Governance, Ethics & Transparency

Governance, Ethics & Transparency

Our Approach

Northern Star is committed to demonstrating the highest standards of corporate governance – it is the foundation of stakeholders trust in our business.  The cornerstone principles of corporate governance are accountability, transparency, fairness and responsibility. Northern Star’s conduct of these principles are evidenced in ethical behaviour, pursuit of corporate strategy, remuneration practices and risk management. The Company understands the long-term benefits of practicing good governance.

Corporate Governance

Northern Star is fully aligned with all 35 Recommendations of the ASX Corporate Governance Council Principles and Recommendations.

Northern Star believes Board diversity including gender, age, skillset and tenure is crucial for ensuring good governance, fresh perspective and that the Board is equipped with a deep understanding of the Company and its business.

Further information and copies of relevant policies and documents on Corporate Governance in Northern Star are available on our Corporate Governance page.

Northern Star’s Corporate Governance Framework 

Board Committees Sustainability Focus

The Board’s five standing Committees: Audit & Risk Committee, Environmental, Social & Safety Committee, Nomination Committee, Remuneration Committee, and Exploration & Growth Committee, assist the Board to discharge its governance responsibilities. The Committees oversee, review and progress matters on behalf of the Board to assist the Company to meet its strategic objectives.

The Audit & Risk Committee, ESS Committee and the Remuneration Committee assisted Northern Star’s progress towards more sustainable operations by focusing on the topics describe below:

Risk Mitigation & Management

Northern Star has a mature risk management capability and management system. Northern Star prioritises hazard and risk assessments, mitigation and management of risks across every aspect of our operations. ESG risks and control measures are embedded in the corporate risk register, and site risk registers.

Northern Star’s operations are guided by Northern Star’s Risk Management Policy and Risk Management Standard, which apply to the management of all types of risks within the business, document our internal control systems and provide the processes for risk assessment and management.  The Company’s Risk Management Standard outlines accountabilities, processes for risk reporting and the control mechanisms designed to ensure that our workers adequately identity, assess and manage risks at all our operations.

In accordance with the Audit & Risk Committee Charter, Northern Star’s Audit & Risk Committee reviews and monitors the degree to which risks are identified, assessed, and mitigated, evidenced in the corporate and site risk registers. A major responsibility of the Committee is to oversee, test and debate with senior management the identification of new, emerging and escalating risks which are inherent in the Company’s operations, and consider whether the risk mitigation actions reduce the inherent risk ratings sufficiently to an acceptable residual risk rating. Results of the Committee’s risk reviews are reported to the Board twice annually. In addition, on an annual basis the Committee’s Directors attend sessions with each of the site General Managers to receive detailed presentations on their site’s specific risks and mitigation strategies with questions and answers that benefit all parties to understand the risks.

The Audit & Risk Committee is also responsible for periodically reviewing and recommending any necessary changes to the Company’s risk management framework or the risk appetite set by the Board.

Ethical Business Practices

Our Code of Conduct supports our objectives of increasing Shareholder value within an appropriate ethical framework. It provides a decision compass for the way Northern Star does business and holds personnel accountable for:

  • Exercising integrity in their decisions and behaviour.
  • Acting ethically in the best interests of our shareholders.
  • Complying with all laws and company policies.

The Company strives to act in accordance and in compliance with current laws and regulations in all jurisdictions where we operate. Northern Star corporate governance policies set up the expectations for compliance and ethical behaviour by our people and in our operations. The key policies are disclosed on our website  to ensure accountability, fairness and transparency. In addition all inductions completed by our workers explain the importance and relevance of the key policies to our operations.

The abuse of human rights, including modern slavery practices in all its forms, is condemned by Northern Star. Our Human Rights Policy recognises our role in protecting the human rights of all people involved in, or impacted by, our business  practices and taking meaningful steps to identify and address our modern slavery risks.

Employees and other stakeholders who suspect or see unethical, illegal or improper behaviour within the Company are encouraged to report and are protected under our Whistleblower Policy which provides for a confidential, anonymous and retaliation-free process for people to report their concerns, free of fears of retaliation, with confidence the Board will be made aware of the situation and any corrective actions. Whistleblower reports, Code of Conduct concerns and any serious breaches of conflict of interest are standing items for discussion on all Audit and Risk Committee and Board agendas.

Transparency in Disclosure

Northern Star understands that stakeholder trust and investor confidence is built and maintained on a foundation of transparent disclosure. The Company’s disclosure practices provide further clarity, insight and transparency about the Company, its operations and its governance practices, for the benefit of our shareholders and stakeholders.

Our disclosures are guided by Northern Star’s Continuous Disclosure Policy and Shareholder Communication Policy. In  addition to disclosing in accordance with these policies, Northern Star regularly reviews and enhances its periodic disclosures to ensure openness, fairness and accountability in our external communications.

To further ensure that we practice transparency we regularly pursue meetings with proxy advisors and each year, prior to Northern Star’s Annual General Meeting, we invite Shareholders to submit questions to our Board and Auditors, in addition to welcoming further questions from the floor on the day of the Annual General Meeting. This allows our stakeholders and shareholders an opportunity to seek further transparency directly.

As part of our commitment to transparency, under the Australian Voluntary Tax Transparency Code, Northern Star continues to voluntarily publish the Company’s annual Tax Corporate Governance Statements on our Corporate Governance page.