RIO TINTO LTD

This year, the Board’s annual performance evaluation was led internally. This aligns with the

corporate governance principles for both the UK and Australia.

Every 3 years, we engage a professional

external adviser to undertake an

independent evaluation of the Board’s

effectiveness, and, in 2023, Jan Hall, of

business advisory company No.4, carried

this out. This external evaluation took an in-

depth look at Board dynamics and how the

Board operated. The Board agreed actions

for improvement from this evaluation, which

were detailed in our 2023 Annual Report and

we have worked to implement these during

The objectives of the 2024 internal

evaluation were then to:

1)Assess progress against the actions from

the 2023 external evaluation, and

determine if more work is needed to close

these out.

2)Understand where the Board is doing well

and where improvements could be made,

taking into account 2023’s detailed

review.

3)Set a benchmark against which

effectiveness can be assessed in

future years.

How the 2024 evaluation worked

All Board members completed an

anonymous questionnaire that looked at:

–progress against the specific actions from

the 2023 evaluation

–the performance of the Board during

the year

–the performance of its committees

–feedback on the performance of the Chair

and individual Directors.

In addition to the questionnaire, each

Director had an externally facilitated

interview to capture deeper and more

nuanced feedback on board effectiveness.

What the evaluation found

The evaluation concluded that the Board and

its Committees were working well, and that

the performance of the Chair and individual

Directors was effective.

The consensus from the questionnaire and

the interviews was very positive. Feedback

noted the improvement over the year in

terms of structuring the Board’s agendas and

papers to allow more time to be focused on

discussion and on material strategic topics.

The external evaluation in 2023 had

identified this as an improvement area. There

was agreement however that further

improvement is required, and work will be

undertaken on the format of the Board’s

materials to ensure they allow the Board to

consider matters in a focused and

concise way.

With a number of newly appointed Directors,

the Board spent 2 dedicated sessions in

2024 on team dynamics and accelerating the

process of getting to know one another more

deeply. The evaluation results reflected that

these sessions were considered very

valuable and will be repeated.

The Non-Executive Directors, led by the

Senior Independent Director, are responsible

for the performance evaluation of the Chair

and met separately in 2024 to discuss this.

The externally facilitated interview process

also captured feedback on the Chair and

Directors, all of whom were considered to be

performing efficiently.

Directors’ attendance at scheduled Board and committee meetings during 20241

1. In addition to the scheduled meetings of the Board and Committees for 2024, in order to attend to urgent matters, 2 ad hoc meetings of the Board were convened. Other than as expressly

noted below, these meetings were attended by each member of those committees.

2. Susan Lloyd-Hurwitz was unable to attend a meeting of the People & Remuneration Committee in February due to medical reasons.

3. Simon McKeon stepped down from the Board with effect from 2 May 2024.

4. Kaisa Hietala and Joc O'Rourke became members of the Audit & Risk Committee with effect from 1 June 2024.

5. Sharon Thorne became a member of the Audit & Risk Committee with effect from 1 July 2024.

6. Ben Wyatt became a member of the People & Remuneration Committee with effect from 1 June 2024.

7. Martina Merz became a member of the Sustainability Committee with effect from 1 June 2024.

8. Kaisa Hietala, Susan Lloyd-Hurwitz, Martina Merz, Jennifer Nason, Joc O'Rourke and Ben Wyatt ceased to be members of the Nominations Committee with effect from 31 May 2024.

9. Ngaire Woods ceased to be a member of the People & Remuneration Committee with effect from 31 May 2024.

10. Joc O'Rourke ceased to be a member of the Sustainability Committee with effect from 31 May 2024.

11. Sam Laidlaw was unable to attend a meeting of the Sustainability Committee in December due to a pre-existing commitment.

12. Jennifer Nason became a member of the Audit & Risk Committee with effect from 17 February 2025.

Board committee membership key