Governance
NOVAGOLD approaches the disclosure of our ESG and sustainability performance pragmatically, disclosing benchmarks that we believe are the most relevant measurements of our performance. We are committed to maintaining robust corporate governance practices that enable us to achieve our company goals and maintain the trust and confidence of our shareholders, employees, regulatory agencies, market participants and other stakeholders. We recognize the importance of consistent, transparent, and proactive communication, and feel that facilitating our stakeholders’ opportunities to share their perspectives with us help deepen our understanding of their interests, concerns, and priorities. NOVAGOLD establishes rigorous annual goals and discloses details of those goals for the upcoming year, as well as levels of achievement for the goals of the previous year, in its management information circular. 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 leads the annual review of company goal setting and performance and executive performance evaluations and makes recommendations to the Board regarding the executive and director compensation programs.
“During 2022, NOVAGOLD’s independent corporate governance and nominating Committee continued its work to seek candidates for Board refreshment. The Committee’s efforts, assisted by a third-party executive search firm, resulted in the nomination of three excellent new candidates on management’s slate of director nominees for 2023. At the close of 2022, NOVAGOLD’s Board reflected diversity in ethnicity, age, skills and experience, and gender. The Committee will continue this work in accordance with the diversity initiatives adopted by the Board and the Committee into the future.”
Sharon Dowdall
Director and Chair of NOVAGOLD’s Governance and Nominating Committee
In August 2022, the Board adopted an Integrated Risk Management Policy as part of its continuing efforts to proactively acknowledge, understand, prioritize, and manage risks and opportunities across all company activities. This ensures the company will continue to adjust and respond to our rapidly changing world and to best serve the company’s stakeholders. Understanding the relationship between risk tolerance and control strategies results in optimized business planning and identification of areas needing further challenge and scrutiny. The executive team and the Board are committed to sound corporate governance practices, which are in the interest of shareholders and contribute to effective and efficient decision-making. As part of the company’s commitment to effective corporate governance, the Board, with the assistance of the Audit, Compensation and Corporate Governance and Nominations Committees, monitors changes in regulatory requirements and best practices. Strong corporate governance helps us achieve our goals and maintain the trust and confidence of our investors, employees, regulatory agencies, and other stakeholders.
In May 2022, our Board dissolved the Environment, Health, Safety, Sustainability and Technical Committee (EHSS), dividing its responsibilities among two new standing Committees to ensure that appropriate time and attention is given to their areas of focus. The two new standing Committees are:
- the Engineering and Technical Committee, and
- the Sustainability Committee.
The Sustainability Committee is comprised of directors with knowledge and experience in the areas of environmental stewardship, permitting and compliance, social license, climate change, biodiversity, and worker health and safety. 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 Sustainability Committee meets at least quarterly and provides a report at each regular Board meeting. The Engineering and Technical Committee is comprised of directors with technical expertise in the planning, development, and safe operation of large mines.
- Additional information and detail about goal-setting methodology and measurement can be found in the 2023 Management Information Circular dated March 24, 2023 available on www.sec.gov, www.sedar.com, and www.novagold.com.