations with shareholders and proxy advisors on our new Policy proposals.

July 2020

August 2020

September 2020

October 2020

November 2020

December 2020

Reviewing and refining the proposed changes in the Policy to discuss with shareholders.

Preparing the Remuneration Report (including this Implementation Report).

– Approving and recommending to the Board endorsement of the appointment terms for the new Chief Executive.

Performance review process for executives

Rio Tinto conducts annual performance reviews for all its executives. Our key objectives for the performance review process are to: – Improve organisational effectiveness by creating alignment between the executive’s objectives and Rio Tinto’s strategy.

– Provide a consistent, transparent and balanced approach to measure, recognise and reward executive performance.

The Chief Executive conducts the review for members of the Executive Committee, and recommends the performance outcomes to the Committee. The Chief Executive’s performance is assessed by the Chairman of the Board and discussed and debated with the Committee and the full Board. Performance reviews for all executives took place in 2020 or early 2021.

Base salary

STIP

LTIP

Single total figure of remuneration (£’000)

Bonus – STIP payment

Value of LTIP awards vesting

Total

Total

Executive director (£’000)

Year

Base salary

Benefits

Pension

fixed

Cash

shares

Other

variable

total figure

% change

Jean-Sébastien Jacques

2020

1,158

51

287

1,496

3,590

3,138

(1,000)

5,728

7,224

20.4%

(Chief Executive)(1)

2019

1,133

71

280

1,484

850

851

2,257

557

4,515

5,999

Jakob Stausholm

2020

789

83

174

1,046

564

565

1,129

2,175

15.6%

(Chief Financial Officer)

2019

775

62

172

1,009

436

437

873

1,882

Deferred

Share price Face value appreciation

Single

1. Malus adjustment applied against 100% of the 2020 STIP and £1 million of the 2016 LTIP vesting.

At the end of the performance period, LTIP values are based on estimates of both the number of shares that will ultimately vest and the share price. These estimates are restated in the following year, once actual values are known. See LTIP section for further detail.

Jean-Sébastien Jacques

2020

2019

Jakob Stausholm

2020

Non-performance related:

Base salary,

46.9%

2019

benefits and pension

Key: Percentage of total remuneration earned as:

Performance related:

STIPLTIP

75.3%

Fixed remuneration

Base salary (2020)

Consistent with prior practice, annual salary increases for executives are generally in line with the base salary increases applying to the broader employee population. Salaries are reviewed with effect from 1 March.

Annual base salary

Annual base salary

Total base

at 1 January 2020

at 1 March 2020

salary paid in 2020

Executive director

£’000

£’000

£’000

Jean-Sébastien Jacques

1,138

1,162

1,158

Jakob Stausholm

775

791

789

Jakob Stausholm’s salary on appointment as Chief Executive effective 1 January 2021 is £1,150,000.

Benefits (2020)

Includes healthcare, allowance for professional tax compliance services, car and fuel allowances (removed for all new appointments from 1 January 2021), and non-performance based awards under the all-employee share plans.

Pension (2020)

Pension benefits can either be paid as contributions to Rio Tinto’s company pension fund or as a cash allowance. In line with the applicable UK policy, cash allowances may be reduced by the value of the employer’s national insurance payable on cash allowances.

In addition to the payments set out in the accompanying table, under Australian Superannuation Guarantee legislation the company pays superannuation contributions to an Australian superannuation fund in respect of Jean-Sébastien Jacques’ working days in Australia. The pound sterling equivalent of these superannuation contributions is offset against the cash allowance paid to Jean-Sébastien Jacques.

Pension contributions paid to the

Cash in lieu of pension contributions

Rio Tinto pension fund

paid

Total

Pension provision as

Executive director

£’000

£’000

£’000

percentage of base salary

Jean-Sébastien Jacques

6

281

287

24.8%

Jakob Stausholm

6

168

174

22%(a)

(a) Effective 1 January 2021, from appointment to Chief Executive the pension provision is now 14% of base salary.

Annual Report 2020 | riotinto.com 161

Implementation Report continued

STIP (2020)

Outcome for 2020

For an executive’s STIP outcome, the weighted safety, financial and individual STIP results are added to determine the total result. The resultant STIP is delivered equally in cash and deferred shares.

Weighted resultExecutive directorSafety (20%)FinancialIndividual

(50%)

(30%)

Jakob Stausholm

14.8

38.5

18

Delivered in:

Percentage of:

Deferred

shares

Max

Max

Target

awarded

forfeited

awarded

71.3%

28.7%

142.6%

Cash 564

£’000 565

Following the application of malus, Jean-Sébastien Jacques’ 2020 STIP was nil. Maximum STIP is capped at 200% of base salary with awards of:

  • – 25% of maximum for threshold

  • – 50% of maximum for target

  • – 100% of maximum for outstanding performance

Half of the STIP award will be paid in cash in March 2021, and the remainder will be delivered in deferred shares as a BDA, vesting in December 2023. If the executive resigns or is dismissed for misconduct, or for any other reason that the Committee decides, the deferred shares will lapse.

Safety and financial measures for 2020

Performance categoriesWeighting

Commentary

Safety

20%

Our goal is zero harm, including, above all, the elimination of workplace fatalities, so we consider safety as a key performance measure. We include Group safety measures alongside Group financial measures in the STIP for executive directors and other executives.

Safety measures for all executives in 2020 included a standalone binary fatality measure (40%), with the remainder split between all-injury frequency rate (AIFR) (20%) and measures relating to our safety maturity model (SMM) (40%).

Introduced in 2019, the Safety Maturity Model (SMM) provides a roadmap to improving safety and enabling comparable evaluation and learning across the organisation. The model has four categories:

  • 1. Leadership and engagement.

  • 2. Risk management (including Critical Risk Management – CRM).

  • 3. Work planning and execution.

  • 4. Learning and improvement.

The model is assessed across levels of maturity with a scale of 1-9: Basic (1-3), Evolving (4-6) and Advanced (7-9)

The Safety Maturity Model has been embraced by assets and proven as an effective methodology to drive improvement in culture and performance. There is a spread in individual asset maturity across the group and there is increased difficulty of advancing in maturity the more developed the site is. The 2020 Group aspiration for target was for individual assets to improve by 1 point above the prior year maturity score and for outstanding to improve by 2 points from the prior year assessment score. An end of year assessment by an independent team to the asset determined progress in maturity from the prior year baseline. In Q1 2020 seven additional assets joined the SMM programme. The baseline score for these additional assets was determined in independent assessments completed in H1 2020.

Financial

50%

Our current financial measures are based on KPIs that are used in managing the business.

The first, underlying earnings, gives insight to cost management, production growth and performance efficiency on a like-for-like basis. This reflects the fact that Rio Tinto is focused on reducing operating costs, increasing productivity and generating maximum revenue from each of our assets. A reconciliation of underlying earnings to net earnings is provided in note 2 (Operating segments) on page 226.

The second, STIP free cash flow, is also an important measure to the business. It demonstrates how we convert underlying earnings to cash, and provides further insight into how we are managing costs and increasing efficiency and productivity. STIP free cash flow comprises free cash flow (as defined on page 316) adjusted to exclude dividends paid to holders of non-controlling interests in subsidiaries and development capital expenditure. In 2020, this measure also incorporated an additional adjustment of US$0.1 billion to account for certain sustaining capital expenditure originally classified as development capital expenditure in the STIP target.

When we measure financial performance against the annual plan, half is measured against the original plan, and half is “flexed” to exclude factors that are outside management’s control, such as the impact of fluctuations in exchange rates, or quoted metal and other prices. “Flexed” financial targets are typically higher than the “unflexed” targets set by the Board when commodity prices rise and lower when commodity prices fall. Actual underlying earnings and STIP free cash flow results are compared against equally weighted “flexed” and “unflexed” targets.

The STIP measures for Product Group Chief Executive Officers (PGCEOs) include product group financial and safety measures in addition to Group financial measures.

Calculation of total STIP award

The following tables summarise the calculation of STIP award for the executive directors. Below threshold (25% relative performance) payout is nil on the Group safety and financial measures.

Group safety measures

Weighted result

Group financial measures

Weighted result

Weight (out of 100%)

Jakob Stausholm

30.0

Commentary on safety measures

In 2020 there were zero fatalities across the Group. Performance against the binary fatality measure was therefore maximum for all executives.

In 2020, we ended the year at target with a Group AIFR of 0.37, which equates to an almost 12% improvement over the 2019 Group AIFR result of 0.42.

The 2019 end of year SMM scores served as baseline (threshold) for each individual asset for the 2020 assessments. The average baseline score across the Group from the 2019 assessments was 4.5. In H1 2020 seven additional assets were added to the programme. The baseline scores for these added assets was determined in assessments completed at that time.

The combined average of the baseline scores (threshold) for all sites (including the seven additional sites) in 2020 was then adjusted to 4.3.

The Group aspiration of improving by 1 point above the prior year assessment scores was realised in 2020, with a Group average outcome across all individual assets of 5.4. The Group STIP percentage for SMM is calculated based on the average of the SMM STIP percentage outcomes for each individual asset.

Commentary on financial measures

As in prior years the Committee considered whether any adjustments were warranted to ensure the outcome was a fair reflection of underlying performance. The Committee noted the COVID-19 related expenditure incurred in ensuring our operations continued to run safely which reduced the Group result by 2% but determined not to make any related adjustments, recognising the broader impact of the pandemic on the Group’s operating and financial performance in the year.

In accordance with our adjustment principles, the Committee considered the write-down of deferred tax assets in the Alcan Australia tax group which was recognised by the Aluminium product group in the year. The write-down results from a review in the year of the long term prospects for recovery of these deferred tax assets and did not result from operating performance or market conditions in 2020. An adjustment was therefore proposed to neutralise the impact of this write down on 2020 STIP outcomes.

The Committee determined that the adjustment was warranted but should only be applied to the Aluminium product group result, with no impact on the Group results. Consequently, the Group’s financial results for the year remained at an unadjusted 77% of maximum.

Result (% of maximum)

60.0

Weighted result

18.0

Commentary on individual measures

Refer to page 164.

Implementation Report continued

Commentary on individual performance against personal objectives.

Jean-Sébastien Jacques

Following the Board Review of the destruction of the Juukan Gorge rock shelters in May 2020, the Committee and Board exercised discretion and cancelled any payout due under the 2020 STIP, as discussed on page 141. For information only, the table below sets out performance against the targets agreed with Jean-Sébastien Jacques, all of which were set prior to the onset of the COVID-19 pandemic.

Safety

Outstanding leadership and management response to COVID-19, prioritising the health and safety of employees, contractors and local communities while maintaining operations at all managed facilities.

Led the executive leadership team in delivering the second successive fatality free year in the Group’s 148-year history.

People

Employee engagement continued to improve, achieving a positive eNPS for the second successive year.

Improvement in female participation amongst senior management roles, but further work required on gender diversity across the workforce.

Cash

Profitability at record levels with 51% underlying EBITDA margin and 27% ROCE, delivering a strong balance sheet and underpinning the Group’s resilience in response to COVID-19.

TSR of 34%, including a record annual average share price.

Partnership

  • Advancement of the sustainability agenda, including the development of the 2030 and 2050 climate change targets.

  • Partnership renewed with Tsinghua University and new partnerships confirmed with AB InBev, Paul Wurth and Nippon Steel. Further progress on climate change partnership with Baowu. Completion of the ELYSIS pilot plant in the Saguenay.

  • Agreements finalised with local communities in Canada, including the Cheslatta in British Colombia and Innu communities in Quebec and Labrador City.

  • Successful utilisation of commercial blockchain and development of portside trading and blending initiatives in China.

  • The relationship with Turquoise Hill Resources and the Government of Mongolia continued to be challenging.

Growth

  • Advancement of the Simandou strategy.

  • Delivering the Definitive Estimate for Oyu Tolgoi within the previously disclosed range of possible outcomes.

  • Declaration of the Jadar maiden ore reserve.

Jakob Stausholm

Safety

Member of the executive leadership team which delivered the second successive fatality free year in the Group’s 148-year history.

Contributed to strong management response to COVID-19 challenges across the Group.

People

  • Contributed to the continued improvement in employee engagement.

  • Year-on-year improvement in succession planning and leadership development across the Finance function.

  • Progress made towards gender and diversity targets, but further improvement needed.

Cash

  • Against a backdrop of unprecedented market and economic volatility, continued to deliver a strong balance sheet and improved net debt position.

  • Strong focus on liquidity risk management against uncertain market backdrop.

  • Solid management of working capital and increased collaboration with commercial teams.

  • TSR of 34%, including a record annual average share price.

Partnership

  • Active development of relationships with investors, particularly following the Juukan Gorge tragedy.

  • Ongoing engagement with ratings agencies and key stakeholders.

  • Commenced engagement with civil society stakeholders.

Growth

Further progress made on the growth pipeline, with a focus on Tier 1 potential projects.

Active and disciplined approach to capital allocation decisions.

LTIP

PSAs granted in 2016 were based on three performance conditions, all measured over a five-year performance period:

  • – TSR relative to the EMIX Global Mining Index – one-third.

  • – TSR relative to the MSCI World Index – one-third.

  • – Improvements in EBIT margin relative to global mining comparators – one-third.

Performance against the improvement in the EBIT margin measure cannot be finalised until May in the year following the end of the five-year performance period. This is due to the reporting timeframes for companies in the EBIT margin comparator group and the time taken for the external source (currently S&P Capital IQ) to report the relevant data.

Accordingly, the value of the shares vesting included in the single total figure of remuneration table for 2020 is an estimate, which is finalised once the actual figures are known. The original estimate is based on:

  • – The TSR portion of the award (with estimated associated dividend equivalent shares) which vest in February following the end of the five-year performance period.

  • – An estimate of vesting of the EBIT margin portion of the award (with estimated associated dividend equivalent shares) based on the analysis of the latest available EBIT margin ranking prior to publication of this report.

  • – The average share prices for Rio Tinto plc and Rio Tinto Limited over the last quarter of the relevant year, as the share price on the date of which all shares vest is not ascertainable by the date on which the Remuneration Report is approved by the Board.

The actual values associated with the LTIP vesting are determined following the vesting of the EBIT margin portion of the award at the end of the following May based on the actual share prices on the date of vesting. The estimated LTIP values are then restated, if applicable, in the following Remuneration Report, as shown below for the 2015 PSA:

Estimated

ActualExecutive directorYear included in single figure

AwardEBIT margin rank out of 11(b)Overall vesting %

Jean-Sébastien Jacques

2020(a) 2016 PSA 6th rank

66.67%

Shares, (including dividend equivalents) 136,255 (26,942)Share LTIP outcomeprice

(£’000)EBIT margin rank out of 11(c)Overall vesting %ShareLTIP outcomeprice (£’000)

£49.38

5,728(d)

2019

2015 PSA

4th rank

67.9%

62,117 (12,691)

Will be determined in May 2021 £37.16 for TSR element

£42.04

2,611

3rd rank

75.98% £43.72 for EBIT element 2,814

  • (a) 2016 PSA was granted in two tranches following on 11 March 2016 and 12 September 2016 with share price at grant of £20 and £22.95 respectively.

  • (b) Estimated vesting of the EBIT margin portion of the 2016 PSA is nil.

  • (c) Actual vesting of the EBIT margin portion of the 2015 PSA was 91.26%. Estimated vesting for 2015 PSA in 2019 was 67.07%.

  • (d) After application of the malus adjustment of £1 million.

Jakob Stausholm’s first LTIP award was made in September 2018, with a performance period ending 31 December 2022.

Annual Report 2020 | riotinto.com 165

Implementation Report continued

Calculation of 2016 PSA vesting

Our remuneration consultants, Deloitte, calculated performance against the TSR measures. The dual TSR measures recognise that the company competes in the global market for investors as well as within the mining sector, and aligns to the philosophy of rewarding executives for stable returns over the long-term relative to the broader market and the mining sector.

Weighted

2020 vesting

Performance

Vesting

Weighting

achievement

TSR relative to EMIX Global Mining Index

Threshold

Equal to index

22.5%One third

Maximum ActualOutperformance of the index by 6% per annum

100.0%

6.6% per annum

100.0%

33.33%

TSR relative to MSCI World Index

Threshold

Equal to index

22.5%One third

Maximum ActualOutperformance of the index by 6% per annum

100.0%

9.7% per annum

100.0%

33.33%

Improvement in EBIT margin

Threshold

Above the sixth ranked company

Maximum Estimate

Rank of 1st or 2nd 6th

22.5% 100.0%One third

Nil

Nil

Overall vesting

66.67%

PSAs granted in 2020

These awards are subject to TSR performance relative to the EMIX Global Mining Index and MSCI World Index (equal weighting). Target for threshold and maximum performance are unchanged from prior years.

Jakob Stausholm

Face value of

Face value of

% of vesting

End of the period over which

award (% of

award

at threshold

Conditional

Vesting

the performance conditions

base salary)

(£’000)

performance

Grant price(a)

shares awarded

month

have to be fulfilled

430%

4,997

22.5%

£43.43

115,049

Feb 2025

31 Dec 2024

410%

3,245

22.5%

£43.43

74,711

Feb 2025

31 Dec 2024

Face value of

Face value of

% of vesting at

Conditional

End of the period over which

award (% of

award

threshold

shares to be

the performance conditions

Executive director

Type of award

base salary)

(£’000)

performance

Grant price(a)

awarded

Vesting month

have to be fulfilled

Jakob Stausholm

PSA

400%

4,600

22.5%

£44.44

103,510

Feb 2026

31 Dec 2025

Executive director

Type of awardGrant date

Jean-Sébastien Jacques

PSA

16 March 2020

PSA

16 March 2020

PSAs to be granted in March 2021

(a) In line with Policy, the grant price for PSA awards is determined by reference to the average share price for the calendar year prior to year of grant.

