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GOVERNANCE AND CORPORATE POLICIES
NOVAGOLD is committed to maintaining robust corporate governance practices that enable us to achieve our company
goals and maintain the trust and confidence of our investors, employees, regulatory agencies, 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.
The company establishes rigorous annual goals and discloses details of levels of achievement for the goals of the previous
year and for the upcoming year in the 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 compensation committee leads the annual review of company goal-setting and performance, executive performance evaluations, and setting of the executive and director compensation programs, as well as provides recommendations on those topics to the board for its consideration.
NOVAGOLD’s board of directors and management team acknowledge the importance of diversity, including experience, race, ethnicity, gender, age, and cultural background, because we value the contributions of differing perspectives (which have also been shown to correlate with long-term business success). When considering candidates for executive positions, the company’s evaluation considers the broadest possible assessment of each candidate’s skills and background, the overriding objective to ensure the appropriate balance of skills, experience, and capacity necessary to be successful. Because of this objective, the company has not set targets for specific percentages of women, or other aspects of diversity, in executive positions. Forty-six percent of NOVAGOLD’s employees are women.
NOVAGOLD’s board of directors’ obligation is to oversee corporate strategy and governance, key functions in advising management on strategic direction and practices, employee well- being, and partnerships. Eight of the company’s 10 board members are independent, three of whom are women.
The environmental, health, safety and sustainability
and technical committee is a standing sub-committee of the NOVAGOLD board, to which the board has delegated certain responsibilities relating to oversight for the development, implementation, and monitoring of the company’s health, safety,
environment, and sustainability policies, including the company’s ESG performance and disclosures. There are five members on the committee with a cumulative total of senior mining management industry experience of greater than 160 years. All committee members except NOVAGOLD’s president and CEO, Greg Lang,
are independent. The committee is composed of directors
with knowledge and experience in the areas of environmental stewardship and compliance, social license, worker safety, and technical expertise in the permitting, planning, development, and operation of large mines. While the board is ultimately responsible for oversight of the company’s ESG performance, the committee reviews the company’s environmental and social engagement performance at every committee meeting and provides strategic direction to management on these matters. The committee provides a report at each regular board meeting.
After our 2017 and 2018 annual shareholder meetings, we commenced post-proxy shareholder engagement campaigns in response to suboptimal approval rates for our annual advisory say- on-pay resolution. Members of management, and, in some cases, members of both the compensation and the corporate governance and nominations committees participated in these meetings. The engagement resulted in the implementation of changes to the executive compensation program, the adoption of a board service policy, and adoption of an executive compensation clawback policy. We were pleased to see that the changes implemented after listening to our shareholders resulted in higher approval ratings of the say-on-pay proposal at our 2019 and 2020 annual
shareholder meetings.
Other governance changes in the past three years include the departure of four long-tenured directors and the addition of three new independent directors; the reduction of the board size from
11 to 10 seats; an increase in the number of women on the board from one to three; and the adoption of a board service policy to prevent over-boarding. There have also been numerous changes
to the company’s executive compensation program since 2017 that have had the cumulative effect of reduced total compensation. The company’s revised approach to executive compensation resulted in the say-on-pay resolution receiving 87 percent approval at the 2020 annual shareholder meeting.
For more information, please refer to the Sustainability page on our website at www.novagold.com/sustainability/.
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