ROYAL GOLD INC
For the period ended May 23, 2024. Filed Apr 8, 2024.
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May 23, 2024 · Filed Apr 8, 2024
Contents
Board Structure
Board Structure
Our Board does not have a policy regarding separation of the roles of Chair and CEO. Our Board believes it is in our best interest to make that determination based on circumstances from time to time. Our Board believes that having an independent, non-executive Chair is currently the most appropriate structure. In the Board’s view, its current leadership structure effectively allocates authority, responsibility, and oversight between management and the independent directors. Mr. Hayes has served as our independent Chair since May 2014. If in the future we decide to appoint a non-independent Chair, our Governance Guidelines state that our independent directors will also appoint a lead independent director who will preside at meetings of the independent directors.
Committees of the Board
Our Board has two standing committees: the Audit Committee and the CNG Committee. Each committee is governed by a written charter that is reviewed annually and updated as appropriate to reflect regulatory or business changes. Each committee also reviews annually its own compliance with its charter. Committee charters are available on our website at www.royalgold.com under “ESG—ESG Document Library.”
| | AUDIT COMMITTEE | | ||||||
|---|---|---|---|---|---|---|---|---|
| | | | | | | |||
| | Jamie Sokalsky Chair | | | Fabiana Chubbs | | | Ronald Vance | |
| | Committee Members and Highlights | | | Key Responsibilities | | |||
| | ■ Audit Committee held six meetings during the year ended December 31, 2023 ■ Ronald Vance was elected as a member of the Audit Committee, effective August 22, 2023 ■ All members are independent under Nasdaq and SEC rules ■ All members are audit committee financial experts under SEC rules ■ All members satisfy the Nasdaq financial literacy and sophistication requirements | | | ■ Oversees the integrity of our financial statements ■ Oversees compliance with legal and regulatory requirements and corporate policies ■ Appoints, retains, and oversees the independent registered public accounting firm and evaluates its qualifications, performance, and independence ■ Approves auditing services and any non-audit services to be rendered by the independent registered public accounting firm ■ Monitors the internal audit process and critical accounting policies ■ Reviews the adequacy of financial and operating controls ■ Oversees our financial strategy, capital structure, and liquidity position ■ Oversees our cybersecurity program ■ Reviews and approves related-person transactions ■ Monitors compliance with our Code of Business Conduct and Ethics | | |||
| | | | 2024 Proxy Statement | | | 27 | |
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