Sustainability Report - Antofagasta PLC

Compliance with the UK Corporate Governance Code
The Company now reports under the UK Corporate Governance Code (the
2010 Code) which sets out governance recommendations and best practice
provisions which apply to UK listed companies. The 2010 code applies in
place of the Combined Code on Corporate Governance. The Company is
required to report on the extent to which it complies with the main principles
and the provisions of the UK Corporate Governance Code and explain the
reasons for any non-compliance.
The Company complied with the detailed code provisions contained in the
UK Corporate Governance Code throughout 2011 except as follows:
– the Board did not have a separately identified Chief Executive and hence
at Board level there is no formal separation of the functions of Chairman
and Chief Executive (provision A.2.1). The Board considers that its
predominantly non-executive composition combined with the delegation
of significant responsibility for operational management to a divisional
level achieves an appropriate balance and prevents a concentration of
power in its Executive Chairman;
– performance-related pay measures did not apply to Board members
(principle D1). The Board considers this appropriate given its
predominantly non-executive composition and the role of the only
Executive Director, who is a member of the controlling family, as
Chairman of the Board. Performance-related remuneration structures are
in place for senior executive management in the Group; and
– Charles Bailey retired from the Board and also therefore from the Audit
and Risk Committee, the Remuneration and Talent Committee and the
Nomination Committee on 8 June 2011. Additional appointments were
made to those Committees with effect from 1 July 2011, however for the
intervening 22 days the Audit and Risk Committee and the Remuneration
and Talent Committee did not comprise three independent Non-Executive
Directors (provisions C.3.1 and D.2.1) and the Nomination Committee did
not comprise a majority of independent Non-Executive Directors
(provision B.2.1). No committee meetings were held during this
intervening 22-day period.
Our governance structure
Sustainability at Antofagasta 15
The Antofagasta plc Board (“the Board”) is collectively responsible for the
long-term success of the Group. It is responsible for the leadership and
strategic direction of the Group, and for oversight of the Group’s
performance, its risks and internal control systems. The Board is assisted in
the performance of its responsibilities by its four committees – the Audit
and Risk Committee, the Remuneration and Talent Committee, the
Nomination Committee and the Sustainability and Stakeholder Management
Committee. More detail of the role of the Board and its committees is set
out below.
The Group’s businesses are divided into three divisions – mining, transport
and water. The mining division represents over 90% of the Group’s
earnings.
Audit and Risk
Committee
Business Divisions/Divisional Boards
Mining Division Corporate Centre
Mining Division Subsidiary
Companies/Boards
Antofagasta plc Board
Nomination
Committee
Sustainability
and Stakeholder
Management
Committee
Transport Mining
Water
Executive
Committee
CEO
and
Vice-Presidents
Remuneration
and Talent
Committee
Business
Development
Committee
Overview
Sustainability at Antofagasta Antofagasta Minerals Antofagasta Railway Company Aguas de Antofagasta Appendices