Executive directors’ shareholding

In line with our share ownership policy, executive directors’ shareholdings are calculated using the closing price of Rio Tinto shares on the latest practicable date each year before the report is published. For the purposes of this 2020 report, the closing price on 5 February 2021 has been applied.

31 December

Executive director

2020

2019

Guidelines

Jean-Sébastien Jacques

8.2

4.3

4.0

Jakob Stausholm

2.7

0.9

3.0

Multiple of base salary

31 December

Year guideline

31 December

31 December

needs to be met

On target

2020

2019

2021

Meets

148,073

97,578

2023

Yes

30,280

15,078

Holding of ordinary shares

The multiple of base salary shown above includes the value of 50% unvested Bonus Deferred Awards (BDA) held.

Following his appointment as Chief Executive on 1 January 2021, Jakob Stausholm’s shareholding requirement will increase from 3 to 4x base salary which he will be expected to meet by 31 December 2024.

Service contracts

Executive director

Position held during 2020(a)

Date of appointment to position

Notice period

Jean-Sébastien Jacques

Chief Executive

12 months

Jakob Stausholm

Chief Financial Officer

3 September 2018

12 months

2 July 2016

(a) Jean-Sébastien Jacques stepped down as Chief Executive on 1 January 2021 and Jakob Stausholm was appointed Chief Executive on 1 January 2021.

Either party can terminate their contract with notice in writing, or immediately by paying the base salary only in lieu of any unexpired notice.

Executives’ external and other appointments

Our executives may be invited to become non-executive directors of other companies. Our Policy is that such appointments can bring benefits to the Group by broadening the experience and knowledge of executives. Therefore where there is no likelihood of a conflict of interest, the Board will normally consent. Our Policy limits each executive’s external appointment to one FTSE 100 company directorship or equivalent. The executive typically retains any fees earned.

Neither of the executive directors currently has an external directorship.

Chief Executive’s remuneration over time: summary

Long-term incentive vesting

Long-term incentive vesting against

Single total figure of remuneration

Annual STIP award against maximum

against maximum opportunity

maximum opportunity

Year

Chief Executive(a)

(‘000)

opportunity

(SOP)(b)(c)

(PSA)(c)

2011

Tom Albanese

£4,256

0.0%

100.0%

0.0%

2012

Tom Albanese

£4,040

0.0%

100.0%

61.7%

2013

Tom Albanese

£53

0.0%

Sam Walsh

A$9,993

72.1%

50.0%

2014

Sam Walsh

A$10,476

88.4%

49.0%

2015

Sam Walsh

A$9,141

81.9%

43.6%

2016

Sam Walsh(d)

A$5,772

68.2%

50.5%

Jean-Sébastien Jacques

£3,116

82.4%

50.5%

2017

Jean-Sébastien Jacques

£3,821

73.4%

66.7%

2018

Jean-Sébastien Jacques

£4,551

70.1%

43.0%

2019

Jean-Sébastien Jacques(e)

£5,999

74.8%

76.0%

2020

Jean-Sébastien Jacques(f)

£7,224

0.0%

66.7%

(a) Tom Albanese held the role of Chief Executive until 17 January 2013, and left the Group on 16 July 2013. The single total figure of remuneration for Tom Albanese for 2013 is for the period up until 17

January 2013. Sam Walsh took over as Chief Executive from 17 January 2013, having previously been Chief Executive, Iron Ore and Australia. The single total figure of remuneration for Sam Walsh for 2016 is for the period up until 1 July 2016. Jean-Sébastien Jacques took over as Chief Executive on 2 July 2016, having previously been Chief Executive, Copper & Coal.

  • (b) In 2011 and 2012, Sam Walsh elected to receive his full LTIP awards under the PSP and as a result he has no options granted in 2011 or 2012 under the SOP and which had performance periods that ended on 31 December 2013 and 31 December 2014 respectively. The SOP ceased operation from 2013 and LTIP awards from 2013 have been made as PSA.

  • (c) All outstanding but unvested LTIP awards earned in previous years lapsed and were forfeited when Tom Albanese left the Group.

  • (d) STIP award and PSA vesting percentages restated following release from the deed of deferral.

  • (e) The 2019 single total figure of remuneration for Jean-Sébastien Jacques reported in the 2019 Annual Report was £5,796 based on the estimated vesting of the 2015 PSA of 67.9%. The restated 2019 single total figure of remuneration is £5,999 based on the actual vesting of the 2015 PSA of 75.98%.

  • (f) The 2020 single total figure of remuneration for Jean-Sébastien Jacques reported is based on the estimated vesting of the 2016 PSA of 66.7%.

When remuneration is delivered

The following chart provides a timeline of when total remuneration is delivered, using 2020 as an example

2020 STIP and 2020 PSA performance measurement commences

Vesting of the TSR portion of the 2015 PSA (5 year performance period)

2020 STIP award approved / Vesting of the TSR portion of the 2016 PSA (5 year performance period)

New base salary effective; 2020 PSA granted (5 year performance period)

2020 STIP cash paid / Deferred shares allocated PSA allocated

Vesting of the EBIT margin portion of the 2015 PSAVesting of 2018 BDA

Vesting of the EBIT margin portion of the 2016 PSA (5 year performance period)

Five years

PSA

Performance measured

STIP

Performance measuredDeferredshares

Three years

Base salary

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sept

Oct

Nov

Dec

Jan

Feb

Mar

Apr

May

2020

2020

2020

2020

2020

2020

2020

2020

2020

2020

2020

2020

2021

2021

2021

2021

2021

Annual Report 2020 | riotinto.com 167

Implementation Report continued

TSR

We use relative TSR against the EMIX Global Mining Index and the MSCI World Index as two-thirds of our performance measures when we determine the vesting of PSA granted in 2016. The remaining third is based on the improvement in EBIT margin relative to the comparator group.

The effect of this performance on the value of shareholdings, as measured by TSR delivered over the past five years, based on the sum of dividends paid and share price movements during each calendar year, is detailed in the table below.

Total

Dividends paid

Share price –

during the year

Rio Tinto plc pence

US cents per

Year

share

1 Jan

31 Dec

2016

152.5

1,980

3,159

2017

235.0

3,159

3,942

2018

307.0

3,942

3,730

2019

635.0

3,730

4,503

2020

386.0

4,503

5,470

Share price –

Rio Tinto Limited A$

1 Jan

44.71

59.90

75.81

shareholder

return (TSR)

31 Dec

Group %

59.90

41.4%

75.81

43.8%

78.47

(4.4%)

78.47

100.40

38.5%

100.40

113.83

33.9%

The data presented in this table reflects the dual corporate structure of Rio Tinto. We weight the two Rio Tinto listings to produce a Group TSR figure in line with the methodology used for the 2016 PSA.

The performance conditions for PSA are provided in the notes to table 3 on page 184.

The graph below shows Rio Tinto’s TSR performance for the 2016 PSA. It uses the same methodology as that used to calculate the vesting for the PSA granted in 2016 with a performance period that ended on 31 December 2020.

Total shareholder return

250

200

150

100

50

2015

2016

2017

2018

2019

2020

Rio Tinto

EMIX Global Mining

MSCI World

  • (a) TSR for the MSCI and EMIX indices has been calculated using 12 month average Return Index data for the year sourced from DataStream.

  • (b) Rio Tinto’s Group TSR has been calculated using a weighted average for Rio Tinto plc and Rio Tinto Limited. The weighting is based on the free-float market capitalisation of each entity as at the start of the period.

The following graph illustrates the TSR performance of the Group against the EMIX Global Mining Index and the MSCI World Index over the ten years to the end of 2020.

The graph meets the requirements of Schedule 8 of the UK Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and is not an indication of the likely vesting of PSA granted in 2016.

Total shareholder return

300

250

200

150

100

50

0

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

Rio TintoEMIX Global Mining

MSCI World

  • (a) TSR has been calculated using spot return index data as at the last trading day for the year sourced from DataStream. The indices chosen are those used for measuring PSA performance.

  • (b) Rio Tinto’s Group TSR has been calculated using a weighted average for Rio Tinto plc and Rio Tinto Limited. The weighting is based on the free-float market capitalisation of each entity as at the start of the period.

The following table summarises the average vesting of PSA for executive directors since 2016. The estimated outcome for the 2015-2019 performance period, reported in the 2019 Annual Report of 67.9%, has been restated with the actual outcome of 76.0% The overall vesting level for the 2016-2020 performance period is an estimate based on the estimated EBIT margin outcome.

% of award

Performance period

Vesting year

vested

2013-16

2017

50.5

2013-17

2018

66.7

2014-18

2019

43.0

2015-19

2020

76.0

2016-20

2021

66.7

Average vesting

60.6

Past-director payments

As previously disclosed, in light of the ongoing investigations by regulators in relation to the Simandou iron ore project in Guinea, a deed of deferral was mutually agreed between Rio Tinto and the former Chief Executive, Sam Walsh, as a matter of good corporate governance. The principal provision of this deed was that his incentive plan awards, which would have otherwise vested up to 2021, would be subject to a three-stage deferral.

Following an independent confidential and binding dispute resolution process, a determination was made that the first-stage deferral, which would have been payable on 31 December 2018 together with associated dividends and interest, should be paid to Sam Walsh. In accordance with this decision, an amount of A$7,304,309, less statutory deductions, was paid to him on 13 March 2020.

In light of the decision taken under the binding dispute resolution, combined with no further material information having emerged, the Board concluded that Sam Walsh should receive the second-stage deferral, payable on 31 December 2020 together with associated dividends and interest. Accordingly, he received payment of a further A$17,574,205, less statutory deductions, on 31 December 2020.

In accordance with the terms of his retirement arrangements and deed of deferral, and continued trailing tax compliance obligations, Sam Walsh continued to receive personal tax compliance services. The total gross cost of these services in 2020 was A$33,897.

A final disclosure with respect to the third-stage deferral will be made in the 2021 directors’ Remuneration Report.

Loss of office payments

Jean-Sébastien Jacques stepped down from his role as an executive director and Chief Executive on 1 January 2021. He will remain on garden leave until 31 March 2021 and receive his base salary and contractual benefits including benefits-in-kind and pension (contributions or cash allowance in lieu) up to his termination date. He is eligible to receive payments of £519,000 in lieu of his remaining unworked notice of approximately five months which will be paid in monthly instalments and remain subject to mitigation. He will also receive payment of £215,000 for statutory accrued and unused annual and long service leave in line with relevant legislation and policy. Outstanding LTIP awards will be treated in accordance with eligible leaver provisions of each plan and in accordance with our Policy, with pro-rating for service where applicable, up to 31 March 2021. All LTIP awards will vest on their normal vesting dates with the PSAs remaining subject to achievement of applicable performance conditions. Under the terms of his settlement agreement, Jean-Sébastien Jacques must comply with a two year post-employment holding requirement.

Incoming director remuneration

Jakob Stausholm was appointed as the Chief Executive effective 1 January 2021.

The remuneration package offered to the new Chief Executive has been aligned with the new Policy and is comprised of the following elements:

  • – A base salary of £1,150,000. The next salary review will be in March 2022.

  • – Target STIP opportunity of 100% of base salary (with a maximum opportunity of 200% of base salary).

  • – LTIP award of up to 400% of base salary.

  • – A reduced company pension contribution of 14% of base salary.

  • – Other benefits include company provided health-care coverage, and continued eligibility to participate in the all-employee share plans.

– A minimum shareholding requirement of 400% of base salary (including a two-year post-employment holding requirement) applies.

Chief Executive pay ratio

The ratio of the total remuneration of the Chief Executive to the median total remuneration of all Rio Tinto employees for 2020 was 81:1 (2019: 68:1, restated for actual 2015 PSA vesting). This has been calculated using the single total figure of remuneration for the Chief Executive (£7.22 million) and the median employee in the Group (c.£90,000).

The ratio is primarily driven by the percentage of total remuneration that is performance related and reflects the increased LTIP vesting outcomes for 2020 compared to 2019. This further demonstrates the alignment to the shareholder experience as measured by total shareholder return.

The Committee continues to be mindful of the relationship between executive remuneration and that of our broader workforce. The Committee’s decision making will continue to be supported by regular and detailed reporting on these matters.

As the company employs fewer than 250 employees in the UK, this analysis has been provided on a voluntary basis.

Annual Report 2020 | riotinto.com 169

Implementation Report continued

Gender pay

Rio Tinto is committed to ensuring that employees with similar skills, knowledge, qualifications, experience and performance are paid equally for the same or comparable work.

The company’s statement on pay equity, and our approach to diversity and inclusion, are set out on pages 75-76, and on our website.

An additional voluntary disclosure on UK gender pay reporting is set out on our website.

Relative spend on remuneration

The table below shows our relative spend on remuneration across our global employee population and distributions to shareholders in the year. We have also shown other significant disbursements of the company’s funds for comparison.

Difference in

Stated in US$m

2020

2019

spend

Remuneration paid(a)

4,770

4,522

248

Distributions to shareholders(b)

6,340

11,886

(5,546)

Purchase of property, plant and equipment and intangible assets(c)

6,189

5,488

701

Corporate income tax paid(c)

5,289

4,549

740

(a) Total employment costs for the financial year as per note 5 to the financial statements.

  • (b) Distributions to shareholders include equity dividends paid to owners of Rio Tinto and own shares purchased from owners of Rio Tinto as per the Group cash flow statement.

  • (c) Purchase of property, plant and equipment and intangible assets, and corporate income tax paid during the financial year are as per the Group cash flow statement and are calculated as per note 1 to the financial statements.

Change in director and employee pay

In the table below we compare the changes from 2019 to 2020 in salary, benefits and annual incentives of the directors to that of the Australian employee population.

Percentage change in salary/fees paid

Percentage change in other benefits paid(a)Percentage change in annual incentive(b)

Chief Executive

Chief Financial Officer Non-executive directorsJean-Sébastien Jacques Jakob Stausholm Simon Thompson Megan Clark David Constable Simon Henry Sam Laidlaw Michael L’Estrange(c) Simon McKeon

2

(28)

2

34

(100) 29

0

3

1

(54)

12

(83)

3

(88)

8

(87)

46

(71)

9

(72)Rio Tinto plc workforce(d)

Australian workforce(d)

n/a 4

5

19

  • (a) The change in non-executive director benefits paid reflects the reduction in travel allowances paid in 2020 as a result of COVID-19 travel restrictions.

  • (b) The percentage change in annual incentive compares the incentive outcomes for the 2019 performance year to that for the 2020 performance year.

  • (c) The increase in Michael L’Estrange’s fees includes additional fees for leading the Board Review.

  • (d) Since Rio Tinto plc, the statutory entity for which this disclosure is required, does not have any employees, we have included voluntary disclosure of the change in employee pay for our Australian employees which make up more than 40% of our employee population.

What we paid our Chairman and non-executive directors

Positions held

We list the non-executive directors who held office during 2020 below. Each held office for the whole of 2020 unless otherwise indicated. Their years of appointment are reported in “Board of Directors” on pages 116-117.

Name

Title

Simon Thompson

Chairman

Megan Clark

Non-executive director

David Constable

Non-executive director

Hinda Gharbi

Non-executive director (from 1 March 2020)

Simon Henry

Non-executive director

Sam Laidlaw

Non-executive director

Michael L’Estrange

Non-executive director

Simon McKeon

Non-executive director

Jennifer Nason

Non-executive director (from 1 March 2020)

Ngaire Woods

Non-executive director (from 1 September 2020)

Annual fees payable

The table below shows the annual fees paid in 2020 and payable in 2021, to the Chairman and non-executive directors.

2021

2020

Director fees

Chairman’s fee

£730,000

£730,000

Non-executive director base fee

£95,000

£95,000

Non-executive director base fee for Australian residents

£105,000

£105,000

Senior independent director

£45,000

£45,000

Committee fees

Audit Committee Chairman

£40,000

£40,000

Audit Committee Member

£25,000

£25,000

Remuneration Committee Chairman

£35,000

£35,000

Remuneration Committee Member

£20,000

£20,000

Sustainability Committee Chairman

£35,000

£35,000

Sustainability Committee Member

£20,000

£20,000

Nominations Committee Member

£7,500

£7,500

Meeting allowances

Long distance (flights over 10 hours per journey)

£10,000

£10,000

Medium distance (flights of 5-10 hours per journey)

£5,000

£5,000

The Chairman’s fee is determined by the Committee and was last increased on 1 July 2013. All other fees are subject to review by the Board on the recommendation of the Chairman’s Committee.

The Chairman’s Committee conducted a review of non-executive director fees in November 2020. Following this review, it was determined that all fees and travel allowances should remain unchanged.

The additional £10,000 allowance for eligible Australian directors is to compensate them for additional UK National Insurance contributions which, unlike directors based in other jurisdictions, they are not able to offset against their local tax payments.

We set out details of each element of remuneration, and the single total figure of remuneration, paid to the Chairman and non-executive directors during 2020 and 2019 in US dollars in table 1b on page 178. No post-employment, termination or share-based payments were made. Statutory minimum superannuation contributions for non-executive directors are deducted from the director’s overall fee entitlements when these are required by Australian superannuation law.

The total fee and allowance payments made to the Chairman and non-executive directors in 2020 are within the maximum aggregate annual amount of £3 million set out in the Group’s constitutional documents, approved by shareholders at the 2009 AGMs.

