Our Approach to Governance
Integrity and ESG Leadership at NOVAGOLD
NOVAGOLD is committed to strong corporate governance and responsible leadership in managing ESG risks and opportunities. Our Board of Directors plays a crucial role in overseeing the Company’s performance, ensuring transparency, and guiding strategic decision-making. Senior management leads the development and execution of our ESG strategy, while site-based teams implement initiatives on the ground. The President & CEO is accountable for social, environmental, and health and safety performance, with the VP, EHSS providing oversight at the corporate level and preparing our sustainability report.
Board nominations at NOVAGOLD are conducted through a rigorous process overseen by the Corporate Governance and Nominations Committee. This committee, composed of four independent directors, ensures a well-rounded and diverse Board by evaluating current skills, experience, and competencies while maintaining a long-term strategy for Board composition. The committee reviews Board size annually and addresses conflicts of interest in strict adherence to our Code of Business Conduct and Ethics, reinforcing our commitment to integrity and responsible governance.
Commitment to Strong Corporate Governance
The Company’s dedication to strong corporate governance is evident in the establishment of policies, principles, and practices that form the framework for our management approach, responsibilities, and corporate culture. Stewardship lies with the NOVAGOLD Board, responsible for maintaining our robust corporate governance system, ensuring the execution of ongoing strategy, and meeting obligations in a safe and reliable manner. Senior management develops long-term strategies, and annual operating and capital plans for operations, which are then reviewed and approved by the Board.
The Board and senior management team work closely together to ensure that matters are addressed at sites as well as at the corporate level. In addition to conducting site visits, our senior management team actively fosters open communication and ensures appropriate supervision by regularly receiving reports on sustainability-related matters. These reports cover aspects such as health and safety, environmental and social performance, and are submitted by site and health and safety managers. While the Board has ultimate responsibility, oversight of key aspects and topics are delegated to specific Board committees.
Goal Setting, KPIs, and Remuneration
At NOVAGOLD, our success is powered by people. That’s why we actively foster a strong organizational culture to ensure our goals are met effectively. Continuous performance discussions help maintain our focus on results.
Our executive team and Board collaborate to establish long-term strategic objectives alongside annual short-term goals. Performance against these goals is regularly monitored throughout the year by the Board. At year-end, the Board’s Compensation Committee leads a thorough assessment, reviewing company-wide goal setting, executive performance evaluations, and compensation programs. It then provides recommendations to the Board for consideration.
We integrate key health, safety, environmental, and social performance indicators into both corporate and individual goal assessments. This includes ESG performance goals for senior management, guiding executive compensation decisions and evaluating officer performance in alignment with annual corporate objectives.
At NOVAGOLD, we set rigorous annual goals and transparently disclose achievement levels for past and upcoming years in our Management Information Circular. Our success—both in public markets and within communities—is rooted in strong management principles. By prioritizing governance and accountability, we enhance business performance, mitigate risks, and ensure alignment with stakeholder interests.
Governance, Sustainability & Climate Change
While the Board is ultimately responsible for oversight of the Company’s ESG performance, the Sustainability Committee reviews the Company’s environmental direction with management on these matters. The NOVAGOLD Board of Directors and the Sustainability Committee are responsible for the Company’s climate related risk management and strategy. The Sustainability Committee meets at least quarterly and provides a report at each regular Board meeting. To ensure adherence to ethical, transparent, and responsible behavior, the Sustainability Committee receives regular reports for all sites and collaborates with NOVAGOLD leadership to provide directives for senior management.
Committee members periodically visit our sites for firsthand validation and interaction with site personnel. The Committee has specific responsibility for overseeing the Company’s climate change related activities and performance, and climate change related issues are addressed in detail at quarterly committee meetings, as well as reviewed at all Board meetings. All reviews and recommendations are sent to the full Board for approval, including approval of all annual ESG performance, including climate goals.
To view NOVAGOLD’s TCFD and GRI reports, click here.
