Rio Tinto will force its top executives to own more shares and will be able to "claw back" bonuses paid, under proposed changes to the company's remuneration and incentives policy.
The proposed changes will be put to Australian shareholders at the company's annual meeting in May, and were revealed on Friday night, alongside new figures showing the amount of tax paid by the company in 2012.
According to the company's "Taxes Paid" report, Rio paid $US8.9 billion in taxes to Australian governments in the 2012 calendar year, despite controversy over the fact the company paid nothing under the Gillard government's mining tax.
The payments to state, federal and local governments dominated Rio's global tax payments, which topped $US11.6 billion before refunds of $US2.9 billion in 2012.
Rio confirmed in February it had not paid any mining tax in 2012, and the company is shielded from further payments to the tune of $US1.2 billion in deferred tax credits.
Friday's report hinted that that shield, plus deductions for royalties paid to states, had helped keep mining tax payments at zero.
Rio's Australian AGM will take place in Sydney on May 9 and shareholders will be asked to vote on a long-term incentive plan for its executives, which among several changes will judge the performance of executives over five years rather than four.
Measures of "Total Shareholder Return" would be changed under the newly proposed system, with a greater weighting to be given to how Rio's earnings before interest and tax compare with a peer group of 10 big miners.
The new system would also require the chief executive to hold shares worth four times his or her base salary; currently the rules require the chief executive to hold double his base salary in shares.
A clawback provision will allow directors to recover awards within two years of their release to executives, and the maximum face value of awards would be 438 per cent of base salary.
It was unclear on Friday whether that clause was inspired by the fact that deposed chief executive Tom Albanese was awarded performance bonuses granted in 2009 and 2010 despite his biggest error - the disastrous Alcan acquisition - occurring in 2007. Those bonuses were included in Mr Albanese's total remuneration figure for 2012, which Rio on Friday estimated to be worth about $6.3 million.
Mr Albanese will also be able to exercise vested but unexercised share options up until his termination date of July 16.
Rio stressed that no termination payments would be made to Mr Albanese, but the company would cover medical insurance for him and his wife, who are soon to return to their native United States.
Rio estimated that new chief executive Sam Walsh's total remuneration in 2012 was $6.6 million, and that figure could rise in 2013 after he was given a 14.9 per cent pay rise to reflect his elevation to the top job.