Share ownership policy for non-executive directors

Rio Tinto has a policy that encourages non-executive directors to build up a shareholding equal in value to one year’s base fee within three years of their appointment. Details of non-executive directors’ share interests in the Group, including total holdings, are set out in table 2 on page 179.

Non-executive directors’ share ownership

The non-executive directors’ shareholdings are calculated using the market price of Rio Tinto shares on the latest practicable date before this report was published (5 February 2021):

Share ownership level at

Share ownership level at

31 December 2020 as a multiple of

31 December 2019 as a multiple of

Director

base fee (or Chairman’s fee)

base fee (or Chairman’s fee)

Simon Thompson

Megan Clark

3.9

2.9

David Constable

1.5

1.1

Hinda Gharbi

0.9

Simon Henry

0.9

0.2

Sam Laidlaw

4.4

3.3

Michael L’Estrange

1.9

1.5

Simon McKeon

6.1

5.0

Jennifer Nason

1.1

Ngaire Woods

4.4 (0.6)

3.3 (0.4)

Annual Report 2020 | riotinto.com 171

Implementation Report continued

STIP

Overview of STIP weightings and measures for 2020

The following table shows the measures and weightings used to determine STIP awards for executives in 2020.

Weighting for executive directors

and Group executives

Weighting for PGCEOs

Safety – split between standalone binary measure for fatality, AIFR and SMM

20%

20%

Financial measures split equally between underlying earnings and STIP free cash flow for the Group

50%

20%

Financial measures split equally between underlying earnings and STIP free cash flow for the relevant product group

0%

30%

Individual measures based on key strategic initiatives of each role and contribution to overall company performance

30%

30%

The Group safety result was 74% of maximum and the average performance against safety goals for executives was above “target”.

Detailed commentary on the performance of each product group is on pages 43-61. Average performance against the individual product group financial goals was above “target”.

The Committee reviewed the individual performance of executives who are not executive directors and who are eligible for a 2020 STIP payout and approved individual performance scores ranging from “target” to above “target” performance.

The 2020 STIP awards are detailed in the table below.

(000’s)

Bold Baatar

136.0%

£767

Alfredo Barrios

147.0%

C$1,535

Mark Davies(b)

136.6%

A$316

Vera Kirikova

142.6%

£643

Barbara Levi

142.6%

£627

Stephen McIntosh(c)

141.0%

A$1,116

Simone Niven

0%

£0

Chris Salisbury

0%

A$0

Arnaud Soirat

144.2%

£814

Peter Toth(b)

136.6%

£151

Simon Trott

142.6%

S$1,390

Ivan Vella(d)

132.8%

A$224

Percentage of:

2020 STIP

award

Maximum STIP

Maximum STIP

Target STIP

(% of salary)(a) 2020 STIP award

awarded

forfeited

awarded

68.0%

32.0%

136.0%

73.5%

26.5%

147.0%

68.3%

31.7%

136.6%

71.3%

28.7%

142.6%

71.3%

28.7%

142.6%

70.5%

29.5%

141.0%

0%

100%

0%

0%

100%

0%

72.1%

27.9%

144.2%

68.3%

31.7%

136.6%

71.3%

28.7%

142.6%

66.4%

33.6%

132.8%

  • (a) Results out of 100% have been rounded to one decimal place and STIP awards have been rounded to the nearest thousand units. As the actual STIP awards do not use rounding conventions, small rounding variances may occur.

  • (b) STIP award for the period 1 October to 31 December 2020.

  • (c) STIP award for the period 1 January to 30 September 2020.

  • (d) STIP award for the period 15 September to 31 December 2020.

STIP measures, weightings and targets for 2021

The STIP measures and weightings for executives will be 50% for financial, 20% safety (both unchanged from 2020), 15% for ESG and 15% for individual. Some ESG-related aspects were previously embedded within the 30%-weighted individual component. From 2021 onwards, this has been split into a standalone ESG component of 15% and a reduced individual component of 15%. The individual component will continue to reflect key objectives set across our strategic pillars, which for the Chief Executive will include objectives related to evolving the organisational culture.

The financial and individual targets that have been set for 2021 are considered by the Board to be commercially sensitive. As such, the specific targets for these measures, and the performance against them, are expected to be described retrospectively in the 2021 Implementation Report. The Group financial targets relate to underlying earnings and free cash flow.

2021 ESG measures, weightings and targets

The ESG challenge is complex and evolving. The insight gained during the consultations with investors on the Policy and via other channels on this topic was helpful in finalising our approach for 2021. Given the long-term nature of many of the ESG challenges and the focus and stability needed to mobilise our company and teams effectively across the different aspects of ESG, the Committee considered carefully whether to incorporate ESG metrics into the long-term incentives. In the context of evolving expectations as to what good looks like and the desire to set meaningful, transparent and measurable targets, on balance, the Committee decided to further embed ESG in the short-term incentive.

As we gain experience and improve our ability to set targets across the three ESG pillars and measure progress, we may replace and/or amend ESG metrics and targets included in the STIP in future years. Other ESG related objectives outside of STIP will continue to be actively managed and may form part of business leaders’ individual performance objectives. In selecting the focus areas and metrics for the ESG component, we have been conscious and mindful of the need to set credible stretch targets aligned to our strategic agenda that are transparent and measurable whilst recognising some inevitable limitations of what is possible.

The ESG metrics and targets for 2021 set out below were considered and approved by the Remuneration Committee and the Sustainability Committee.

WeightingGroup STIP metrics

Target Outstanding out of 100%*

Environment (‘E’)

Approve 0.22Mt CO2e of abatement projects1

0.22Mt CO2e

0.37Mt CO2e

2.5%

Delivery of goals to progress scope 3 partnership strategy

3 out of 4

4 out of 4

2.5%

Social (‘S’)

Percentage point increase of women in the overall workforce against 2020 baseline2

2%

3%

5%

Governance (‘G’)

Support delivery of Group Communities and Social Performance improvements and

(GIA review)3

(GIA review)3

2.5%

cultural awareness training

Improved assurance and risk management processes

(GIA review)3

(GIA review)3

2.5%

15.0%

1. Excludes closures and in addition of abatements already approved in 2020, which include the 0.08Mt CO2e Pilbara solar project and the 0.14Mt CO2e Kennecott RECs, for a combined 0.5Mt CO2e of

  • approved abatement projects over 2020 and 2021.

  • 2. Improvement measured against a baseline of 20.1% for the total workforce based on managed operations as of 31 December 2020. Employees in operations and general support make up almost 60% of our workforce and the representation of women has remained constant at around 14%. Any improvement in the overall gender balance will require a significant improvement in this category. Improvement to get to target will require the recruitment of 889 women.

  • 3. Group Internal Audit (GIA) will perform an end of year certification of performance for each objective against a detailed baseline plan set out in the Trusted Partnership Program (TPP). The TPP was established in response to the Board Review which identified six priorities which have been mapped to a number of topic areas across three groupings: the Iron Ore product group, Australia and Group. Within each topic area there are multiple workstreams that cover the specific requirements contained in the Board Review and other activities identified through the engagement to date, each with an accountable lead. Progress is reported to the Board Sustainability Committee on a regular basis. The TPP is a multi-year effort requiring substantive change and focus at all levels of the Group and across multiple dimensions. The 2021 ‘G’ objectives are part of the Group wide topic area of Social Performance, Function, Assurance and Organisation Alignment. We believe that achieving outstanding across all priorities and focus areas of the TPP would be industry leading.

*

No payout below target. Payout of 50% of maximum for achieving target, going up in a straight line to outstanding.

2021 safety measures, weightings and targets

Target

Maximum

Fatality(1)

If a fatality occurs, there is no payment

An outcome of outstanding is paid if no fatality

made in relation to this measure

occurs.

AIFR

0.4

0.33

0.3 (with zero permanent disabling injuries (PDI))

SMM (basic and evolving assets)(2)

Sustained end of year 2020 score

Improvement of 1 point

Improvement of 2 points or achieve 7.5,

whichever is less

SMM (advanced assets)(2)

Sustained end of year 2020 score

Improvement of 0.5 or achieve a total

Improvement of 1.5 or achieve a total score of

score of 7.4, whichever is less

8.4, whichever is less

1.

The metric will apply equally across all executives, regardless of the location of any fatality.

2. The 2020 SMM assessment outcomes at each individual asset of 5.4 will serve as the baseline scores for 2021. In the course of the year, as part of the continued embedding of SMM, further sites will be added and baseline assessment completed at each individual asset. This will be fully disclosed in the 2021 director’s Remuneration Report.

Share ownership

The following table shows the share ownership level for members of the Executive Committee as a multiple of base salary.

Share ownership level at 31 December 2020 as a multiple of base salary

Bold Baatar 4.1

Alfredo Barrios 8.0

Mark Davies 2.4

Vera Kirikova 2.2

Barbara Levi 0.2

Arnaud Soirat 3.4

Peter Toth 3.0

Simon Trott 3.9

Ivan Vella 1.0

Share ownership level is calculated using the market price of Rio Tinto shares on the latest practicable date before this report was published (5 February 2021), and we define “share ownership” on page 154.

Annual Report 2020 | riotinto.com 173

Implementation Report continued

Departures from the Executive Committee

Chris Salisbury

Chris Salisbury stepped down from the Executive Committee as Chief Executive, Iron Ore with effect from 11 September 2020, and left the Group on 31 December 2020. Until this date, he received his base salary and contractual benefits including benefits-in-kind and pension (contributions or cash allowance in lieu) up to his termination date. As part of the Juukan Gorge malus adjustment, his 2020 STIP was forfeited (2019: A$1,110,000).

He received his contractual payment of A$718,000 in lieu of his remaining unworked notice of approximately eight months. He also received payment of A$1,687,000 for statutory accrued and unused annual and long service leave in line with Australian legislation and policy. Outstanding LTIP awards will be treated in accordance with eligible leaver provisions of each plan and in accordance with our Policy, with pro-rating where applicable, up to 31 December 2020. All LTIP awards will vest on their normal vesting dates with PSA remaining subject to achievement of any applicable performance conditions.

Stephen McIntosh

Stephen McIntosh stepped down from the Executive Committee on 30 September 2020 and left the Group on 31 December 2020. He continued to receive his normal base salary and other contractual benefits until 31 December 2020. He will remain eligible to receive a STIP award for the period 1 January 2020 to 31 December 2020, which will be calculated on actual business and individual performance and will be paid fully in cash in March 2021. Outstanding LTIP awards will be treated, where required, in accordance with eligible leaver provisions of each plan with pro-rating, where applicable, up to 31 December 2020. Stephen received a contractual payment of A$ 85,768 in lieu of unused annual leave and long-service leave as at his termination date in line with Australian legislation and policy.

Simone Niven

The Board Review resulted in recommendations on the structure of cultural heritage management which substantially altered the scope of the Corporate Relations portfolio. The change to the portfolio meant that the role of Group Executive, Corporate Relations was going to be restructured. As a result, Simone Niven stepped down from the Executive Committee, and left the Group on 31 December 2020. Until this date, she received her base salary and contractual benefits including benefits-in-kind and pension (contributions or cash allowance in lieu) up to her termination date. As part of the Juukan Gorge malus adjustment, her 2020 STIP was forfeited (2019: £525,189). She received her contractual payment of £307,000 in lieu of her remaining unworked notice of approximately eight months. Consistent with our severance practice in the UK, she received a further severance payment of £448,000 based on her approximately 12 years of service. She also received payment of £49,000 for statutory accrued and unused annual leave in line with UK legislation and policy. Outstanding LTIP awards will be treated in accordance with eligible leaver provisions of each plan and in accordance with our Policy, with pro-rating where applicable, up to 31 December 2020. All LTIP awards will vest on their normal vesting dates with PSA remaining subject to achievement of any applicable performance conditions.

Service contracts

All executives have service contracts which can be terminated by the company with 12 months’ notice in writing, or by the employee with six months’ notice in writing, or immediately by the company by paying base salary only in lieu of any unexpired notice.

Name

Position(s) held during 2020

Date of appointment to position

Other executives

Bold Baatar

Chief Executive Energy & Minerals

1 December 2016

Alfredo Barrios

Chief Executive Aluminium

1 June 2014

Mark Davies

Group Executive Safety, Technical & Projects

1 October 2020

Vera Kirikova

Group Executive Human Resources

1 January 2017

Barbara Levi

Group Executive Group General Counsel

1 January 2020

Arnaud Soirat

Chief Executive Copper & Diamonds

2 July 2016

Peter Toth

Group Executive Strategy & Development

1 October 2020

Simon Trott

Chief Commercial Officer

1 January 2018

Ivan Vella

Interim Chief Executive Iron Ore

15 September 2020

Other share plans

All employee share plans

The Committee believes that all employees should be given the opportunity to become shareholders in our business, and that share plans help engage, retain and motivate employees over the long-term. Rio Tinto’s share plans are therefore part of its standard remuneration practice, to encourage employee share ownership and create alignment with the shareholder experience. Executives may participate in broad-based share plans that are available to Group employees generally and to which performance conditions do not apply.

A global employee share purchase plan is normally offered to all eligible employees unless there are local jurisdictional restrictions. Under the plan, employees may acquire shares up to the value of US$5,000 (or equivalent in other currencies) per year, or capped at 10% of their base salary if lower. Each share purchased will be matched by the company, providing the participant holds the shares, and is still employed, at the end of the three-year vesting period.

Approximately 22,000 (50%) of our employees are shareholders as a result of participating in these plans. In the UK, these arrangements are partially delivered through the UK Share Plan which is a UK tax approved arrangement. Under this plan, eligible participants may also receive an annual award of Free Shares up to the limits prescribed under UK tax legislation.

Management Share Awards (MSA)

The MSA are designed to help the Group attract the best staff in a competitive labour market, and to retain key individuals as we deliver our long-term strategy. MSA are conditional awards that are not subject to a performance condition. They vest at the end of three years subject to continued employment. Shares to satisfy the awards are bought in the market or re-issued from treasury. Executive Committee members are not eligible for the MSA after appointment.

Dilution

Awards under the 2013 Performance Share Plan, the 2018 EIP and all employee plans may be satisfied by, in the case of Rio Tinto plc, treasury shares or the issue of new shares or the purchase of shares in the market. In the case of Rio Tinto Limited, the plans are satisfied by the purchase of shares in the market and can be satisfied by the issue of new shares.

In the UK, the Investment Association has issued corporate governance guidelines in relation to the amount of new shares that may be issued having regard to the total issued share capital. Under the guidelines, the rules of a scheme must provide that commitments to issue new shares or reissue treasury shares, when aggregated with awards under all of a company’s other schemes, must not exceed 10% of the issued ordinary share capital (adjusted for share issuance and cancellation) in any rolling ten-year period.

Furthermore, commitments to issue new shares or reissue treasury shares under executive (discretionary) schemes should not exceed 5% of the issued ordinary share capital of a company (adjusted for share issuance and cancellation) in any rolling ten-year period. This may be exceeded where vesting is dependent on the achievement of significantly more stretching performance criteria. Rio Tinto plc is in compliance with these guidelines. As at

31 December 2020 these limits had not been exceeded.

In Australia, as a condition of relief from prospectus requirements, the Australian Securities and Investments Commission has imposed a cap on the issue of shares to employees of 5% of issued capital during a three-year period. As Rio Tinto Limited satisfies awards by market purchase, Rio Tinto Limited is in compliance with this requirement.

All other share awards are satisfied by shares that are purchased in the market. Further information in respect of the share plan arrangements and outstanding balances under each plan can be found in note 41 to the financial statements.

Shareholder voting

In the table below, we set out the results of the remuneration-related resolutions approved at the Group’s 2020 AGMs and the Group’s 2018 AGMs for the current Policy. Our meetings with shareholders in 2020 were well attended and provided an opportunity for the Committee Chairman to discuss remuneration-related topics with shareholders.

Votes

Resolution

Votes against

withheld(a)

Approval of the Directors’ Remuneration Report: Implementation Report

1,137,495,323 1,062,225,236

75,270,087

26,050,466

93.4%

6.6%

Approval of the Directors’ Remuneration Report

1,145,929,618 1,062,051,718

83,877,900

17,616,089

92.7%

7.3%

Approval of the Remuneration Policy (2018)

1,209,963,085 1,157,103,709

52,859,376

37,598,712

95.6%

4.4%

175

Total votes cast

Votes for

(a) A vote “withheld” is not a vote in law, and is not counted in the calculation of the proportion of votes for and against the resolution.

Governance

Implementation Report

continued

Table 1a – Executives’ remuneration

Stated in US$’000(a)

Base salary

Executive directors

Jean-Sébastien Jacques

2020

1,487

366

2019

1,447

1,118

350

Jakob Stausholm

2020

1,012

768

235

2019

989

573

223

Other executives

Bold Baatar

2020

719

522

162

2019

683

398

148

Alfredo Barrios

2020

777

601

249

2019

769

383

247

Mark Davies(f)

2020

159

121

627

Vera Kirikova

2020

573

437

144

2019

536

312

129

Barbara Levi

2020

565

427

114

Stephen McIntosh(g)

2020

544

857

84

2019

717

414

150

Simone Niven

2020

573

132

2019

536

345

124

Chris Salisbury(h)

2020

509

134

2019

717

387

179

Arnaud Soirat

2020

719

553

162

2019

683

465

148

Peter Toth(f)

2020

141

103

17

Simon Trott

2020

704

525

26

2019

691

416

26

Ivan Vella(i)

2020

117

129

49

Notes to table 1a – Executives’ remuneration

Short-term benefits

Other

Non-

cash-based

monetary

Total short-term

Cash bonus(b) benefits(c)

benefits(d)(e)

benefits

40

1,893

64

2,979

79

2,094

57

1,842

36

1,439

56

1,285

106

1,733

123

1,522

74

981

31

1,185

19

996

76

1,182

70

1,555

81

1,362

18

723

17

1,022

50

693

53

1,336

60

1,494

61

1,357

7

268

53

1,308

23

1,156

12

307

(a) “Table 1a – Executives’ remuneration” is reported in US$ using A$1 = US$0.69082; £1 = US$1.28379; C$1 = US$0.74644; S$1 = US$0.72538 (2020 average rates), except for cash bonuses which use A$1 = US$0.76820; £1 = US$1.36027; C$1 = US$0.78342; S$1 = US$0.75537 (2020 year-end rates).

  • (b) “Cash bonus” relates to the cash portion of the 2020 STIP award to be paid in March 2021.

  • (c) “Other cash-based benefits” typically include cash in lieu of a car and fuel and, where applicable, cash in lieu of company pension or superannuation contributions.

  • (d) “Non-monetary benefits” for executives include healthcare coverage, provision of a car, professional tax compliance services/advice and flexible perquisites.

  • (e) “Non-monetary benefits” for executives living outside their home country include international assignment benefits comprising, where applicable, housing, education, relocation expenses, tax equalisation and related compliance services, assignee and family home leave trips and international assignment payments made to and on their behalf.

  • (f) The details for 2020 reflect remuneration for the period 1 October to 31 December 2020.

  • (g) The details for 2020 reflect remuneration for the period 1 January to 30 September 2020.

  • (h) The details for 2020 reflect remuneration for the period 1 January to 11 September 2020.

  • (i) The details for 2020 reflect remuneration for the period 15 September to 31 December 2020.

Implementation Report

Stated in US$’000(a)

Executive directors

Long-term benefits: Value of shared-based awards(j)

BDA(l)

PSA

MSA

Jean-Sébastien Jacques

2020

1,661

9,732

11

22

2019

1,047

3,028

8

27

Jakob Stausholm

2020

362

808

3

7

2019

174

491

1

15

Other executives

Bold Baatar

2020

396

1,549

4

7

2019

327

1,071

6

8

13

Alfredo Barrios

2020

466

2,209

3

21

2019

472

1,675

4

21

Mark Davies

2020

42

57

38

1

4

Vera Kirikova

2020

331

1,087

5

7

2019

242

713

3

8

13

Barbara Levi

2020

100

86

354

17

Stephen McIntosh

2020

639

3,605

8

72

2019

398

1,070

7

4

47

Simone Niven

2020

514

2,808

5

19

2019

270

794

3

5

18

Chris Salisbury

2020

592

3,761

13

2019

389

1,149

8

17

Arnaud Soirat

2020

457

1,597

1

7

2019

402

1,117

8

5

13

Peter Toth

2020

42

105

51

1

1

Simon Trott

2020

328

969

6

3

168

2019

211

694

48

4

165

Ivan Vella

2020

26

79

50

1

4

Post-employment benefits(n)

Other

post-

Pension and employment

Termination

Total

Currency of

Others(m) superannuation benefits

benefits

remuneration(o)

actual payment

13,319(k)

£

7,089

£

3,274

£

2,523

£

3,395

£

2,710

£

4,432

C$

3,694

C$

1,123

A$

2,615

£

1,975

£

1,739

£

59

5,938(k)

A$

2,888

A$

1,054

5,123(k)

£

2,112

£

1,676

6,735(k)

A$

2,899

A$

3,556

£

2,902

£

468

£

2,782

S$

2,278

S$

467

A$

(j) The value of share-based awards has been determined in accordance with the recognition and measurement requirements of IFRS2 “Share-based Payment”. The fair value of awards granted as

Management Share Awards (MSA), Bonus Deferral Awards (BDA) and Performance Share Awards (PSA) have been calculated at their dates of grant using valuation models provided by external consultants, Lane Clark and Peacock LLP, including an independent lattice-based option valuation model and a Monte Carlo valuation model which take into account the constraints on vesting attached to these awards. Further details of the valuation methods and assumptions used for these awards are included in note 41 (Share-based Payments) in the financial statements. The fair value of other share-based awards is measured at the purchase cost of the shares from the market. The non-executive directors do not participate in the long-term incentive share plans.

  • (k) This includes an accelerated accounting charge under IFRS 2 for unvested share based awards that are retained on termination of employment, which remain subject to performance testing and pro-ration, as applicable. This does not reflect amounts actually paid in 2020 or the value of the share awards that will ultimately vest. Excluding this accelerated accounting charge, the total remuneration figure for 2020 would have been US$7,105 for Jean-Sébastien Jacques, US$3,728 for Chris Salisbury, US$3,087 for Stephen McIntosh and US$3,233 for Simone Niven (all figures stated in US$’000).

  • (l) “BDA” represents the portion of the 2017 – 2020 STIP awards deferred into Rio Tinto shares.

  • (m) “Others” includes the Global Employee Share Plan (myShare) and the UK Share Plan.

  • (n) The costs shown for defined benefit pension plans and post-retirement medical benefits are the service costs attributable to the individual, calculated in accordance with IAS 19. The cost for defined contribution plans is the amount contributed in the year by the company.

  • (o) “Total remuneration” represents the disclosure of total emoluments and compensation required under the Australian Corporations Act 2001 and applicable accounting standards.

Further details in relation to aggregate compensation for executives, including directors, are included in note 37 (Directors’ and key management remuneration).

Annual Report 2020 | riotinto.com 177

Governance

Implementation Report

continued

Table 1b – Non-executive directors’ remuneration

Post-

Single total

Fees and

Non-monetary

employment

figure of

Currency of

Stated in US$’000(a)

allowances(b)

benefits(c)

benefits

remuneration(d)

actual payment

Chairman

Simon Thompson

2020

937

2

939

£

2019

932

2

934

£

Non-executive directors

Megan Clark

2020

210

10

20

240

A$

2019

240

21

23

284

A$

David Constable

2020

196

5

201

£

2019

252

23

275

£

Hinda Gharbi(e)

2020

157

5

162

£

Simon Henry

2020

209

5

214

£

2019

241

4

245

£

Sam Laidlaw

2020

260

4

264

£

2019

270

3

273

£

Michael L’Estrange

2020

208

4

15

227

A$

2019

172

13

16

201

A$

Simon McKeon

2020

233

5

1

239

A$

2019

228

14

22

264

A$

Jennifer Nason(e)

2020

152

1

153

£

Ngaire Woods(f)

2020

60

60

£

(a) The remuneration is reported in US$. The amounts have been converted using the relevant 2020 average exchange rates of £1 = US$1.28379 and A$1 = US$0.69082 (1 January to 31 December 2020 average).

  • (b) “Fees and allowances” comprises the total fees for the Chairman and all non-executive directors, and travel allowances for the non-executive directors (other than the Chairman). The payment of statutory minimum superannuation contributions for Australian non-executive directors is required by Australian superannuation law. These contributions are included in the “Fees and allowances” amount disclosed for Australian non-executive directors.

  • (c) “Non-monetary benefits” include, as in previous years, amounts which are deemed by the UK tax authorities to be benefits in kind relating largely to the costs of non-executive directors’ expenses in attending Board meetings held at the company’s UK registered office (including associated hotel and subsistence expenses) and professional tax compliance services/advice. Given these expenses are incurred by directors in the fulfilment of their duties, the company pays the tax on them.

  • (d) Represents disclosure of the single total figure of remuneration under Schedule 8 of the Large- and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and total remuneration under the Australian Corporations Act 2001 and applicable accounting standards.

  • (e) The amounts reported for Hinda Gharbi and Jennifer Nason reflect the period of active Board membership from 1 March 2020 to 31 December 2020.

  • (f) The amounts reported for Ngaire Woods reflect the period of active Board membership from 1 September 2020 to 31 December 2020.

Further details in relation to aggregate compensation for executives, including directors, are included in note 37 (Directors’ and key management remuneration).

Table 2 – Directors’ and executives’ beneficial interests in Rio Tinto shares

Rio Tinto plc(a)

Rio Tinto Limited

01 Jan

31 Dec

05 Feb

31 Dec

2020(b)

2020(c)

2021(d)

2020(b)

2020(c)

Other(f)

Directors

Megan Clark

5,770

6,370

6,370

600

David Constable(g)

2,547

2,547

Hinda Gharbi(g)

1,400

1,400

1,400

Simon Henry

500

1,500

1,500

1,000

Jean-Sébastien Jacques(g)

97,578

143,073

96,087

(45,592)

Sam Laidlaw

7,500

7,500

7,500

Michael L’Estrange

3,103

3,103

3,103

Simon McKeon

10,000

10,000

10,000

Jennifer Nason(g)

1,765

1,765

1,765

Jakob Stausholm

15,078

30,280

30,298

209

15,011

Simon Thompson

7,458

7,458

7,458

Ngaire Woods(g)

Executives

Bold Baatar

28,920

34,096

34,127

23,553

(18,346)

Alfredo Barrios

38,812

78,137

78,160

76,600

(37,252)

Mark Davies(g)

257

1,708

1,729

18,002

18,008

18,016

2,001

(515)

Vera Kirikova

6,788

11,999

12,024

9,407

(4,171)

Barbara Levi

1,768

1,768

3,380

(1,612)

Stephen McIntosh(g)

2,673

2,807

28,748

36,167

10,730

(3,177)

Simone Niven(g)

10,077

17,776

12,815

(5,116)

Chris Salisbury(g)

38,188

35,484

15,016

(17,720)

Arnaud Soirat

2,380

6,798

6,816

27,393

14,875

14,875

24,070

(32,152)

Peter Toth(g)

20,407

21,624

21,649

2,251

(1,009)

Simon Trott

169

1,731

1,731

18,391

24,730

24,751

10,850

(2,928)

Ivan Vella(g)

3,554

5,222

5,249

1,621

74

Movements

01 Jan

05 Feb

2021(d) Compensation(e)

  • (a) Rio Tinto plc ordinary shares or American Depositary Receipts.

  • (b) Or date of appointment, if later.

  • (c) Or date of retirement / date stepped down from the Executive Committee, if earlier.

  • (d) Latest practicable date prior to the publication of the 2020 Annual Report.

  • (e) Shares obtained through awards under the Rio Tinto UK Share Plan, the Global Employee Share Plan and/or vesting of the Performance Share Awards (PSA), Management Share Awards (MSA) and Bonus Deferral Awards (BDA) granted under the Group’s long term incentive plan (LTIP) arrangements.

  • (f) Share movements due to the sale or purchase of shares, or shares received under dividend reinvestment plans.

  • (g) Hinda Gharbi and Jennifer Nason joined as non-executive directors on 1 March 2020 and Ngaire Woods joined as a non-executive director on 1 September 2020 . David Constable retired as a non-executive director on 31 December 2020 and Jean-Sebastien Jacques stepped down as Chief Executive on 1 January 2021. Chris Salisbury, Stephen McIntosh and Simone Niven stepped down from the Executive Committee on 11 September 2020, 30 September 2020 and 31 December 2020 respectively. Ivan Vella joined the Executive Committee in an acting capacity on 15 September 2020, Mark Davies and Peter Toth joined the Executive Committee on 1 October 2020.

Interests in outstanding awards under LTIPs are set out in table 3 (see pages 180-184).

Annual Report 2020 | riotinto.com 179

Implementation Report continued

Table 3 – Plan interests (awards of shares under long-term incentive plans)

15 May 2018

18 Mar 2019

16 Mar 2020

15 May 2018

18 Mar 2019

16 Mar 2020

15 May 2018

18 Mar 2019

16 Mar 2020

15 May 2018

18 Mar 2019

16 Mar 2020

15 May 2018

18 Mar 2019

16 Mar 2020

15 May 2018

18 Mar 2019

16 Mar 2020

15 May 2018

18 Mar 2019

16 Mar 2020

Chris Salisbury

15 May 2018

18 Mar 2019

16 Mar 2020

Arnaud Soirat

15 May 2018

18 Mar 2019

16 Mar 2020

Jakob

18 Mar 2019

Stausholm

16 Mar 2020

Peter Toth

15 May 2018

18 Mar 2019

16 Mar 2020

Simon Trott

15 May 2018

18 Mar 2019

16 Mar 2020

Ivan Vella

15 May 2018

18 Mar 2019

16 Mar 2020

180

Market

value of

price

1 January

Lapsed/

Dividend

31 December

5 February

Vesting period

Date

Market price

award at

at award(a)(b)

2020

Awarded

cancelled

units

Vested

2020

2021

concludes

of release

at release

release US$(d)

Bonus Deferral Awards

Bold Baatar

£42.30

7,389

1,330

8,719

1 Dec 2020

1 Dec 2020

£49.79

557,320

£42.67

5,205

5,205

5,205

1 Dec 2021

£33.58

9,329

9,329

9,329

1 Dec 2022

Alfredo Barrios

£42.30

10,097

1,817

11,914

1 Dec 2020

1 Dec 2020

£49.79

761,545

£42.67

6,715

6,715

6,715

1 Dec 2021

£33.58

8,724

8,724

8,724

1 Dec 2022

Mark Davies

£42.30

1,646

296

1,942

1 Dec 2020

1 Dec 2020

£49.79

124,133

£42.67

1,534

1,534

1,534

1 Dec 2021

£33.58

2,269

2,269

2,269

1 Dec 2022

Jean-Sébastien

£42.30

21,401

3,852

25,253

1 Dec 2020

1 Dec 2020

£49.79

1,614,177

Jacques

£42.67

18,681

18,681

18,681

1 Dec 2021

£33.58

26,234

26,234

26,234

1 Dec 2022

Vera Kirikova

£42.30

6,308

1,135

7,443

1 Dec 2020

1 Dec 2020

£49.79

475,758

£42.67

4,581

4,581

4,581

1 Dec 2021

£33.58

7,317

7,317

7,317

1 Dec 2022

Stephen

A$83.61

7,569

1,204

8,773

1 Dec 2020

1 Dec 2020

A$102.55

621,509

McIntosh

A$93.17

6,467

6,467

6,467

1 Dec 2021

A$77.65

7,291

7,291

7,291

1 Dec 2022

Simone Niven

£42.30

6,713

1,208

7,921

1 Dec 2020

1 Dec 2020

£49.79

506,312

£42.67

5,766

5,766

5,766

1 Dec 2021

£33.58

8,097

8,097

8,097

1 Dec 2022

A$83.61

8,525

1,356

9,881

1 Dec 2020

1 Dec 2020

A$102.55

700,003

A$93.17

5,214

5,214

5,214

1 Dec 2021

A$77.65

6,819

6,819

6,819

1 Dec 2021

£42.30

6,328

1,139

7,467

6,328

6,328

1 Dec 2020

1 Dec 2020

£49.79

477,292

£42.67

8,913

8,913

8,913

1 Dec 2021

£33.58

10,920

10,920

10,920

1 Dec 2022

£42.67

3,022

3,022

3,022

1 Dec 2021

£33.58

13,454

13,454

13,454

1 Dec 2022

£42.30

1,851

333

2,184

1 Dec 2020

1 Dec 2020

£49.79

139,602

£42.67

1,759

1,759

1,759

1 Dec 2021

£33.58

2,096

2,096

2,096

1 Dec 2022

£42.30

1,313

236

1,549

1 Dec 2020

1 Dec 2020

£49.79

99,012

£42.67

6,140

6,140

6,140

1 Dec 2021

£33.58

9,615

9,615

9,615

1 Dec 2022

A$83.61

1,347

214

1,561

1 Dec 2020

1 Dec 2020

A$102.55

110,586

A$93.17

1,046

1,046

1,046

1 Dec 2021

A$77.65

1,201

1,201

1,201

1 Dec 2022

Market

Name

Award/grant date

Performance Share Awards (c)

Bold

Mark Davies

9 Mar 2017

15 May 2018

18 Mar 2019

16 Mar 2020

Barbara Levi

16 Mar 2020

16 Mar 2020

16 Mar 2020

Peter Toth

9 Mar 2017

15 May 2018

18 Mar 2019

16 Mar 2020

Simon Trott

9 Mar 2017

Ivan Vella

9 Mar 2017

15 May 2018

18 Mar 2019

16 Mar 2020

Market

price

1 January

Lapsed/

Dividend

at award(a)(b)

2020

Awarded

cancelled

units

A$60.14

2,638

386

£42.30

3,017

£42.67

2,669

£33.58

3,186

£33.58

3,380

£33.58

5,070

£33.58

8,450

£32.03

5,669

1,084

£42.30

3,991

£42.67

3,582

£33.58

4,099

A$60.14

2,695

405

A$60.14

2,716

397

A$83.61

3,344

A$93.17

2,856

A$77.65

1,931

Baatar

23 Mar 2015

£29.43

14,954

(3,594)

3,160

11 Mar 2016

£20.00

17,270

9 Mar 2017

£32.03

85,174

15 May 2018

£42.30

63,039

18 Mar 2019

£42.67

51,752

16 Mar 2020

£33.58

53,272

Alfredo Barrios

23 Mar 2015

£29.43

66,390

11 Mar 2016

£20.00

73,140

9 Mar 2017

£32.03

91,721

15 May 2018

£42.30

66,050

18 Mar 2019

£42.67

57,011

16 Mar 2020

£33.58

53,236

Award/grant date

Name

Management Share Awards

(15,951) 14,037

Market

Performance /

value of

31 December

5 February

vesting (MSA) period

Market price

award at

Vested

2020

2021

concludes

Date of release

at release

release US$(d)

3,024

17 Feb 2020

17 Feb 2020

A$97.88

204,475

3,017

3,017

18 Feb 2021

2,669

2,669

21 Feb 2022

3,186

3,186

20 Feb 2023

3,380

1 Sep 2020

1 Sep 2020

£45.88

199,084

5,070

5,070

1 Sep 2021

8,450

8,450

1 Sep 2022

6,753

17 Feb 2020

17 Feb 2020

£42.06

364,638

3,991

3,991

18 Feb 2021

3,582

3,582

21 Feb 2022

4,099

4,099

20 Feb 2023

3,100

27 Feb 2020

27 Feb 2020

A$90.12

192,995

3,113

17 Feb 2020

17 Feb 2020

A$97.88

210,492

3,344

3,344

18 Feb 2021

2,856

2,856

21 Feb 2022

1,931

1,931

20 Feb 2023

27 Feb 2020/

£37.16 /

411,801/

14,520

31 Dec 2019

1 Jun 2020

£43.72

330,452

17,270

17,270

31 Dec 2020

85,174

85,174

31 Dec 2021

63,039

63,039

31 Dec 2022

51,752

51,752

31 Dec 2023

53,272

53,272

31 Dec 2024

27 Feb 2020/

£37.16 /

1,828,441/

64,476

31 Dec 2019

1 Jun 2020

£43.72

1,467,558

73,140

73,140

31 Dec 2020

91,721

91,721

31 Dec 2021

66,050

66,050

31 Dec 2022

57,011

57,011

31 Dec 2023

53,236

53,236

31 Dec 2024

181

Implementation Report continued

Market

Award/grant

price at

1 January

Lapsed/

Dividend

31 December

Name

date

award(a)(b)

2020

Awarded

cancelled

units

Vested

2020

Mark

Davies

23 Mar 2015

A$58.21

2,752

(662)

456

2,546

31 Dec 2019

11 Mar 2016

A$44.57

3,153

3,153

3,153

31 Dec 2020

9 Mar 2017

A$60.14

10,555

10,555

10,555

31 Dec 2021

15 May 2018

£42.30

9,051

9,051

9,051

31 Dec 2022

18 Mar 2019

£42.67

8,008

8,008

8,008

31 Dec 2023

16 Mar 2020

£33.58

6,373

6,373

6,373

31 Dec 2024

Jean-Sébastien

Jacques(e)(g)

23 Mar 2015

£29.43

72,768

(17,483)

15,385

70,670

31 Dec 2019

11 Mar 2016

£20.00

84,005

84,005

84,005

31 Dec 2020

12 Sep 2016

£22.95

79,966

79,966

79,966

31 Dec 2020

9 Mar 2017

£32.03

184,994

184,994

184,994

31 Dec 2021

15 May 2018

£42.30

139,995

139,995

139,995

31 Dec 2022

18 Mar 2019

£42.67

125,665

125,665

125,665

31 Dec 2023

16 Mar 2020

£33.58

115,049

115,049

115,049

31 Dec 2024

Vera Kirikova

14 Sep 2015

£23.98

1,758

(424)

348

1,682

31 Dec 2019

11 Mar 2016

£20.00

5,636

5,636

5,636

31 Dec 2020

9 Mar 2017

£32.03

66,803

66,803

66,803

31 Dec 2021

15 May 2018

£42.30

45,219

45,219

45,219

31 Dec 2022

18 Mar 2019

£42.67

40,591

40,591

40,591

31 Dec 2023

16 Mar 2020

£33.58

42,576

42,576

42,576

31 Dec 2024

Barbara Levi

16 Mar 2020

£33.58

37,992

37,992

37,992

31 Dec 2024

Stephen

McIntosh (f)

23 Mar 2015

A$58.21

11,429

(2,747)

1,927

10,609

31 Dec 2019

11 Mar 2016

A$44.57

13,093

13,093

13,093

31 Dec 2020

9 Mar 2017

A$60.14

79,152

79,152

79,152

31 Dec 2021

15 May 2018

A$83.61

58,040

(7,096)

50,944

50,944

31 Dec 2022

18 Mar 2019

A$93.17

49,689

(19,993)

29,696

29,696

31 Dec 2023

16 Mar 2020

A$77.65

41,989

(30,830)

11,159

11,159

31 Dec 2024

Simone Niven(f)

23 Mar 2015

£29.43

5,041

(1,212)

1,065

4,894

31 Dec 2019

11 Mar 2016

£20.00

9,109

9,109

9,109

31 Dec 2020

9 Mar 2017

£32.03

66,803

66,803

66,803

31 Dec 2021

15 May 2018

£42.30

49,440

(6,044)

43,396

43,396

31 Dec 2022

18 Mar 2019

£42.67

44,379

(17,856)

26,523

26,523

31 Dec 2023

16 Mar 2020

£33.58

42,576

(31,261)

11,315

11,315

31 Dec 2024

Market value

5 February Performance

Market price

of award at

2021 period concludes

Date of release

at release

release US$(d)

17 Feb 2020/

A$97.88/

101,629/

1 Jun 2020

A$95.75

68,990

27 Feb 2020/

£37.16 /

2,004,096/

1 Jun 2020

£43.72

1,608,538

27 Feb 2020/

£37.16 /

47,754/

1 Jun 2020

£43.72

38,220

27 Feb 2020/

A$90.12/

390,597/

1 Jun 2020

A$95.75

286,742

27 Feb 2020/

£37.16 /

138,778/

1 Jun 2020

£43.72

111,404

Market

value of

Market

award at

Market price

1 January

Lapsed/

Dividend

31 December

5 February

Performance

price at

release

Name

Award/ grant date

at award(a)(b)

2020

Awarded

cancelled

units

Vested

2020

2021

period concludes

Date of release

release

US$(d)

Chris

27 Feb 2020/

A$90.12/

552,775/

Salisbury(f)

23 Mar 2015

A$58.21

16,175

(3,887)

2,728

15,016

31 Dec 2019

1 Jun 2020

A$95.75

405,937

11 Mar 2016

A$44.57

13,898

13,898

13,898

31 Dec 2020

9 Mar 2017

A$60.14

79,152

79,152

79,152

31 Dec 2021

15 May 2018

A$83.61

63,457

(7,758)

55,699

55,699

31 Dec 2022

18 Mar 2019

A$93.17

49,689

(19,993)

29,696

29,696

31 Dec 2023

16 Mar 2020

A$77.65

41,989

(30,830)

11,159

11,159

31 Dec 2024

Arnaud

27 Feb 2020/

A$90.12/

603,514/

Soirat

23 Mar 2015

A$58.21

17,658

(4,243)

2,979

16,394

31 Dec 2019

1 Jun 2020

A$95.75

443,177

11 Mar 2016

A$44.57

20,230

20,230

20,230

31 Dec 2020

9 Mar 2017

£32.03

85,174

85,174

85,174

31 Dec 2021

15 May 2018

£42.30

57,657

57,657

57,657

31 Dec 2022

18 Mar 2019

£42.67

56,582

56,582

56,582

31 Dec 2023

16 Mar 2020

£33.58

53,272

53,272

53,272

31 Dec 2024

Jakob

Stausholm

10 Sep 2018

£35.16

29,886

29,886

29,886

31 Dec 2022

18 Mar 2019

£42.67

79,609

79,609

79,609

31 Dec 2023

16 Mar 2020

£33.58

74,711

74,711

74,711

31 Dec 2024

Peter

17 Feb 2020/

£42.06/

377,892/

Toth

23 Mar 2015

£29.43

12,217

(2,936)

2,529

11,810

31 Dec 2019

1 Jun 2020

£43.72

270,007

11 Mar 2016

£20.00

14,808

14,808

14,808

31 Dec 2020

9 Mar 2017

£32.03

22,677

22,677

22,677

31 Dec 2021

15 May 2018

£42.30

7,982

7,982

7,982

31 Dec 2022

18 Mar 2019

£42.67

10,747

10,747

10,747

31 Dec 2023

16 Mar 2020

£33.58

8,199

8,199

8,199

31 Dec 2024

Simon

27 Feb 2020/

A$90.12/

280,777/

Trott

23 Mar 2015

A$58.21

8,216

(1,975)

1,385

7,626

31 Dec 2019

1 Jun 2020

A$95.75

206,110

11 Mar 2016

A$44.57

9,412

9,412

9,412

31 Dec 2020

9 Mar 2017

A$60.14

8,085

8,085

8,085

31 Dec 2021

15 May 2018

£42.30

57,188

57,188

57,188

31 Dec 2022

18 Mar 2019

£42.67

50,598

50,598

50,598

31 Dec 2023

16 Mar 2020

£33.58

52,838

52,838

52,838

31 Dec 2024

Ivan

17 Feb 2020/

A$97.88/

148,623/

Vella

23 Mar 2015

A$58.21

4,023

(968)

667

3,722

31 Dec 2019

1 Jun 2020

A$95.75

100,806

11 Mar 2016

A$44.57

3,072

3,072

3,072

31 Dec 2020

9 Mar 2017

A$60.14

8,149

8,149

8,149

31 Dec 2021

15 May 2018

A$83.61

13,376

13,376

13,376

31 Dec 2022

18 Mar 2019

A$93.17

8,570

8,570

8,570

31 Dec 2023

16 Mar 2020

A$77.65

3,862

3,862

3,862

31 Dec 2024

  • (a) Awards denominated in pounds sterling were for Rio Tinto plc ordinary shares of 10 pence each and awards denominated in Australian dollars were for Rio Tinto Limited shares. All awards are granted over ordinary shares.

  • (b) The weighted fair value per share of Bonus Deferral Awards and Management Share Awards granted in March 2020 was £32.74 for Rio Tinto plc and A$81.08 for Rio Tinto Limited and for Performance Share Awards was £13.54 for Rio Tinto plc and A$33.56 for Rio Tinto Limited. Conditional awards are awarded at no cost to the recipient and no amount remains unpaid on any shares awarded.

Implementation Report continued

(c) For awards granted from 2013, for the TSR component (constituting two-thirds of the award for awards granted until 2017 and constituting 100% for awards granted from 2018), where TSR performance is measured against both the EMIX Global Mining Index and the Morgan Stanley Capital World Index, the award will vest as follows:

Out-performance of the index by 6% per annum

100% award vests

Performance between equal to the index and 6% per annum out-performance

Proportionate vesting between 22.5% and 100% vesting

Performance equal to the index

22.5% award vests

Performance less than index

Nil vesting

For awards granted prior to 2018, one-third of the award is subject to an EBIT margin condition measuring the change in the EBIT margin of Rio Tinto and each of the comparator companies (measured on a “point-to-point” basis using the last financial year in the performance period and the financial year prior to the start of the performance period). This will be calculated using independent third-party data. Vesting will be subject to Rio Tinto’s interpolated ranking position using the following schedule.

Equal to or greater than 2nd ranked company

100% award vests

Between the 5th and 2nd ranked companies

Proportionate vesting between 22.5% and 100% vesting

Above the 6th ranked company

22.5% award vests

Equal to the 6th ranked company or below

Nil vesting

The TSR performance condition (two-thirds of the award) vests in February with the EBIT performance condition (one-third of the award) vesting in May. Due to the phased vesting nature of the award, details of each vest are displayed separately side by side within the table.

For awards granted from 2018 the EBIT performance condition does not apply. Instead the award is subject to the TSR measures described above, with each applied to 50% of the award.

If vesting is achieved, participants will be entitled to receive a number of additional shares whose market value reflects the aggregate cash amount of dividends that would have been received had the number of shares which have vested at the end of the performance period been held throughout the period.

  • (d) The amount in US dollars has been converted at the rate of US$1.28379 = £1 and US$0.69082 = A$1, being the average exchange rates for 2020.

  • (e) In addition to adjusting Jean-Sébastien Jacques’ 2016 PSA to take account of applicable performance conditions, this award will be further adjusted on vesting to lapse such number of shares as is equal to £1 million in line with the Board Review of cultural heritage management published on 24 August 2020.

  • (f) For Chris Salisbury, Stephen McIntosh and Simone Niven, the change in position of their Performance Share Awards to 31 December 2020 is a result of their termination on 31 December 2020 and the pro-rating their remaining unvested awards in line with normal eligible leaver rules reflecting the time employed from the date of grant up to the date of leaving, as a proportion of the first three years from the date of grant.

  • (g) For Jean-Sébastien Jacques, his PSA awards will be pro-rated on his termination date of 31 March 2021, resulting in the lapse of 120,882 shares representing approximately 21% of his holding of PSA at the date of termination. The outstanding awards remain fully subject to performance testing, representing approximately 222,400 shares on a 50% expected value basis.

  • (h) For the Performance Share Awards granted on 11 March 2016 with a performance period that concluded on 31 December 2020, 100% of the award vested in relation to the TSR portion of the award. The remaining performance condition of relative EBIT margin will be assessed later in 2021.

  • (i) The closing price at 31 December 2020 was £54.70 for Rio Tinto plc ordinary shares and was A$113.83 for Rio Tinto Limited ordinary shares. The high and low prices during 2020 of Rio Tinto plc and Rio Tinto Limited shares were £57.71 and £29.54 and A$118.60 and A$72.77 respectively.

  • (j) As of 5 February 2021, members of the Executive Committee (excluding Jean-Sébastien Jacques, Chris Salisbury, Stephen McIntosh and Simone Niven) held 1,770,341 shares awarded and not vested under long-term incentive plans. No Executive Committee member held any options.

    Table 3a – Plan interests (award of shares under all-employee share arrangements)

    Plan interests

    at

    at

    1 January

    31 December

    2020(a)

    2020(a)

    Plan interests

    myShare

    UK Share Plan

    Total activity in 2020

    Value of Matching shares awarded in

    Value of Matching shares

    year(b) vested in year(c)

    (‘000)

    (‘000)

    Value of Matching shares awarded in year(b) (‘000)Value of

    Matching shares vested in year(c) (‘000)Value of Free shares awarded in year(d) (‘000)Value of Free shares vested in year(d) (‘000)

    Grants in yearVesting in year

    (‘000)

    (‘000)

    Bold Baatar

    392.86

    2

    5

    2

    0

    5

    0

    9

    5

    472.90

    Alfredo Barrios

    235.95

    4

    6

    0

    0

    0

    0

    4

    6

    212.15

    Mark Davies

    236.28

    5

    6

    0

    0

    0

    0

    5

    6

    243.06

    Jean-Sébastien Jacques

    520.29

    0

    3

    0

    3

    5

    6

    5

    12

    418.67

    Vera Kirikova

    508.24

    2

    4

    2

    1

    5

    6

    9

    11

    473.71

    Stephen McIntosh

    219.03

    4

    7

    0

    0

    0

    0

    4

    7

    188.76

    Simone Niven

    286.00

    0

    0

    0

    0

    5

    6

    5

    6

    260.00

    Arnaud Soirat

    250.96

    2

    0

    2

    0

    5

    3

    9

    3

    350.36

    Jakob Stausholm

    60.09

    2

    0

    2

    0

    5

    0

    9

    0

    217.50

    Peter Toth

    520.29

    2

    3

    2

    3

    5

    6

    9

    12

    473.71

    Simon Trott

    260.09

    0

    7

    0

    0

    0

    0

    0

    7

    173.27

    Ivan Vella

    181.70

    3

    5

    0

    0

    0

    0

    3

    5

    162.02

  • (a) All shares shown are Rio Tinto plc shares except in the cases of Stephen McIntosh and Ivan Vella which are Rio Tinto Limited shares. Mark Davies and Simon Trott hold a combination of Rio Tinto plc and Rio Tinto Limited shares.

  • (b) myShare and UK Share Plan Matching share awards are granted on a quarterly basis (January, April, July and October) throughout the year.

  • (c) The vesting of a Matching share is dependent on continued employment with Rio Tinto and the retention of the associated Investment share purchased by the participant for three years.

  • (d) UK Share Plan Free shares vest after three years.

  • (e) UK Share Plan awards shown above and the vested Matching shares under myShare are included, where relevant, in the executive’s share interests in table 2.

  • (f) All currency figures are shown in US$ and rounded.

Audited information

Under Schedule 8 of the Large- and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended), the following information is auditable:

  • – The 2020 performance for the purposes of the STIP on page 146.

  • – The single total figure of remuneration for each director, as set out on page 161 and table 1b on page 178.

  • – Details of the directors’ total pension entitlements, as set out on page 161.

  • – Details of taxable benefits on page 161.

  • – Details of scheme interests awarded to the directors during the financial year, as set out on page 166 and table 3 and 3a on pages 180-184.

  • – Details of payments to past directors as set out on page 169.

  • – Details of shareholding ownership policy and directors’ share ownership on pages 166 and 171.

  • – Statement of the directors’ shareholdings and share interests, as set out in tables 2, 3 and 3a on pages 179-184 of the Implementation Report.

  • – STIP objectives and outcomes for 2020 as set out on pages 162-164 and LTIP outcome and award granted for 2020 as set out on pages 165-166.

The Australian Securities and Investments Commission issued an order dated 14 December 2015, under which the Remuneration Report must be prepared and audited in accordance with the requirements of the Australian Corporations Act 2001 applied on the basis of certain modifications set out in the order (as detailed on page 310). The information provided in the Remuneration Report has been audited as required by section 308 (3C) of the Australian Corporations Act 2001.

Directors’ approval statement

This directors’ Remuneration Report is delivered in accordance with a resolution of the Board, and has been signed on behalf of the Board by:

Sam Laidlaw

Chairman of the Remuneration Committee

22 February 2021

Annual Report 2020 | riotinto.com 185

Additional Statutory Disclosure

The directors present their report and audited consolidated financial statements for the year ended 31 December 2020.

Scope of this report

For the purposes of UK company law and the Australian Corporations Act 2001:

the additional disclosures under the heading ‘Shareholder information’ on pages 359-366 are hereby incorporated by reference to, and form part of, this Directors’ Report;

  • – the Strategic Report on pages 4-109 provides a comprehensive review of Rio Tinto’s operations, its financial position and its business strategies and prospects, and is incorporated by reference into, and forms part of this Directors’ Report; certain items that would ordinarily need to be included in this Directors’ Report (including an indication of likely future developments in the business of the company and the Group) have, as permitted, instead been discussed in the Strategic Report, while details of the Group’s policy on addressing financial risks and details about financial instruments are shown in note 29 to the Group financial statements; and

  • – taken together, the Strategic Report and this Directors’ Report are intended to provide a fair, balanced and understandable assessment of: the development and performance of the Group’s business during the year and its position at the end of the year; its strategy; likely developments; and any principal or emerging risks and uncertainties associated with the Group’s business.

  • – The Directors’ declaration on page 311 is also incorporated into this Directors’ Report.

For the purposes of compliance with DTR 4.1.5R(2) and DTR 4.1.8R, the required content of the ‘Management Report’ can be found in the Strategic Report or this Directors’ Report, including the material incorporated by reference.

A full report on director and executive remuneration and shareholdings can be found in the Remuneration Report on pages 140-158, which for the purposes of the Australian Corporations Act 2001, forms part of this Directors’ Report.

Dual listed structure and constitutional documents

The dual listed companies (DLC) structure of Rio Tinto plc and Rio Tinto Limited, and their constitutional provisions and voting arrangements – including restrictions that may apply to the shares of either company under specified circumstances – are described on pages 359-360.

Operating and financial review

Rio Tinto’s principal activities during 2020 were minerals and metals exploration, production and processing, development and marketing.

Subsidiary and associated undertakings principally affecting the profits or net assets of the Group in the year are listed in notes 32-35 to the financial statements.

The following significant changes and events affected the Group during 2020 and up to the date of this report:

In February 2020 Rio Tinto announced it would conduct a strategic review of the ISAL smelter in Iceland, to determine the operation’s ongoing viability and explore options to improve its competitive position.

  • – In February 2020, Rio Tinto’s subsidiary Energy Resources of Australia Ltd (ERA) announced the completion of an entitlement offer, which was underwritten by the Group. As a result of the issue of new shares to the Group, our interest in ERA has increased from 68.39% to 86.33%.

  • – In February 2020, Rio Tinto announced the appointment of three new independent non-executive directors to the board. They were Hinda Gharbi, Jennifer Nason and Ngaire Woods.

  • – In February 2020, Rio Tinto announced that it expected Pilbara iron ore shipments in 2020 to be between 324 million tonnes and 334 million tonnes (100% basis) versus previous guidance of between 330 million tonnes and 343 million tonnes.

  • – In March 2020 Rio Tinto announced that it was working with the Government of Mongolia to ensure that Oyu Tolgoi was operating in accordance with the restrictions the Mongolian authorities had put in place to contain the spread of COVID-19.

  • – In March 2020 Rio Tinto announced that as a result of separate actions by the Premier of Quebec and the President of South Africa to contain the spread of COVID-19, some of its operations would be slowed down.

  • – In March 2020, in accordance with ASX Listing Rule 3.17A.1, Rio Tinto attached proposed resolutions received under section 249N of the Australian Corporations Act 2001 for consideration by shareholders at the 2020 Rio Tinto Limited annual general meeting to be held in Brisbane, on 7 May 2020.

  • – In March 2020 Rio Tinto announced revised arrangements to its 2020 AGM in order to comply with mandatory COVID-19 measures from the UK government.

  • – In June 2020 Rio Tinto announced that its report on payments to governments made by it and its subsidiary undertakings for the year ending 31 December 2019 as required under the UK’s Report on Payments to Governments Regulations 2014 (as amended in December 2015) was filed at Companies House.

  • – In June 2020 Rio Tinto launched a Board-led review of its heritage management processes within Iron Ore following the events at Juukan Gorge, with a focus on recommending improvements to the effectiveness of its internal processes and governance.

  • – In June 2020 Rio Tinto announced that it had reached an agreement with Turquoise Hill and the government of Mongolia on the preferred domestic power solution for Oyu Tolgoi that paves the way for the government to fund and construct a state-owned power plant at Tavan Tolgoi.

  • – In July 2020 Rio Tinto announced that both Peter Toth and Mark Davies would join the Rio Tinto Executive Committee on 1 October, reporting to the then chief executive, J-S Jacques.

  • – In July 2020 Rio Tinto announced that Oyu Tolgoi LLC had completed an updated feasibility study and was in the process of submitting this to the government of Mongolia.

  • – In July 2020 Rio Tinto announced that it would start planning for the wind-down of operations and the eventual closure of New Zealand Aluminium Smelters (NZAS) following the conclusion of its strategic review which showed that the business was no longer viable given high energy costs and a challenging outlook for the aluminium industry.

  • – In July 2020 Rio Tinto announced that it had disclosed to the Australian Securities Exchange (ASX) the maiden Inferred Mineral Resource at the 100% owned Winu copper-gold project.

  • – In August 2020 Rio Tinto made a submission to the Australian Parliamentary Inquiry relating to the destruction of the rock shelters at Juukan Gorge in the Pilbara region of Western Australia. Rio Tinto set out in detail its relationship with the Puutu Kunti Kurrama and Pinikura people (PKKP) from 2003 to 2020 and the circumstances over this period that led to the events that occurred in Juukan Gorge.

  • – In August 2020 Rio Tinto announced that the Kennecott mine in Utah had experienced delays to the restart of the smelter due to unexpected issues following planned maintenance. As a result,

    Rio Tinto group production guidance for refined copper in 2020 became 135 to 175 kt (previously 165 to 205 kt).

  • – In August 2020 Rio Tinto published the Board Review of cultural heritage management, following the destruction of the Juukan Gorge rock shelters in May 2020. The review detailed which elements of Rio Tinto’s systems, decision-making processes and governance had failed to work as they should have and set out recommendations to prevent a similar incident occurring in the future.

  • – In August 2020 Rio Tinto announced that it had noted Turquoise Hill Resources’ publication of its ‘2020 Oyu Tolgoi Technical Report’ in relation to the Oyu Tolgoi project in Mongolia.

  • – In September 2020 Rio Tinto announced that it had provided additional information to the Australian Parliamentary Inquiry into the destruction of the rock shelters at Juukan Gorge. The additional information related to questions taken on notice when Rio Tinto provided evidence to the Inquiry Committee and additional questions received from the Committee.

  • – In September 2020 Rio Tinto announced that it had entered into a memorandum of understanding with Turquoise Hill Resources, which provided a clear pathway to progress the financing for completion of the Oyu Tolgoi Underground Project in Mongolia and address TRQ’s funding position.

  • – In September 2020 Rio Tinto announced that following consultation with a wide range of significant stakeholders in response to the Board Review of Cultural Heritage Management, changes to the Executive Committee and Board were to be made.

  • – In November 2020 Rio Tinto announced that David Constable would step down as a non-executive director of Rio Tinto with effect from 31 December 2020.

  • – In December 2020 Rio Tinto disclosed to the Australian Securities Exchange (ASX) a maiden Ore Reserve and updated Mineral Resource at the 100% owned Jadar lithium-borates project in western Serbia.

  • – In December 2020 Rio Tinto unveiled a pathway for the ongoing development of the underground project at Oyu Tolgoi in Mongolia, one of the largest known copper and gold deposits in the world. The definitive estimate detailed how Oyu Tolgoi underground would achieve sustainable production for Panel 0 by October 2022 for development capital of $6.75 billion.

  • – In December 2020 Rio Tinto announced that it had appointed Jakob Stausholm as Chief Executive, effective 1 January 2021.

  • – In January 2021 Rio Tinto announced a change to the classification of executives designated as Key Management Personnel (KMP) under the Australian corporations legislation.

  • – In January 2021 Rio Tinto announced that it had reached a new electricity agreement with Meridian Energy that allowed New Zealand Aluminium Smelter (NZAS) to continue operating the Tiwai Point aluminium smelter until 31 December 2024.

  • – In January 2021 Rio Tinto unveiled a new executive team.

Details of events that took place after the balance sheet date are further described in note 42 to the financial statements.

Risk identification, assessment and management

The Group’s principal risks and uncertainties are listed on pages 95-108.

The Group’s approach to risk management is discussed on pages 92-94.

Share capital

Details of the Group’s share capital as at 31 December 2020 are described in notes 26 and 27 to the financial statements. Details of the rights and obligations attached to each class of shares are covered on pages 359-360, under the heading ‘Voting arrangements’.

In situations where an employee share plan operated by the company and plan participants are the beneficial owners of shares but not the registered owners, voting rights are normally exercised by the registered owner at the direction of the participant.

Details of certain restrictions on holding shares in Rio Tinto and certain consequences triggered by a change of control are described on page 360 under the heading ‘Limitations on ownership of shares and merger obligations’. There are no other restrictions on the transfer of ordinary Rio Tinto shares save for:

  • – restrictions that may from time to time be imposed by laws, regulations or Rio Tinto policy (for example relating to market abuse, insider dealing, share trading or an Australian foreign investment);

  • – restrictions on the transfer of shares that may be imposed following a failure to supply information required to be disclosed, or where registration of the transfer may breach a court order or a law, or in relation to unmarketable parcels of shares;

  • – restrictions on the transfer of shares held under certain employee share plans while they remain subject to the plan.

At the AGMs held in 2020, shareholders authorised:

  • – the on-market purchase by Rio Tinto plc or Rio Tinto Limited or its subsidiaries, of up to 124,667,622 Rio Tinto plc shares (representing approximately 10% of Rio Tinto plc’s issued share capital, excluding Rio Tinto plc shares held in Treasury at that time);

  • – the off-market purchase by Rio Tinto plc of up to 124,667,622 Rio Tinto plc shares acquired by Rio Tinto Limited or its subsidiaries under the above authority; and

  • – the off-market and/or on-market buy-back by Rio Tinto Limited of up to 55.6 million Rio Tinto Limited shares (representing approximately 15% of Rio Tinto Limited’s issued share capital at that time).

Substantial shareholders

Details of substantial shareholders are included on page 361.

Dividends

Details of dividends paid and declared for payment, together with the company’s shareholder returns policy, can be found on page 37.

Directors

The names of directors and their periods of appointment are listed on pages 116-117, together with details of each director’s qualifications, experience and special responsibilities, and current directorships.

A table of directors’ attendance at Board and committee meetings during 2020 is on page 127.

All directors will stand for re-election at the 2021 AGMs.

Previous listed directorships

Details of each director’s previous directorships of other listed companies (where relevant) held in the past three years are set out below:

Jakob Stausholm A. P. Moller – Maersk A/S (December 2016 to March 2018) Simon Henry Lloyds Banking Group plc (June 2014 to September 2020)

Directors’ and executives’ beneficial interests

A table of directors’ and executives’ beneficial interests in Rio Tinto shares is on page 179.

Secretaries

Steve Allen is company secretary of Rio Tinto plc and joint company secretary, together with Tim Paine, of Rio Tinto Limited. Steve’s and Tim’s qualifications and experience are described on page 117.

Indemnities and insurance

The Articles of Association of Rio Tinto plc and the Constitution of Rio Tinto Limited provide for them to indemnify, to the extent permitted by law, directors and officers of the companies, including officers of certain subsidiaries, against liabilities arising from the conduct of the Group’s business. The directors, Group company secretary and joint company secretary of Rio Tinto Limited, together with employees serving as directors of eligible subsidiaries at the Group’s request, have also received similar direct indemnities. Former directors also received indemnities for the period in which they were directors. These are qualifying third-party indemnity provisions for the purposes of the UK Companies Act 2006, in force during the financial year ended 31 December 2020 and up to the date of this report. During 2020, Rio Tinto paid legal costs under the terms of those indemnities for certain former directors and officers totalling $18,171,612.

Qualifying pension scheme indemnity provisions (as defined by section 235 of the UK Companies Act 2006) were in force during the course of the financial year ended 31 December 2020 and up to the date of this Directors’ Report, for the benefit of trustees of the Rio Tinto Group pension and superannuation funds across various jurisdictions. No amount has been paid under any of these indemnities during the year.

The Group purchased directors’ and officers’ insurance during the year. In broad terms, this cover indemnifies individual directors and officers against certain personal legal liability and legal defence costs for claims arising out of actions connected with Group business. During 2020, the Group paid premiums totalling $35,098,751 net of statutory taxes and other local charges for this directors’ and officers’ insurance.

Additional Statutory Disclosure continued

Employment of disabled persons

We give full and fair consideration to applications for employment by disabled persons, having regard to their particular aptitudes and abilities. We also continue the employment of, and arrange appropriate training for, employees who have become disabled during their employment as well as supporting the training, career development and promotion of disabled employees.

Further information on the employment of disabled persons is on page 76.

Engagement with UK employees

Our statement on engagement with UK employees is on page 122.

Purchases

Rio Tinto plc shares of 10p each and Rio Tinto plc American Depositary Receipts (ADRs)

Engagement with suppliers, customers and others in a business relationship with the company

Our statement on engagement with suppliers, customers and others in a business relationship with the company is on page 123.

Statutory Audit Services Order

The Group has fully complied with the Statutory Audit Services Order.

1 to 31 Mar – – – 108,309,396(e)

Average

Total number of

price per

shares purchased(a)

share US$(b)

1,962,815

58.41

1,664,753

53.79

1,036,556

46.50

76,182

56.69

442,340

63.45

2

58.16

149,942

76.51

5,332,590(d)

55.55

Total number of shares purchased to satisfy Total number of shares

company dividend reinvestment planspurchased to satisfy employee share plans

Total number of shares purchased as part of publicly announced plans orMaximum number of shares that may be purchased

programmes(c) under plans or programmes

2020 1 to 31 Jan 1 to 29 Feb

– –

– –

1,962,815 109,974,149(e)

1,664,753 108,309,396(e)

  • 1 to 30 Apr

    520,647 – –

    515,909 – 124,667,622(f)

  • 1 to 31 May

    – – 124,667,622(f)

  • 1 to 30 Jun

76,182 – 124,667,622(f)

1 to 31 Jul – – – 124,667,622(f)

1 to 31 Aug – – – 124,667,622(f)

1 to 30 Sep

302,214

140,126 – 124,667,622(f)

1 to 31 Oct – – – 124,667,622(f)

1 to 30 Nov – 2 – 124,667,622(f)

1 to 31 Dec

822,861

Total 2021

149,942 – 124,667,622(f)

882,161

3,627,568

1 to 31 Jan – – – – 124,667,622(f)

1 to 05 Feb – – – – 124,667,622(f)Rio Tinto Limited shares

Total number of shares purchased(a)

Average price per share US$(b)

Total number of shares purchased to satisfy company dividend reinvestment plans

Total number of shares purchased to satisfy employee share plans(g)

Total number of shares purchased as part of publicly announced plans orMaximum number of shares that may be purchased

programmes(c) under plans or programmes

2020 1 to 31 Jan

70.02

21,555 – 55,600,000(h)

1 to 29 Feb – – – – – 55,600,000(h)

1 to 31 Mar – – – – – 55,600,000(h)

  • 1 to 30 Apr

    – – –

    57.11 – 67.47

    1,186,788 – –

    215,749 – 55,600,000(h)

  • 1 to 31 May

    – – 55,600,000(i)

  • 1 to 30 Jun

97,000 – 55,600,000(i)

1 to 31 Jul – – – – – 55,600,000(i)

1 to 31 Aug – – – – – 55,600,000(i)

  • 1 to 30 Sep

  • 1 to 31 Oct

  • 1 to 30 Nov

  • 1 to 31 Dec

Total 2021

– – – –

73.62

– – – – 55,600,000(i)

67.15 – 1 – 55,600,000(i)

88.48 68.93

639,326

234,349 – 55,600,000(i)

1,826,114

685,508 – 55,600,000(i)

1,254,162

1 to 31 Jan – – – – – 55,600,000(i)

1 to 05 Feb – – – – – 55,600,000(i)

(a) Monthly totals of purchases are based on the settlement date.

  • (b) The shares were purchased in the currency of the stock exchange on which the purchases took place and the sale price has been converted into US dollars at the exchange rate on the date of settlement.

  • (c) Shares purchased in connection with the dividend reinvestment plans and employee share plans are not deemed to form any part of any publicly announced plan or programme.

  • (d) This figure represents 0.425% of Rio Tinto plc issued share capital at 31 December 2020.

  • (e) At the Rio Tinto plc AGM held in 2019, shareholders authorised the on-market purchase by Rio Tinto plc, and Rio Tinto Limited and its subsidiaries of up to 126,772,263 Rio Tinto plc shares. This authorisation expired on 10 July 2020.

  • (f) At the Rio Tinto plc AGM held in 2020, shareholders authorised the on-market purchase by Rio Tinto plc, and Rio Tinto Limited and its subsidiaries of up to 124,667,622 Rio Tinto plc shares. This authorisation will expire on the later of 8 July 2021 or the date of the 2021 AGM.

  • (g) The average price of shares purchased on-market by the trustee of Rio Tinto Limited’s employee share trust during 2020 was US$77.44.

  • (h) At the Rio Tinto Limited AGM held in 2019 shareholders authorised the off-market and/or on-market buy-back of up to 55.6 million Rio Tinto Limited shares.

