Annual Report 2007 - Antofagasta plc

Corporate Governance continuedCORPORATE GOVERNANCEHe was appointed a non-executive director ofAntofagasta Minerals S.A., a subsidiary of Antofagastaplc, in 1997, and has consequently served as a directorof that company for ten years. While this is not acircumstance listed in Combined Code provision A.3.1as relevant to determining a director’s independence(unlike the length of service as a Director of the listedCompany), the Board has nevertheless considered thisand remains satisfied that Mr. Ambrus remainsindependent in character and judgement as he doesnot receive any remuneration from the company otherthan in a Non-Executive capacity and does not haveany material business relationship with the company.Details of fees paid by the Group to Ingeniera yServicios Computacionales Geovectra S.A., a companycontrolled by Mr. Ambrus, are disclosed in Note 37to the financial statements. The Board has alsoconsidered these amounts and does not considerthem material either to Mr. Ambrus or the Group.The Board does not consider Mr. R F Jara orMr. G A Luksic to be independent. Mr. Jara providesadvisory services to the Group, as explained in theRemuneration Report on pages 72 and 73. Mr. G ALuksic is the brother of Mr. J-P Luksic, the Chairman ofAntofagasta plc. Mr. G A Luksic is chairman ofQuiñenco S.A. and Madeco S.A., and a director ofQuiñenco’s other listed subsidiaries. Mr. J-P Luksicand Mr. Menendez are also non-executive directorsof Quiñenco and some of its listed subsidiaries.Like Antofagasta, Quiñenco is also controlled bythe Luksic family.Appointments to the BoardThe Nomination Committee currently comprisesMr. G S Menendez (Chairman), Mr. C H Bailey andMr. R F Jara.As explained above, