A World Class Streaming and Royalty Company
RGLD Nasdaq 127.13 -0.39 -0.31% Volume: 16,850 August 21, 2019
Current Gold Price 1503.55 -3.95 -0.26% Volume: August 21, 2019

Overview

Our Board of Directors is committed to exemplary governance standards and practices. The Board is comprised of seven members, six of whom are independent. The Board determined that the directors designated as “independent” have no relationship with the Company that would interfere with their independent judgment while carrying out the responsibilities of a director. Our Board Chairman and our Chief Executive Officer are separate roles.

Committees

The Board has a standing Audit and Finance Committee (“AF Committee”) and a standing Compensation, Nominating, and Governance Committee (“CNG Committee”). All the directors serving on these committees are independent from the Company under applicable Nasdaq listing standards and Securities Exchange Act rules.

Audit and Finance Committee

Pursuant to the Audit and Finance Committee Charter, the AF Committee assists the Board of Directors in its oversight of the integrity of Royal Gold’s financial statements and our compliance with legal and regulatory requirements and corporate policies and controls.

Responsibilities:

The AF Committee reviews and reports to the Board with respect to the oversight of various financial, auditing, and accounting matters and related key risks, including:

  • The selection and oversight of our independent auditors, including the nature of all audit and non-audit services to be performed;
  • Review and discussions with our independent auditors and senior managers regarding our financial statements, including accounting practices and process;
  • Overview of our internal audit processes;
  • Review with management regarding various corporate financial matters, including our financial strategy, capital structure, and liquidity position; and
  • Investigate other matters brought to the attention of the AF Committee that is within the scope of its duties.

Financial Literacy

  • All members of the AF Committee satisfy Nasdaq’s financial literacy requirements.
  • The Board has determined that each member is an “Audit Committee Financial Expert”, because of his knowledge, abilities, education, and experience.

Compensation, Nominating and Governance Committee

Pursuant to the Compensation, Nominating and Governance Committee Charter, the CNG Committee has responsibilities for Royal Gold’s Board composition, compensation plans and strategies, and compliance with appropriate corporate governance principals.

Responsibilities:

The CNG Committee reviews and reports to the Board with respect to the oversight of various compensation and governance matters, including the composition of our Board, and:

  • Identifying and recommending nominees to serve on our Board;
  • Overseeing Royal Gold’s compensation policies, plans, and programs as well as its strategies related thereto;
  • Evaluating and approving the annual compensation of our named executive officers as well as our independent directors;
  • Reviewing the objectives and performance of our CEO and then, succession planning for the CEO role;
  • Reviewing and discussing with senior management various public disclosures in Royal Gold’s CD&A for its annual proxy statement and CNG Committee Report amongst other reports; and
  • Reviewing corporate governance best practices and establishing guidelines.

Governance Guidelines

The Board of Directors adopted the Board of Directors Governance Guidelines to assist them in discharging their duties and serving the interests of the Royal Gold and our stockholders.

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