  • (i) At the Rio Tinto Limited AGM held in 2020 shareholders authorised the off-market and/or on-market buy-back of up to 55.6 million Rio Tinto Limited shares.

Political donations

Rio Tinto prohibits the use of its funds to support political candidates or parties. No political donations were made by the Group for political purposes during the year. In the United States, in accordance with the United States Federal Election Campaign Act, we provide administrative support for the Rio Tinto America Political Action Committee (PAC), which was created in 1990 and encourages voluntary employee participation in the political process. All Rio Tinto America PAC employee contributions are reviewed for compliance with federal and state law and are publicly reported in accordance with US election laws. The PAC is controlled by neither Rio Tinto nor any of its subsidiaries but instead by a governing board of 5 employee members on a voluntary basis. In 2020, contributions to Rio Tinto America PAC by 15 employees amounted to $8,475.45, and Rio Tinto America PAC donated $11,500 in political contributions in 2020.

Government regulations

Our operations around the world are subject to extensive laws and regulations imposed by local, state, provincial and federal governments. These regulations govern many aspects of our work – from how we explore, mine and process ore, to conditions of land tenure and health, safety and environmental requirements. They also govern how we operate as a company in relation to securities, taxation, intellectual property, competition and foreign investment, provisions to protect data privacy, conditions of trade and export and infrastructure access. In addition to these laws, several of our operations are governed by specific agreements made with governments, some of which are enshrined in legislation. The geographic and product diversity of our operations reduces the likelihood of any single law or government regulation having a material effect on the Group’s business as a whole.

Environmental regulations

Rio Tinto is subject to various environmental laws and regulations in the countries where it has operations. Rio Tinto measures its performance against environmental regulation by tracking and rating incidents according to their actual environmental and compliance impacts using five severity categories (minor, medium, serious, major or catastrophic). Incidents with a consequence rating of major or catastrophic are of a severity that require notification to the relevant product group chief executive and the Rio Tinto chief executive immediately after the incident occurring. In 2020, there were no environmental incidents at managed operations with a major or catastrophic impact.

During 2020, four managed operations incurred fines amounting to US$27,387 (2019: US$18,964). Details of these fines are reported in the Sustainability section of this report, page 84.

Australian corporations that exceed specific greenhouse gas emissions or energy use thresholds have obligations under the Australian National Greenhouse and Energy Reporting Act 2007 (NGER). All Rio Tinto entities covered under this Act have submitted their annual NGER reports by the required 31 October 2020 deadline.

Further information on the Group’s environmental performance is included in the Sustainability section of this Annual Report, on pages 62-91, and on the website.

Energy efficiency action

Details of the measures taken to increase the company’s energy efficiency are reported on pages 67, 79 and 97 of this report.

Energy consumption(a)(b)(c)

Energy consumption in GWh

2020

2019

From activities including the combustion of fuel and

the operation of facilities

86,389

86,111

From the purchase of electricity, heat, steam or cooling

22,778

23,056

Total energy consumed(d)

111,667

112,778

(a) Rio Tinto does not report on the proportion of energy consumption associated with the UK and offshore area since it has no producing assets in the United Kingdom, only offices, and consequently falls below Rio Tinto’s threshold level of reporting.

Greenhouse gas emissions (in million tCO2-e)(e)(f)(g)

2020

2019

Scope 1(h)

17.1

17.2(l)

Scope 2(i)

9.5

9.7

Total greenhouse gas emissions(j)

26.2

26.4

Ratios

Greenhouse gas emissions intensity index(k)

72.6

71.0(l)

Greenhouse gas emissions intensity

(tCO2-e/t of product)

0.060

0.063(l)

  • (e) Rio Tinto’s greenhouse gas emissions for managed operations are reported in accordance with the requirements under Part 7 of the UK Companies Act 2006 (Strategic report and Directors’ report) Regulations 2013. Our approach and methodology used for the determination of these emissions are available at:https://www.riotinto.com/sustainability/ sustainability-reporting.

  • (f) Rio Tinto’s greenhouse gas emissions inventory is based on definitions provided by The World Resource Institute/World Business Council for Sustainable Development Greenhouse Gas Protocol: A Carbon Reporting and Accounting Standard, March 2004.

  • (g) Rio Tinto does not report on the proportion of CO2 emissions associated with the UK and offshore area since it has no producing assets in the United Kingdom, only offices, and consequently falls below Rio Tinto’s threshold level of reporting.

  • (h) Scope 1 emissions include emissions from combustion of fuel and operation of managed facilities. These include emissions from land management and livestock management at those facilities.

  • (i) Scope 2 emissions include emissions from the purchase of electricity, heat, steam or cooling.

  • (j) Total emissions is the sum of Scope 1 and Scope 2 emissions, minus emissions that are associated with the generation of electricity, heat, steam or cooling supplied to others. These emissions exclude indirect emissions associated with transportation and use of our products reported athttps://www.riotinto.com/sustainability/sustainability-reporting.

  • (k) Rio Tinto greenhouse gas intensity index is the weighted emissions intensity for each of Rio Tinto’s main commodities relative to the commodity intensities in the 2008 base year (set to 100). This index includes approximately 96.3% of Rio Tinto’s emissions from managed operations.

  • (l) Numbers are restated to ensure comparability over time.

Exploration, research and development

The Group carries out exploration, research and development, described in the Innovation section on pages 58-59. Exploration and evaluation costs, net of any gains and losses on disposal, generated a net loss before tax of $624 million (2019: $614 million). Research and development costs were $45 million (2019: $45 million).

Financial instruments

Details of the Group’s financial risk management objectives and policies, and exposure to risk, are described in note 29 to the financial statements.

Dealing in Rio Tinto securities

Rio Tinto Securities Dealing Policy restricts dealing in Rio Tinto securities by directors and employees who may be in possession of ‘inside information’. These individuals must seek clearance before any proposed dealing takes place.

Our policy also prohibits such persons from engaging in hedging or other arrangements which limit the economic risk in connection to Rio Tinto securities issued, or otherwise allocated, as remuneration that are either unvested, or that have vested, but remain subject to a holding period. We also impose restrictions on a broader group of employees, requiring them to seek clearance before engaging in similar arrangements over any

Rio Tinto securities.

Financial reporting

The directors are required to prepare financial statements for each financial period that give a true and fair view of the state of the

Group at the end of the financial period, together with profit or loss and cash flows for that period. This includes preparing financial statements in accordance with UK company law and preparing a Remuneration Report that includes the information required by Regulation 11, Schedule 8 of the Large- and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and the Australian Corporations Act 2001.

In addition, the UK Corporate Governance Code recommends that the Board provides a fair, balanced and understandable assessment of the company’s position and prospects in its external reporting.

Additional Statutory Disclosure continued

Rio Tinto’s management conducts extensive review and challenge in support of the Board’s obligations, aiming to strike a balance between positive and negative statements and provide good linkages throughout the Annual Report.

The directors were responsible for the preparation and approval of the Annual Report for the year ended 31 December 2020. They consider the Annual Report, taken as a whole, to be fair, balanced and understandable, and that it provides the information necessary for shareholders to assess the Group’s position, performance, business model and strategy.

The directors are responsible for maintaining proper accounting records, in accordance with UK and Australian legislation. They have a general responsibility to safeguard the assets of the Group, and to prevent and detect fraud and other irregularities. The directors are also responsible for ensuring that appropriate systems are in place to maintain and preserve the integrity of the Group’s website.

Legislation in the UK governing the preparation and dissemination of financial statements may differ from current and future legislation in other jurisdictions. The work carried out by the Group’s external auditors does not take into account such legislation and, accordingly, the external auditors accept no responsibility for any changes to the financial statements after they are made available on the Group’s website.

The directors, senior executives, senior financial managers and other members of staff who are required to exercise judgment while preparing the Group’s financial statements, are required to conduct themselves with integrity and honesty and in accordance with the highest ethical standards, as are all Group employees.

The directors consider that the 2020 Annual Report presents a true and fair view and has been prepared in accordance with applicable accounting standards, using the most appropriate accounting policies for Rio Tinto’s business, and supported by reasonable judgments and estimates. The accounting policies have been consistently applied as described on pages 206-222, and directors have received a written statement from the Chief Executive and the Chief Financial Officer to this effect. In accordance with the internal control requirements of the Code and the ASX Principles, this written statement confirms that the declarations in the statement are founded on a sound system of risk management and internal controls, and that the system is operating effectively in all material respects in relation to financial reporting risks. Further information on directors’ responsibilities in the light of UK Disclosure and Transparency Rules is included on page 311.

Directors’ declaration

The directors’ statement of responsibilities in relation to the Group’s financial statements is set out on page 311.

Non-audit services and auditor independence

Details of the non-audit services and a statement of independence regarding the provision of non-audit services undertaken by our external auditor, including the amounts paid for non-audit services, are set out on page 134 of the Directors’ Report.

A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 328.

Going concern

The directors, having made appropriate enquiries, have satisfied themselves that it is appropriate to adopt the going concern basis of accounting in preparing the financial statements. Additionally, the directors have considered longer-term viability, as described in their statement on page 94.

2021 AGMs

The 2021 AGMs will be held on 9 April in the UK and 6 May in Australia. Separate notices of the 2021 AGMs will be produced for the shareholders of each company.

Directors’ approval statement

The Directors’ Report is delivered in accordance with a resolution of the Board.

Simon Thompson Chairman

22 February 2021

Compliance with Governance Codes and Standards

Application of and compliance with governance codes and standards

This section sets out our compliance with the applicable governance codes and standards. As our shares are listed on both the Australian Securities Exchange and the London Stock Exchange, we set out how we have complied with the codes and standards of those bodies on the following pages:

– London Stock Exchange – UK Corporate Governance Code (2018 version) (the UK Code), see pages 191-193.

Australian Securities Exchange – ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th edition) (the ASX Principles), see pages 193-195.

In addition, as explained below, as a foreign private issuer (FPI) with American Depository Receipts (ADRs) listed on the New York Stock Exchange (NYSE), we need to report any significant corporate governance differences from the NYSE listing standards (NYSE Standards) followed by US companies.

Statement of compliance with the Code and ASX Principles

Throughout 2020 and as at the date of this report, the Group has applied the Principles of the UK Code and the ASX Principles. The UK Code is available atwww.frc.org.uk, and the ASX Principles at www.asx.com/au. For the purposes of ASX Listing Rule 4.10.3 and the ASX Principles, pages 113-139 of this report form our ‘Corporate Governance Statement’. This statement is current as at 22 February 2021, unless otherwise indicated, and has been approved by the Board. Corporate governance documents and policies referenced can be found at riotinto.com/invest/corporategovernance.

We have complied with all relevant provisions of the UK Code throughout 2020.

Difference from NYSE listing standards

We have reviewed the NYSE Standards and consider that our practices are broadly consistent with them, with the following exceptions where the literal requirements of the NYSE Standards are not met due to differences in corporate governance between the US, UK and Australia:

  • – The NYSE Standards state that US companies must have a nominating/corporate governance committee which, in addition to identifying individuals qualified to become board members, develops and recommends to the board a set of corporate governance principles applicable to the company. Our Nominations Committee does not develop corporate governance principles for the Board’s approval. The Board itself develops such principles.

  • – Under US securities law and the NYSE Standards, the company is required to have an audit committee that is directly responsible for the appointment, compensation, retention and oversight of the work of external auditors. While our Audit Committee makes recommendations to the Board on these matters, and is subject to legal and regulatory requirements on oversight of audit tenders, the ultimate responsibility for the appointment and retention of the external auditors of Rio Tinto rests with the shareholders.

  • – Under US securities law and the NYSE Standards, an audit committee is required to establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and audit matters. The whistleblowing programme enables employees to raise any concerns confidentially or anonymously. The Board has responsibility to ensure that the programme is in place and to review the reports arising from its operations.

The UK Code

Board leadership and company purpose

A. Making the board effective

Our Board provides effective and entrepreneurial leadership. It is collectively responsible for the stewardship and long-term success of the Group. There is a framework of prudent and effective controls that enable risk to be assessed and managed. The Sustainability section on pages 61-91 sets out how we assess our impact on wider society. See page 121 for the key activities undertaken by the Board during the year and the factors that were considered when making decisions. In 2020, the Board undertook an internally facilitated effectiveness review and details of this are provided on pages 126-127 of the Governance report.

B. The company’s purpose, values and strategy and alignment with culture

Through our The Way We Work framework, the Board sets the company’s purpose, values, and standards for the Group’s employees. The Board is committed to acting in accordance with these values, championing, and embedding these in the organisation. The Board also seeks to ensure that the culture of the company is aligned with these values and standards. In this report, we address the events at Juukan Gorge (see pages 10-11and 114-115) and the actions we have taken to strengthen our processes and approach to cultural heritage.

C. Company performance and risk management

The Board leads the development of long-term investment plans for the company. It aims to make good quality decisions at the right time, to achieve the company’s objectives, in alignment with our purpose, values and strategy. The role of the Board in establishing and monitoring the internal control environment is set out in the Audit Committee report on pages 131-135. The way in which the company manages risk is set out on pages 92-109. For information on the delegation of business to management please refer to pages 118-119.

The formal schedule of matters reserved for the Board’s decision, available on our website, covers areas including: setting the Group’s purpose and strategic vision; monitoring performance of the delivery of the approved strategy; approving major investments, acquisitions and divestments; the oversight of risk and the setting of the Group’s risk appetite; and reviewing the Group’s governance framework.

D. Stakeholder engagement

The Chairman undertakes regular engagement with our major shareholders, in addition to that carried out by the Chief Executive, the Chief Financial Officer and the investor relations team. The committee chairs also engage with their relevant stakeholders and details of this engagement is provided in each of the committee reports. We have mapped our key stakeholders and continually work to understand their views and we take account of our responsibilities to our stakeholders when making business decisions. We explain more about this in our section 172 (1) statement, set out on pages 122-123. We also discuss stakeholders in the Strategic Report on pages 18-19 and in the Sustainability section.

During 2020, the full Board took responsibility for workforce engagement and we explain how we have engaged with employees during the year, what we have heard and what actions we have taken on page 122. From January 2021, the Board has appointed Simon McKeon as the designated non-executive director for workforce engagement. The Board considers that this approach will help sharpen the focus on dialogue with the workforce, with Simon leading the overall programme of engagement.

At Rio Tinto plc’s AGM on 8 April 2020, Resolution 24 (‘Authority to purchase Rio Tinto plc shares’) was passed with less than 80% of votes in favour and Shining Prospect (a subsidiary of the Aluminium Corporation of China (‘Chinalco’)) voted against. Chinalco has not sold any Rio Tinto plc shares and now has a holding of over 14% given its non-participation in Rio Tinto’s significant share buy-back programmes over the last four years. This places Chinalco close to the 14.99% threshold agreed with the Australian Government at the time of Chinalco’s original investment in 2008. An update was given in the Interim financial statement provided on 29 July 2020, which was within the six month period.

Compliance with Governance Codes and Standards continued

E. Our workforce policies and practices

Group workforce policies are approved by the Board. All the policies relating to our workforce take account of the global nature of our company. Our whistleblowing process is overseen by the Board and every member of the workforce has access to the whistleblower programme and details of this programme are on page 87.

Division of responsibilities

F. The role of the Chairman

The Chairman leads the Board and is responsible for its overall effectiveness. He was independent on the date of his appointment and we consider he remains independent for the purposes of the Code. He recognises the importance of creating a boardroom culture which encourages openness and debate and ensures constructive relations between executive and non-executive directors.

The Chairman is responsible for: the management of the Board and its committees; director performance; induction; training and development; succession planning; engagement with external stakeholders; and attendance by the Board at shareholder meetings. The Chairman is supported by the senior independent directors, the Group company secretary and the Chief Executive. In line with the UK Code, the senior independent director, Rio Tinto plc, is responsible for acting as a sounding board for the Chairman and engages with shareholders to develop a balanced understanding of their interests and concerns. For further details, please see our Board Charter which sets out the role, responsibilities, structure, compositions and conduct of the Board, as well as the role of the Chairman, the Senior Independent Director Rio Tinto plc,the Senior Independent Director Rio Tinto Ltd and the Chief Executive – riotinto.com/en/invest/corporate-governance/ board-governance.

G. Composition of the board

As at the date of this report, the Board comprises ten members: eight independent NEDs, the Chairman, and the Chief Executive.

As detailed in the Nominations Committee report, we have engaged Spencer Stuart to support the search for a new non-executive director following David Constable’s departure. A process is also underway for the appointment of a permanent Chief Financial Officer.

The Board is satisfied that it has the appropriate balance of skills, experience, independence, and knowledge of the company to enable its members to discharge their respective duties and responsibilities effectively, and that no individual or group can dominate the Board’s decision-making.

There is a clear division of responsibilities between the leadership of the Board and the executive leadership of our business. The Chief Executive is responsible for the day-to-day management of the business and, under a Group delegation of authority framework, delegates to other members of the Executive Committee.

H. Role of non-executive directors

We list all of the non-executive directors that we consider to be independent on pages 116-117 of this report. Over 50% of the Board (excluding the Chairman) are non-executive directors. The non-executive directors constructively challenge and help develop proposals on strategy. They are also responsible for scrutinising management performance and ensuring that financial information, risks and controls, and systems of risk management are robust. In order to enhance Board engagement in Australia, the role of Senior Independent Director,

Rio Tinto Limited, was established this year. Simon McKeon was appointed to this position and the terms of this appointment were agreed by the Board.

