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Our Approach to Governance
Our Approach to Governance
Within NOVAGOLD, the Board assumes a pivotal role in overseeing the Company’s performance and the management of ESG risks and opportunities. The formulation of our ESG strategy and the oversight of its execution lie with senior management. Site-based teams are responsible for implementing on-the-ground initiatives. The President & CEO bears accountability for social, environmental, and health and safety performance, while the VP, EHSS exercises oversight at the corporate level. Additionally, the VP, EHSS, is responsible for the preparation of this sustainability report.
The nomination process for Board members at NOVAGOLD is overseen by the Corporate Governance and Nominations Committee (the “Governance Committee”), which is comprised of four directors, all of whom must be independent as determined by the Board in accordance with applicable rules and regulations. The Governance Committee members are appointed annually by the Board, typically following the annual meeting of shareholders. Regarding nominations, the Governance Committee develops and maintains a long-term plan for the composition of the Board, considering factors such as the current skills, competencies, and experience of existing members, as well as diversity in various aspects. Additionally, the Governance Committee conducts an annual review of the Board’s size to ensure effectiveness, recommending adjustments as necessary. Moreover, the Governance Committee monitors and addresses conflicts of interest, whether real or perceived, among both the Board and management, adhering strictly to the Code of Business Conduct and Ethics.
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, success is driven by our people, making it imperative to actively cultivate our organizational culture to achieve our goals effectively, which necessitates continuous performance discussions to maintain a focus on results. The executive team and the Board work together to set long-term strategic company goals and short-term annual goals. The assessment of performance against these goals is monitored regularly during the year by the Board. At the end of each year, the Board’s Compensation Committee oversees the assessment of performance against goals, leading the annual review of company goal setting, executive performance evaluations, and compensation programs, as well as providing recommendations on those topics to the Board for its consideration.
The Company integrates health, safety, environmental, and social performance indicators into the assessment of both corporate and individual performance goals, including ESG performance goals set for senior management. This approach guides the determination of executive compensation and evaluates officer performance relative to annual corporate goals and objectives, including ESG performance and annual incentive compensation plans. NOVAGOLD establishes rigorous annual goals and discloses details of levels of achievement for the goals of the previous year and company goals for the upcoming year in the Management Information Circular. NOVAGOLD’s success in both public markets and communities is grounded in sound management, recognizing that strong governance and accountability enhance business performance and mitigate risks, aligning 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.
