RIO TINTO LTD
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
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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
Contents
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 Appointments | Board | Audit & Risk | Nominations & Governance | People & Remuneration | Sustainability | |
| Chair and Executive Directors | ||||||
|---|---|---|---|---|---|---|
| Dominic Barton | 7/7 | 4/4 | 5/5 | 4/4 | ||
| Jakob Stausholm2 | 4/4 | |||||
| Simon Trott3 | 3/3 | |||||
| Peter Cunningham | 7/7 | |||||
| Non-Executive Directors | ||||||
| Dean Dalla Valle | 7/7 | 4/4 | 5/5 | 4/4 | ||
| Simon Henry - retired 23 October 20254&5 | 6/6 | 6/6 | 3/3 | |||
| Kaisa Hietala - retired 1 May 20256 | 2/3 | 2/2 | 2/2 | |||
| Sam Laidlaw - retired 1 May 20257 | 3/3 | 3/3 | 2/2 | 2/2 | ||
| Susan Lloyd-Hurwitz8 | 7/7 | 5/5 | 1/1 | |||
| Martina Merz - retired 23 October 20259 | 5/6 | 2/3 | ||||
| Jennifer Nason10 | 7/7 | 6/6 | 5/5 | |||
| Joc O'Rourke11 | 6/7 | 7/7 | 1/2 | |||
| Sharon Thorne12&13 | 7/7 | 7/7 | 1/1 | |||
| Ngaire Woods | 7/7 | 3/4 | 3/4 | |||
| Ben Wyatt14 | 7/7 | 7/7 | 1/1 | 5/5 | ||
- 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.
Jakob Stausholm stepped down from the Board with effect from 24 August 2025.
Simon Trott became Chief Executive with effect from 25 August 2025.
Simon Henry stepped down as Chair of the Audit & Risk Committee with effect from 9 June 2025.
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.
Kaisa Hietala stepped down from the Board with effect from 1 May 2025. Kaisa was a member of the Audit & Risk and Sustainability Committees.
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.
Susan Lloyd-Hurwitz became a member of the Sustainability Committee with effect from 23 October 2025.
Martina Merz stepped down from the Board with effect from 23 October 2025. Martina was a member of the Sustainability Committee.
Jennifer Nason became a member of the Audit & Risk Committee with effect from 17 February 2025.
Joc O’Rourke became a member of the Sustainability Committee on 1 May 2025.
Sharon Thorne became Senior Independent Director of Rio Tinto plc and a member of the Nominations & Governance Committee with effect from 1 May 2025.
Sharon Thorne became Chair of the Audit & Risk Committee with effect from 9 June 2025.
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 Chair | Audit & Risk Committee | People & Remuneration Committee | |||
| Nominations & Governance Committee | Sustainability 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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