The Board held an internally facilitated Board evaluation this year and as part of this process, the Board met without the Chairman present and a full assessment of the Chairman’s capability was carried out. Details of this review are on pages 126-127. Each director has undertaken to allocate sufficient time to the Group in order to discharge their responsibilities effectively, and this is kept under review by the Nominations Committee. The directors’ other appointments are listed on pages 116-117.

I. Board processes and role of the Company Secretary

The Governance Framework on page 120 explains the governance structure of the Board and sets out the relationship with the Chief Executive. The roles and responsibilities of each committee are explained. The Board insights section provides some examples of the decision making process of the Board and the steps it takes to function effectively, including how it considers stakeholders in this process.

The Group company secretary is the trusted interlocutor within the Board and its committees, and between senior leadership and the non-executive directors. He is responsible for advising the Board, through the Chairman, on all governance matters. He supports the Chairman in ensuring that the information provided to the Board is of sufficient quality and appropriate detail in order for the Board to function effectively and efficiently.

Composition, succession and evaluation

J. Appointments to the board

The Nominations Committee ensures a formal, rigorous and transparent procedure for the appointment of new directors. It is also responsible for Board succession planning, regularly assessing the balance of skills, experience, diversity and capacity required to oversee the delivery of Rio Tinto’s strategy. It reviews proposals for appointments to the Executive Committee, and monitors executive succession planning. This year the Nominations Committee oversaw the succession of the Chief Executive and details of this process are provided in the Nominations Committee report on pages 128-130.

All non-executive directors are members of the Nominations Committee. The committee is chaired by the Chairman, apart from when the committee is dealing with the appointment of his or her successor. Only the Chairman and committee members have the right to attend the meetings of the Nominations Committee; attendance by all other individuals is by invitation only. The Nominations Committee report sets out the Board’s approach to succession planning and how this supports the development of a diverse pipeline, at all levels. All directors are subject to annual re-election at the AGM.

Details of external search consultancies used for Board appointments can be found in the Nominations Committee report.

K. Skills, experience and knowledge of the board and its committees

In our succession planning, we aim to bring a diverse and complementary range of skills, knowledge and experience to the Board, so that we are equipped to navigate the operational, social, regulatory and geopolitical complexity in which our business operates. Achieving the right blend of skills and diversity to support effective decision-making is a continuing process. Further details on tenure and experience of the Board are set out in the Nominations Committee report on pages 128-130. The Board biographies set out the specific skills and experience which each director brings to the Board (page 116-117).

L. Board evaluation

A Board and committee effectiveness evaluation is carried out each year. The evaluation considers (but is not limited to): the balance of Board members’ skills and experience; independence; diversity; the running of the Board; and directors’ knowledge of the company. Every third year, the Board evaluation is externally facilitated. An internally facilitated Board evaluation was carried out in 2020. The terms of reference for this review and the outcomes are discussed on pages 126-127.

Audit, risk and internal control

M. Internal and external audit

The Audit Committee monitors the independence and effectiveness of the internal audit function and external auditors. The Audit Committee is responsible for reviewing key judgments within the Group’s financial statements and narrative reporting, with the aim of maintaining the integrity of the Group’s financial reporting. For further detail, please refer to the Audit Committee report on pages 131-135.

Following an audit tender process in 2018, the Board endorsed the appointment of KPMG as external auditor for the 2020 financial year. The appointment of KPMG was approved by shareholders at our AGMs in 2020.

N. Fair, balanced and understandable assessment

The Board is responsible for the presentation of a fair, balanced and understandable assessment of the company’s position and prospects, not only in the Annual Report. We have a robust process in place including through the Disclosure Committee, to ensure that this is the case.

O. Risk management and internal control framework

The Board is ultimately responsible for aligning our long term strategic objectives with the risk appetite of the company, taking into account the principal and emerging risks faced by the company. Please refer to pages 92-94 for further details on our business planning cycle and risk management framework and how these support our longer-term viability statement. For further details on our approach to risk, please refer to the risk section on page 92.

Remuneration

P. Remuneration policies and practices

The Remuneration Committee supports the Board by setting our Remuneration Policy. Through long-term and short-term incentives, our Remuneration Policy is designed to help drive a performance culture which incentivises executives to deliver the Group’s long-term strategy and create superior shareholder value over the short, medium and long term. The overarching aim is to ensure our remuneration structure and policies reward fairly and responsibly with a clear link to corporate and individual performance, and to the company’s long-term strategy and values. We have worked to ensure that we have a clear policy that can be understood by shareholders and stakeholders. Our proposed new policy is included on pages 151-158.

Q. Procedure for developing Remuneration Policy

We have a formal and transparent procedure for developing our Remuneration Policy, and no director is involved in deciding their own remuneration. Executive remuneration is set with regard to the wider workforce and through market benchmarking. For further detail, please refer to the Remuneration Committee report on pages 140-185. The Remuneration Committee is supported by remuneration consultant Deloitte. The Board received assurance from the Remuneration Committee and from Deloitte that Deloitte did not have any connections with Rio Tinto or the Board that would have impaired its independence. Please refer to page 159 of this Annual Report for further detail.

R. Exercising independent judgement

The Remuneration Committee comprises four non-executive directors to ensure independent judgment with regard to remuneration outcomes. The Remuneration Committee considers remuneration on an annual basis and determines outcomes by assessing executive performance against performance criteria, details of which can be found in the Remuneration Committee report on pages 140-185 of this Annual Report. This states how our Remuneration Policy has been applied and sets out details of any adjustments made or discretions exercised.

ASX Principles

Principle 1: Lay solid foundations for management and oversight Recommendation 1.1

Rio Tinto plc and Rio Tinto Limited have a common Board of Directors. The principal role of the Board is to set the Group’s strategy and to review its strategic direction regularly. The Board also has responsibility for corporate governance. A Board Charter setting out the role of the Board and management and matters reserved for the Board is available on our website.

The Board delegates responsibility for day-to-day management of the business to the Chief Executive and other members of the Executive Committee. A number of management committees support the Chief Executive and the Executive Committee. The structure of these committees is set out on page 120.

Recommendation 1.2

The Nominations Committee, on behalf of the Board, ensures a formal, rigorous and transparent procedure for the appointment of new directors. Further information on the appointment approach is set out on pages 128-130. A similar process is followed with the Executive Committee and senior executive appointments, including a formal and rigorous process to source strong candidates from diverse backgrounds and conducting appropriate background and reference checks on the shortlisted candidates. Further information on the recently completed Chief Executive appointment process is set out on page 129.

The notice of annual general meeting provides all material information in Rio Tinto’s possession relevant to decisions on election and re-election of directors, including a statement from the Board that it considers all directors continue to perform effectively and demonstrate appropriate levels of commitment. It also provides reasons why each director is recommended for re-election, highlighting their relevant skills and experience. Further information on the skills and experience of each director is set out on pages 116-117 of the Annual Report.

Recommendation 1.3

The company has written agreements setting out the terms of appointment for each director and senior executive. Non-executive directors are appointed by letters of appointment. Executive directors and other senior executives are employed through employment service contracts. Further information is set out on pages 158, 167 and 174 of the Annual Report.

Recommendation 1.4

The Group company secretary is accountable to the Board and advises the Chairman, and, through the Chairman, the Board on all governance matters. The appointment and removal of the Group company secretary is a matter reserved for the Board.

Recommendation 1.5

Rio Tinto has a Group-wide, Board-endorsed Inclusion and diversity policy. The policy is available on our website. The Board sets objectives for achieving diversity for the Board, senior executives and the workforce, and annually reviews the Group’s performance against them. Page 67 of the Annual Report sets out the measurable objectives and our performance against them. The respective proportions of men and women on the Board, in senior executive positions and across the whole organisation, is reported on pages 67 and 129-130 of the Annual Report.

Recommendation 1.6

The performance of the Board, and of each of its committees and individual directors, was reviewed in 2020, as it is each year. Detailed information on the Board and committee evaluation and the evaluation of the Chairman and the non-executive directors is set out on pages 126, 135 and 138 of the Annual Report.

Recommendation 1.7

The performance of Executive Committee members, including executive directors, is continually evaluated as part of the Group’s performance evaluation cycle. Further details are set out in the Remuneration Report on pages 140-185.

Compliance with Governance Codes and Standards continued

Principle 2: Structure the board to be effective and add value Recommendation 2.1

The Nominations Committee includes all non-executive directors and is chaired by the Chairman of the Board. The Board is satisfied that all non-executive directors, including the Chairman (as appropriate), continue to meet the test for independence under the UK Code, the ASX Principles and the NYSE Standards. The Nominations Committee’s terms of reference are available on our website. The Nominations Committee report on pages 128-130 provides further details on its role and responsibilities. Details on membership, the number of times the Committee met, and the attendance of members are set out on page 127.

Recommendation 2.2

A Board skills matrix showing key attributes in terms of skills, experience and diversity that are relevant to the Board is set out on page 130 of the Annual Report.

Recommendations 2.3, 2.4, 2.5

The Nominations Committee is responsible for assessing the independence of each non-executive director against an independence framework which combines the requirements of the Code, the ASX Principles and the NYSE Standards. The Nominations Committee reviews and approves this framework each year.

The Board is satisfied that all of its non-executive directors are independent in character and judgment and are free from any relationships (material or otherwise) or circumstances that could create a conflict of interest.

The Chairman was considered independent upon his appointment and, in the Board’s view, he continues to satisfy the tests for independence under the ASX Principles and the NYSE Standards.

The name, skills and experience of each director, together with their terms in office are shown in the biographical details on pages 116-117.

Recommendation 2.6

On joining Rio Tinto, all directors receive a full, formal induction programme. It is delivered over a number of months, and tailored to their specific requirements, taking into account their prospective committee responsibilities. Further details are set out on pages 125 and 127 of the Annual Report.

The annual Board evaluation process identifies training and development needs for the Board and individual directors. All directors are expected to commit to continuing their development during their tenure. This is supported through a combination of: site visits, teach-ins, deep dives and internal business and operational briefings provided in or around scheduled Board and committee meetings. In addition, the Group company secretary provides regular updates on corporate governance developments in the UK, Australia and the US. Further details are set out on page 126 of the Annual Report.

Principle 3: Instil a culture of acting lawfully, ethically and responsibly

Recommendations 3.1, 3.2, 3.3, 3.4

We have articulated the purpose, values and standards which apply to our employees and directors on page 17 of the Annual Report and in The Way We Work. This is available on our website. We have discussed the events at Juukan Gorge and the actions we have taken to strengthen our processes and approach to cultural heritage and rebuild our reputation, on pages 10-11 of the Annual Report.

Rio Tinto’s confidential and independently operated whistleblowing programme offers an avenue through which our employees, contractors, suppliers and customers can report concerns anonymously, subject to local law. These may 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, and a reporting tool to allow for improved analysis of case statistics.

The whistleblowing 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 they can expect from Rio Tinto if they do report a concern. The procedure is available on our website.

Rio Tinto’s business integrity standard sets out the Group’s position on issues relating to bribery and corruption. This is available on our website.

Oversight of the Group’s ethics, integrity and compliance programme now falls within the remit of the Board.

Principle 4: Safeguard integrity in corporate reports Recommendation 4.1

The Audit Committee report on pages 131-135 provides details of the role and responsibilities of the Committee. The Audit Committee’s terms of reference are available on our website. Further details on membership, the number of times the Committee met during 2020 and, the attendance of members are set out on pages 116-117 and 127.

Recommendation 4.2

Details on compliance with the financial reporting requirements contemplated under this recommendation are set out on pages 189-190 of the Annual Report.

Recommendation 4.3

We have a thorough and rigorous review process in place to ensure integrity of the periodic reports we release to the market. Rio Tinto communicates with the market through accurate, clear, concise and effective reporting, and contents of periodic reports are verified by the subject matter experts and reviewed by the relevant Group functions. Such reports are then reviewed and considered by the Group Disclosure Committee for release to the market.

Principle 5: Make timely and balanced disclosure Recommendation 5.1

Rio Tinto recognises the importance of effective and timely communication with shareholders and the wider investment community.

It is our policy to make sure that all information disclosed or released by the Group is accurate, complete and timely and complies with all continuous and other disclosure obligations under applicable Listing Rules and other relevant legislation.

To ensure that trading in our securities takes place in an informed and orderly market, we have established a Disclosure Committee to oversee compliance with our continuous disclosure obligations. The Group disclosure and communications policy, and the terms of reference of our Disclosure Committee, together with our adopted procedures in relation to disclosure and management of relevant information, support compliance with our disclosure obligations. A copy of the Group disclosure and communications policy is available on our website.

The Group’s Disclosure Committee is responsible for determining whether information relating to Rio Tinto may require disclosure to the markets under the continuous disclosure requirements in the jurisdictions in which Rio Tinto is listed. In accordance with its terms of reference, the specific focus of the Disclosure Committee is to consider and determine on a timely basis whether information would, to the extent that the information is not public and relates directly or indirectly to Rio Tinto, be likely to have a material effect on the price of Rio Tinto securities if that information was generally available.

The members of the Committee are the Chief Executive; Interim Chief Financial Officer; Group Company Secretary; the Chief Legal Officer & External Affairs; the Head of Investor Relations; and the Vice President Corporate Relations.

Recommendation 5.2

Consistent with the Group’s disclosure protocols, the Board is provided with copies of all material market announcements promptly after there being released to the market.

Recommendation 5.3

As a matter of practice, all our new or substantive investor presentations are released to the market via ASX and LSE market announcement platforms.

Principle 6: Respect the rights of security holders

Recommendation 6.1

Our website includes pages dedicated to corporate governance, providing information on compliance with governance codes and standards (the Code, ASX Principles and the NYSE Standards); the terms of reference of the committees; risk management and financial reporting; and Board governance including selection, appointment and re-election of directors, directors’ independence and Board performance evaluation.

All information released to the markets is posted in the media section of our website. Our website also provides general investor information. Annual and half-year results, as well as any major presentations, are webcast and the materials are available on our website, which also contains presentation material from investor seminars.

Recommendation 6.2

Our main channels of communication with the investment community are through the Chairman, Chief Executive and Chief Financial Officer, who have regular meetings with the Group’s major shareholders. The senior independent director for Rio Tinto plc has a specific responsibility under the UK Code to be available to shareholders who have concerns which have not been resolved through contact with the Chairman, Chief Executive or Chief Financial Officer, or for whom such contact is inappropriate. We have a number of processes and initiatives to ensure that members of the Board understand the views of major shareholders. The Chief Financial Officer reports to the Board at each meeting, and provides regular investor updates. In addition, the Head of Investor Relations reports regularly to the Board, and an annual survey of major shareholders’ opinions is presented to the Board by the Group’s investor relations advisers. Further information on engagement with shareholders and investors during 2020 is set out on page 122 of the Annual Report.

Recommendations 6.3, 6.4

The AGMs present an opportunity to provide a summary business presentation, to inform shareholders of recent developments, and to give them the opportunity to ask questions. Generally, the chairs of all Board committees are available to answer questions raised by shareholders, and all directors are expected to attend where possible. The AGMs are generally webcast and transcripts of the Chairman’s and Chief Executive’s speeches are made available on our website. A summary of the proceedings at the meetings, and the results of voting on resolutions, are made available as soon as practicable after the meetings. At Rio Tinto AGMs, all resolutions are decided by poll and not by show of hands.

In 2020, due to the pandemic, the Rio Tinto Limited AGM was held as a fully virtual meeting. With the use of technology, shareholders were offered the opportunity to virtually participate at the AGM, ask questions and vote on the resolutions.

Recommendation 6.5

Shareholders can choose to communicate electronically with the companies and the share registrars. The contact details for the registrars are on page 383 and on our website.

Principle 7: Recognise and manage risk Recommendations 7.1, 7.2

The Board is ultimately responsible for risk management and internal controls and for ensuring that the systems in place are robust and take into account the principal risks faced by the Group. The Board delegates certain matters relating to the Group’s risk management framework to the Audit Committee, and the Audit Committee provides updates to the Board on matters discussed at each meeting. The Sustainability Committee advises the Board on risk appetite tolerance and strategy with respect to sustainable development risks. Further information about the Sustainability Committee is set out on pages 136-139 of the Annual Report. Terms of reference for the Sustainability Committee are available on our website. Further details on the Group’s governance framework for risk management and internal control are set out on pages 92-94, 132 and 134-135 of the Annual Report.

Recommendation 7.3

Further information on Rio Tinto’s Group Internal Audit function is set out on page 135 of the Annual Report.

Recommendation 7.4

A description of the principal risks and uncertainties that could affect Rio Tinto (including economic, environmental and social sustainability risks), and of the Group’s governance framework for risk management and internal control, is on pages 92-108 of the Annual Report.

Further information on sustainability is available on pages 62-91 of the Annual Report.

Principle 8: Remunerate fairly and responsibly Recommendation 8.1

The Remuneration Report on pages 140-185, provides details on the role and responsibilities of the Committee. The Remuneration Committee’s terms of reference are available on our website. Further details on membership, the number of times the Committee met during 2020, and the attendance of members are set out on pages 116-117 and 127.

Recommendation 8.2

Rio Tinto’s policies and practices regarding remuneration of non-executive directors, executive directors and senior executives are set out on pages 140-185 in the Remuneration Report.

Recommendation 8.3

Rio Tinto’s approach on participating in equity-based remuneration schemes is set out on page 189 of the Annual Report. This is also addressed in the Rio Tinto Securities Dealing Policy which is available on our website.



Source link

Related Articles

Industry Updates

Test & Review 120W Hood Solar Panel Lensun Solar Energy

I have had my Lensun Solar Panel from Lensun...

I Got A Scary Message… Prepare Now

I have been getting several concerning messages from distributors...

Stay in touch!

Follow our Instagram