Board Skills Matrix and Experience We believe honest and robust discussion on performance is essential to a successful Board and ELT. Each year our Board and ELT undertake a comprehensive Board and Committees evaluation and a review of the Board and ELT skills and experience. In response to the FY22 evaluations it was determined that the Board and Committees currently have a strong diverse mix of skills and experience across the key desired areas as shown in the Board Skills Matrix, to effectively support the strategic direction of the Company, as well as the existing and emerging risks and opportunities relevant to us. Some gaps were identified and these are addressed by the skills and experience of the ELT, are augmented through external advisors, and/or will be addressed by targeted education sessions during FY23 and future additional non-executive director appointments. More details on this review can be found in the 2022 Corporate Governance Statement in the Governance section of IGO’s website at https://www.igo.com.au/site/our-business/governance. Membership Role FY22 Key Activities Audit & Risk Committee Kathleen Bozanic (Chair) Debra Bakker Keith Spence Xiaoping Yang To assist the Board in meeting its oversight responsibilities in relation to the Company’s Risk Management System and to monitor the effectiveness of the control environment of IGO in the areas of balance sheet risk, relevant legal and regulatory compliance, financial reporting and External Audit and Internal Audit. In addition to the key responsibilities listed in the Charter, during the year the Committee focused on: • improving the risk management and compliance management systems • maturing the internal audit function with a stronger focus on risk and operations • reviewing risks, opportunities and implementation plans in respect of M&A activities; and • comprehensive review of cyber risk and IGO’s response to that risk. Nomination & Governance Committee Peter Buck (Chair) Kathleen Bozanic Keith Spence To assist the Board to review Board composition (including identifying candidates for the Board), director independence, succession, performance and relevant policies and practices. In addition to the key responsibilities listed in the Charter, during the year the Committee focused on: • improving IGO’s Board evaluation and Board skills evaluation processes • identifying candidates for additional non-executive directors; and • improving IGO’s whistleblower process with the appointment of a new third party provider and a revised Speak Up Standard. People, Performance & Culture Committee Debra Bakker (Chair) Peter Buck Michael Nossal To assist the Board in establishing IGO’s remuneration framework and relevant policies and practices to attract, retain and motivate employees. In addition to the key responsibilities listed in the Charter, during the year the Committee focused on: • a comprehensive review of IGO’s remuneration and reward structure • response to sexual harassment – ensuring IGO’s practices and training support our strong culture in combatting sexual harassment in the industry; and • the retention and further development of IGO employees. Sustainability Committee Keith Spence (Chair) Michael Nossal Xiaoping Yang To assist the Board in meeting its oversight responsibilities in relation to the Company’s sustainability policies and practices. In addition to the key responsibilities listed in the Charter, during the year the Committee focused on: • redefining IGO’s climate change response and strategy including: ‒ implementation of Internal Carbon Price and Decarbonisation Fund ‒ emission reduction roadmap ‒ carbon offset portfolio; and • a comprehensive review of IGO’s key material sustainability risks. Our governance framework supports our people to achieve our strategic objectives and enables responsible and informed decision making. IGO regularly reviews its governance framework to ensure it reflects current and emerging legislation and leading governance standards. In FY22, IGO fully complied with the 4th Edition of the ASX Corporate Governance Council Principles and Recommendations. IGO’s Corporate Governance Statement can be found in the Governance section of IGO’s website at http://www.igo.com.au/site/ourbusiness/governance along with the ASX Appendix 4G. Board Committees Operational Geology/Exploration Mining Processing Downstream Energy Solutions Innovation Entrepreneurship, Business Improvement, Business Disruption/Creative Thinking and R&D Innovation Growth Mergers and Acquisition Capital Projects Customer Traditional Offtake Clean Energy Market Battery and OEMs Financial Accounting / Audit Expert – Deep knowledge / formal qualification or experience over many years Moderate – Moderate skills / experience – knowledgeable but not highly skilled Aware – Some knowledge and can follow a discussion Strategic Leadership Strategising, Sensing, Leading, Governing and Culturing Strategic Leadership People Diversity and Inclusion Safety and Wellbeing Remuneration and Reward Planet Environment Decarbonisation Stakeholder Management Community, Government, Analysts and Shareholders Stakeholder Management Indigenous Governance Cyber Risk Technology Risk Management IGO ANNUAL REPORT 2022— 49 48 —IGO ANNUAL REPORT 2022
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