Page 39 - NG_2018-AR.indd

corporate strategy & governance corporate social responsibility
Frequent engagement with our shareholders is fundamental in continuing
to improve our disclosure and good governance practices. We recognize
the importance of consistent, proactive communication, and feel that their perspectives help deepen our understanding of our shareholders’ priorities. NOVAGOLD’s board of directors’ obligation is to oversee and govern the company responsibly, a key function in advising management on strategic direction and practices, employee well-being, and partnerships – and essential toward enhancing shareholder value.
commitment and engagement
We provided shareholders with access to directors and management in 2018; they in turn share investor feedback with the respective committees and the board. In addition to engaging with shareholders representing 82% of the company’s issued and outstanding shares ahead of the company’s 2018 Annual General Meeting (AGM), we conducted a post-proxy outreach effort in August and September to obtain feedback from the 10 largest shareholders who NOVAGOLD believed voted against Say-on-Pay at the AGM, reporting the results to the respective committees of the board for their consideration.
response
NOVAGOLD eliminated the individual performance multiplier in the formula for long-term equity compensation, which had the potential to increase long-term equity incentive grants (stock options and Performance Share Units [PSUs]) above the target amount, extended the vesting period for new stock options and PSU grants to three years, and enhanced the description of annual company goals in the circular. Also in 2018, our board exercised negative discretion on the 2017 company goal achievement rating, reducing annual incentive payouts to acknowledge
the year’s lackluster share price performance, as well as adopted an executive compensation claw back policy in response to shareholder feedback during our 2017 outreach efforts.
2019 objectives
f continue NOVAGOLD engagement with shareholders
f further enhance compensation and governance practices as a follow-up to
recommendations made during the company’s 2017 and 2018 proxy and post- proxy outreach
For more information about the core values ingrained in our policies and business strategy – including on-location videos and sustainability metrics – please visit novagold.com.
37