The business and affairs of Newmont are managed by its Officers under the direction of the Board of Directors. Newmont’s Board provides a broad range of qualifications and interests ensuring a diversity of viewpoints and expertise. The Board has established Corporate Governance Guidelines and committees to assist in and manage many of its responsibilities. The Audit Committee, the Compensation and Management Development Committee, the Corporate Governance and Nominating Committee and the Environmental, Health and Safety Committee each have a written charter defining the role and responsibility of the committee within the governance framework of the company. Each member of the Audit Committee, the Compensation and Management Development Committee and the Corporate Governance and Nominating Committee meets the independence requirements established by the New York Stock Exchange.

The Audit Committee is appointed by the Board to assist the Board in monitoring:

1. the integrity of Newmont’s financial statements;
2. compliance with legal and regulatory requirements and corporate policies and controls;
3. the independent auditor’s selection, retention, qualifications and independence; and
4. the performance of Newmont’s internal audit function.

The Audit Committee is also responsible for preparing a report required by the rules of the Securities and Exchange Commission to be included in the company’s proxy statement.

The members of the Audit Committee are Noreen Doyle (Chair), Vincent A. Calarco, and Michael S. Hamson. For information on the Audit Committee Charter, click here.

The Corporate Governance and Nominating Committee is appointed by the Board to:

1. assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees at the annual meeting of stockholders;
2. review the organization, size, operation, practice and tenure policies of the Board;
3. assess the adequacy and quality of information provided to the Board prior to and during its meetings;
4. evaluate management’s recommendations on the election of officers;
5. lead the Board in its annual review of its performance;
6. recommend to the Board director nominees for each committee of the Board; and
7. review other issues related to corporate governance and best practices.

The members of the Corporate Governance and Nominating Committee are Vincent A. Calarco (Chairman), Glen A. Barton, Robert J. Miller, and Donald C. Roth. For information on the Corporate Governance and Nominating Committee Charter, click here.

The Compensation and Management Development Committee is appointed by the Board to discharge the Board’s responsibilities relating to compensation of the company’s directors and officers. The Compensation Committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs of Newmont. The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in the company’s proxy statement.

The members of the Compensation and Management Development Committee are Glen A. Barton (Chairman), John B. Prescott and Donald C. Roth. For information on the Compensation and Management Development Committee Charter, click here.

The Environmental and Social Responsibility Committee is appointed by the Board to:

1. assist the Board in its oversight of issues relating to sustainable development, environmental affairs, community relations and communications;
2. review Newmont’s environmental and social responsibility goals;
3. review policies and programs for achieving such goals and implementing such policies; and
4. maintain compliance with applicable environmental laws and regulations.

The members of the Environmental and Social Responsibility Committee are James V. Taranik (Chairman), Joseph A. Carrabba, Veronica M. Hagen, Robert J. Miller, and John B. Prescott. For information on the Environmental and Social Responsibility Committee, click here.

The Operations and Safety Committee is appointed by the Board as part of its commitment to adoption of best practices in mining operations and promotion of a healthy and safe work environment. The Committee's primary purposes are to provide advice, counsel and recommendations to management on operational issues and assist the Board in its oversight of operational and safety issues.

The members of the Operations and Safety Committee are John B. Prescott (Chairman), Joseph A. Carrabba, Veronica M. Hagen, and James V. Taranik. For information on the Operations and Safety Committee Charter, click here.