The Royal Gold, Inc. Board of Directors is committed to exemplary governance standards and practices. The Board is comprised of seven members, all but one of whom is independent. The Board determined that the directors designated as “independent” have no relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The roles of the Chairman and Chief Executive Officer are separate.
The Board has a standing Audit and Finance Committee and a Compensation, Nominating, and Governance (“CNG”) Committee. The Audit Committee assists the Board in its oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, and corporate financial and accounting policies and controls. It also provides oversight for the capital requirements of the Company. The CNG Committee oversees the Company’s compensation policies, plans and programs, conducts searches for and nominates qualified candidates to fill director vacancies, and reviews and recommends the compensation to be paid to the executive officers and directors. Specific Charters have been developed for each committee outlining their roles and responsibilities and are posted on the Company’s website.
Communication with Directors
Any stockholder desiring to contact the Company’s Board of Directors may do so by writing to the Corporate Secretary, Royal Gold, Inc., 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202. The communication should state the number of shares beneficially owned by the stockholder making the communication. The Corporate Secretary will forward all legitimate business communication to the Chairman of the Board, the Chairman of the CNG Committee, the Chairman of the Audit Committee, or to other members of the Board of Directors, as appropriate.
The Board of Directors adopted Board of Directors Guidelines to assist them in the discharge of their duties and to serve the interests of the Company and the stockholders. The Board of Directors Governance Guidelines document is posted on the Company’s website.
Code of Business Ethics and Conduct
The Company’s Code of Business Ethics and Conduct (“the Code”) applies to all of its directors, officers and employees. The Code is designed to deter wrongdoing and promote: a) honest and ethical conduct; b) full, fair, accurate, timely and understandable disclosure; c) compliance with laws, rules and regulations; d) prompt internal reporting of Code violations; and e) accountability for adherence to the Code. The Code is posted on the Company’s website.
The Company’s Whistleblower Policy and related reporting hotline enables stakeholders to report concerns regarding actual or suspected fraud or improper activities in respect to the Company’s accounting, internal controls or auditing matters, violations of the law and any other violations of its Code of Business Conduct and Ethics. The Whistleblower Policy is posted on the Company’s website.