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
Governance framework
Our Board is structured to support good governance, which means considering the right things, at the
right time, with the right people and insights. Our framework also helps the Board support the
executive team, and strengthen our strategic focus.
Board of DirectorsWe believe good corporate governance supports high standards of business conduct and helps ensure the long-term success of our business - and our Board is structured to uphold this.
| Audit & Risk CommitteeHelps the Board monitor decisions and processes designed to ensure the integrity of financial reporting, the independence and effectiveness of the external auditors, and robust systems of internal control and risk management. | Nominations & Governance CommitteeHelps the Board determine Board and committee composition to ensure the right balance of skills, experience, and background, and oversees succession, director development, and governance arrangements and disclosures. | People & Remuneration CommitteeHelps the Board ensure the Remuneration Policy and practices reward employees and executives fairly and responsibly, with a clear link to corporate and individual performance, and focuses on people and culture. | Sustainability CommitteeHelps the Board oversee the Group’s integrated approach to sustainability and strategies designed to manage safety and health, and social and environmental risks, including management processes and standards. | Chair’s CommitteeSupports the functioning of the Board and will consider urgent matters between Board meetings. | Chief ExecutiveHas 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 and in accordance with the Group’s delegation of authority framework. |
| See page 115 | See page 113 | See page 122 | See page 120 | ||
For more information and to view the Board Charter - outlining the Board's role and delegation to management - the schedule of matters reserved for the Board, and committee terms of reference see riotinto.com/corporategovernance
Executive Committee
The Executive Committee supports the Chief Executive in delivering
strategy, annual plans and commercial objectives, and in managing
the financial and operational performance of the Group.
A number of executive level committees support the Chief Executive
in the performance of his duties. The key committees are as follows:
Investment 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.
Capital Committee
Reviews proposals for investments that are not strategically
complex. Focused on capital approvals supporting the continuity,
asset health, decarbonisation and closure programs of existing
businesses and approved growth projects.
Risk Management Committee
Oversees the management and mitigation of the material risks that
could materially impact the Group’s business objectives and exceed
its risk tolerances.
Ore Reserves Steering Committee
Responsible for standards and control procedures in the Mineral
Resources and Ore Reserves estimation and disclosure process.
Ensures that they are effective in meeting internal objectives and
regulatory requirements.
Closure Steering Committee
Oversees the process and controls designed to manage the material
risks related to rehabilitation, closure and legacy operations.
Disclosure 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.
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