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Our approach to governance

Fortescue’s approach to governance is outlined in our FY25 Corporate Governance Statement including a description of:

  1. our governance framework
  2. the roles and responsibilities of our Board, Board Committees and directors
  3. the role of the Delegations of Authority
  4. meeting attendance for our Board and Board Committees
  5. Board skills matrix and diversity (including climate-related skills and experience)
  6. how directors maintain the skills required to discharge their duties.

To read our FY25 Corporate Governance Statement please see our FY25 Annual Report in our Document Library.

Read our FY25 Corporate Governance Statement

Governance Framework

Fortescue seeks to adopt leading practice and contemporary governance standards and apply these in a manner consistent with our culture and Values.

We support the intent of the 4th Edition of the Australian Securities Exchange (ASX) Corporate Governance Council’s Corporate Governance Principles and Recommendations and unless otherwise disclosed, have reported against the requirements of these Principles and Recommendations.

Board Oversight

The monitoring, management, and oversight of sustainability and associated risks and opportunities is a key responsibility of the Board. The Board performs this role as as part of: 

  • Strategic planning: developing corporate objectives and strategy with management and approving plans, new investments, major capital and operating expenditures and major funding activities proposed by management.
     
  • Performance monitoring: monitoring actual performance against defined performance expectations.
     
  • Risk oversight: overseeing the management of business risks (both financial and non-financial), safety and occupational health, environmental issues and community development.
     
  • Governance, reporting and controls: satisfying itself that there are appropriate reporting systems and controls to assure the Board that proper operational, financial, compliance, risk management, sustainability and internal control processes are in place and functioning appropriately, further approving and monitoring financial and other reporting.
     
  • Remuneration alignment: satisfying itself that remuneration policies and practices aligned with our purpose, culture, Values, strategic objectives and risk appetite.

Board Committees

The Board has established Board Committees to assist in the execution of its duties and to ensure that important and complex issues are given appropriate consideration. The primary Board Committees of the Board are the Audit, Finance and Risk Management Committee (AFRMC), the Safety and Sustainability Committee (SSC), and the People, Remuneration and Nomination Committee (PRNC). Each of these Board Committees plays a role in Board oversight of climate-related activities.

At each Board meeting, the Board receives updates on sustainability topics from the Chair of the SSC. It also receives updates on the progress of decarbonisation activities and considers proposals for climate-related capital investments exceeding the value delegated to management through the Delegations of Authority. The Board approves sustainability targets, Annual Sustainability Reports, Climate Change Reports and Climate Transition Plans.

Management Roles and Responsibilities

The Board has delegated responsibility for day-to-day activities to the executive team. This includes delegated responsibility for executing our business strategy including our sustainability strategy, managing business performance, and reviewing and managing material risks, including sustainability risks. The following key roles support Board oversight of sustainability:
  • Chief Executive Officer (CEO) Metals and Operations: ultimate responsibility for sustainability activities and strategy

     

  • Chief Executive Officer (CEO) Growth and Energy: responsible for developing Fortescue’s growth and renewable energy projects across the world

     

  • Chief Financial Officer (CFO): responsible for oversight of financial information including the financial implications of material sustainability risks

     

  • Director Global Sustainability and External Affairs: responsible for developing, updating and driving the implementation of sustainability strategy.

Executive Sustainability Committee

The Executive Sustainability Committee maintains management oversight and alignment for sustainability activities.

At the executive level, the Executive Sustainability Committee (ESC) is responsible for supporting and advising the Board-level AFRMC and SSC on sustainability matters. The ESC is chaired by the Director of Global Sustainability, External Affairs and Communications or a C-suite Executive. 

Members of the ESC include all executive officers and senior leadership representatives from a number of areas, including Legal, Approvals, Community and Environment, Decarbonisation, Contracts and Procurement, Investor Relations and Funding, and Fortescue People.

The ESC met three times in FY25 and the chair included outcomes from those engagement in updates and advice to the SSC at its quarterly meetings on a range of sustainability issues, including internal policy updates and a deep dives into Fortescue’s approach to climate, nature, and people as sustainability pillars.