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RIO TINTO LTD

For the period ended Dec 31, 2025. Filed Feb 19, 2026.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Feb 19, 2026

RIO$83.73+0.7%Stored close · as of Nov 6, 2026
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Evaluating our performance

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

governance principles for both the UK and Australia.

How the 2025 evaluation worked

In 2025, we completed a review of the Board and Committees using

an online questionnaire platform that emphasised the following

objectives:

1)Capturing areas of strength and areas for improvement at the

start of the new Chief Executive’s tenure.

2)Benchmarking (where useful) against the 2024 internal survey

and external data.

3)Undertaking a deeper dive into Committees.

What the evaluation found

The evaluation concluded that the Board and its Committees

continued to demonstrate strong and constructive governance

throughout the year, underpinned by effective working relationships,

high ethical standards and a culture that supports open, respectful

and well-balanced debate. Well-structured agendas, improving

paper quality and strong leadership from the Chair enabled

thoughtful discussion and sound decision-making, while the broad

mix of experience across the Board contributed to robust and

informed oversight.

Overall performance was found to be very effective, though some

areas for further improvement were identified.

These include clearer communication of strategic priorities,

strengthening the alignment between long-term objectives,

performance measures and incentives, and how the Board oversees

operational performance, organisational change and talent

development. These focus areas reflect both the organisation’s

evolving context and the Board’s commitment to continuous

improvement.

Encouragingly, the review reflects a governance system operating

from a strong foundation in support of the effective delivery of the

Group’s long-term ambitions.

The Non-Executive Directors, led by the Senior Independent

Director, are responsible for the performance evaluation of the

Chair. They met in May 2025 to review this and the Senior

Independent Director (Sam Laidlaw at that time) met with the Chair

to feedback the outcome of that evaluation. The Chair met with each

non-executive director regularly throughout the year to discuss,

among other things, board effectiveness and individual director

performance. It was concluded that the performance of individual

directors continued to be effective.

Every 3 years, in accordance with the UK Corporate Governance

Code, we engage a professional external adviser to undertake an

independent evaluation of the Board’s effectiveness. In 2026, we will

conduct an external review.

Directors’ attendance at scheduled Board and Committee meetings during 20251

Committee AppointmentsBoardAudit & RiskNominations & GovernancePeople & RemunerationSustainability
Chair and Executive Directors
Dominic Barton7/74/45/54/4
Jakob Stausholm24/4
Simon Trott33/3
Peter Cunningham7/7
Non-Executive Directors
Dean Dalla Valle7/74/45/54/4
Simon Henry - retired 23 October 20254&56/66/63/3
Kaisa Hietala - retired 1 May 202562/32/22/2
Sam Laidlaw - retired 1 May 202573/33/32/22/2
Susan Lloyd-Hurwitz87/75/51/1
Martina Merz - retired 23 October 202595/62/3
Jennifer Nason107/76/65/5
Joc O'Rourke116/77/71/2
Sharon Thorne12&137/77/71/1
Ngaire Woods7/73/43/4
Ben Wyatt147/77/71/15/5
  1. In addition to the scheduled meetings of the Board and Committees for 2025, in order to attend to urgent matters, additional ad hoc meetings of the Board and Committees were

convened. Other than as expressly noted below, these meetings were attended by each member of those Committees.

  1. Jakob Stausholm stepped down from the Board with effect from 24 August 2025.

  2. Simon Trott became Chief Executive with effect from 25 August 2025.

  3. Simon Henry stepped down as Chair of the Audit & Risk Committee with effect from 9 June 2025.

  4. Simon Henry stepped down from the Board with effect from 23 October 2025. Simon was a member of the Audit & Risk and Nominations & Governance Committees.

  5. Kaisa Hietala stepped down from the Board with effect from 1 May 2025. Kaisa was a member of the Audit & Risk and Sustainability Committees.

  6. Sam Laidlaw stepped down from the Board with effect from 1 May 2025. Sam was Chair of the People & Remuneration Committee, member of the Nominations & Governance and

Sustainability Committees and Senior Independent Director of Rio Tinto plc.

  1. Susan Lloyd-Hurwitz became a member of the Sustainability Committee with effect from 23 October 2025.

  2. Martina Merz stepped down from the Board with effect from 23 October 2025. Martina was a member of the Sustainability Committee.

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

  4. Joc O’Rourke became a member of the Sustainability Committee on 1 May 2025.

  5. Sharon Thorne became Senior Independent Director of Rio Tinto plc and a member of the Nominations & Governance Committee with effect from 1 May 2025.

  6. Sharon Thorne became Chair of the Audit & Risk Committee with effect from 9 June 2025.

  7. Ben Wyatt became Chair of the People & Remuneration Committee with effect from 1 May 2025 and Senior Independent Director of Rio Tinto Limited with effect from 23 October 2025.

Board Committee membership key
Committee ChairAudit & Risk CommitteePeople & Remuneration Committee
Nominations & Governance CommitteeSustainability Committee

Nominations & Governance Committee report

The Nominations & Governance Committee ensures appointments

to the Board are subject to a formal, rigorous and transparent

procedure, oversees succession planning for the Board and

senior management, and develops the Group’s governance

arrangements on behalf of the Board.

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