IGO Interactive Annual Report 2020

Corporate Governance Working together to Make a Difference for all of our stakeholders by creating value through good corporate governance and fostering a culture we can be proud of. At IGO, we believe that excellence in corporate governance is essential for the long-term sustainability of the business and building long-term value for all our stakeholders and employees. Whilst the Board of Directors is responsible for the Company’s corporate governance, we do not see governance as just a matter for the Board. We believe good governance is about doing the right thing and having the courage to stand up for what is right. It is the responsibility for all those who work at IGO to act ethically, with integrity and within the law, and this ethos is embedded throughout the organisation. Our governance framework supports our people to deliver our strategy and provides an integral role for effective and responsible decision making at IGO. The Board is responsible for promoting the success of the Group in a way which ensures that the interests of shareholders and stakeholders are promoted and protected. Some of its key functions are setting the long-term corporate strategy, reviewing and approving business plans and annual budgets, overseeing the risk management framework that includes both financial and non-financial risks, approving material capital expenditure, approving financial statements, approving and monitoring the adherence to Company policies, developing and promoting corporate governance, and demonstrating, promoting and endorsing an ethical culture. Further details can be found in the Board Charter that can be found in the Governance section of the IGO website. BOARD COMMITTEES To assist the Board to discharge its responsibilities, the Board has established the following Committees: • Audit • Nomination & Governance • People & Performance • Sustainability & Risk Each Committee works within a Charter approved by the Board, which sets out the roles and responsibilities, composition, structure and membership requirements for the Committee. Details of relevant qualifications and experience for all Committee members can be found on pages 40 and 41 of this Annual Report. Further information about the Committees can be found in the 2020 Corporate Governance Statement. Further information about governance at IGO as well as copies of the Board and Committee Charters can be found in the Governance section of IGO’s website at https://www.igo . com.au/site/our-business/governance. MEMBERSHIP ROLE KEY ACTIVITIES UNDERTAKEN DURING THE YEAR AUDIT COMMITTEE Ms Debra Bakker (Chair) Mr Peter Bilbe Ms Kathleen Bozanic To monitor and review the effectiveness of the control environment of IGO in the areas of balance sheet risk, relevant legal and regulatory compliance and financial reporting. • Monitoring relevant changes in legislation and corporate governance in relation to financial reporting • Reviewing key accounting policies and practices • Overseeing adequacy of the Group’s financial controls • Reviewing and making recommendations to the Board on the half- year and annual financial statements • Reviewing and approving the quarterly activity reports • Approving external audit plan and fees • Reviewing independence and performance of external auditor • Monitoring and reporting to the Board any material reports received under the Whistleblower and Anti-Bribery and Corruption Standards. NOMINATION & GOVERNANCE COMMITTEE Mr Peter Bilbe (Chair) Ms Kathleen Bozanic Mr Neil Warburton To assist the Board to review Board composition (including identifying candidates for the Board), director independence, succession, performance and relevant policies and practices. • Monitoring relevant changes in legislation and corporate governance • Reviewing Corporate Governance Standards • Reviewing and making recommendations to the Board on the composition of the Board • Identified, evaluated and recommended additional non-executive director to the Board • Reviewing and making recommendations to the Board on director rotation • Reviewing director skills matrix and conducting gap analysis • Approving three-year Board Evaluation process • Board succession planning. PEOPLE & PERFORMANCE COMMITTEE Mr Keith Spence (Chair) Ms Debra Bakker Mr Peter Bilbe Mr Peter Buck To assist the Board in establishing IGO’s remuneration framework and relevant policies and practices to attract, retain and motivate employees. • Monitoring relevant changes in legislation and corporate governance in relation to employment and remuneration • Reviewing IGO’s remuneration policies and practices • Reviewing strategies to recruit, retain and motivate employees • Reviewing and monitoring culturing program and Employee Engagement Survey results • Monitoring learning and development program • Reviewing and monitoring progress against measurable objectives in respect of diversity and inclusion • Reviewing and making recommendations to the Board on: – Non-executive director, CEO and KMP remuneration – Employee share plans; and – the Remuneration Report. SUSTAINABILITY & RISK COMMITTEE Mr Peter Buck (Chair) Ms Debra Bakker Mr Keith Spence Mr Neil Warburton To assist the Board in meeting its oversight responsibilities in relation to the Company’s Risk Management System and sustainability policies and practices. • Monitoring relevant changes in legislation and corporate governance in relation to risk reporting and sustainability • Quarterly reviews of the Group’s Critical Business Risks • Reviewing the Company’s Risk Management Framework • Reviewing the Company’s insurance and maintaining oversight of the Company’s insurance activities • Reviewing internal audits and approval of Internal Audit Plan • Assessing processes to ensure compliance with legal and regulatory requirements • Reviewing the Company’s environmental, health and safety performance as well as community relations • Consideration of heritage and land access matters affecting the Company • Consideration of climate change risk and opportunities relevant to IGO • Reviewing and recommending to the Board on the Company’s Sustainability Report. Purpose and Values Code of Conduct Group Policies Common Management System Standards Function Standards Sustainability Human Resources Financial IT Governance New Business EXECUTIVE LEADERSHIP TEAM STAKEHOLDERS BOARD CHIEF EXECUTIVE OFFICER AUDIT COMMITTEE NOMINATION & GOVERNANCE COMMITTEE PEOPLE & PERFORMANCE COMMITTEE SUSTAINABILITY & RISK COMMITTEE 36 — IGO ANNUAL REPORT 2020 IGO ANNUAL REPORT 2020— 37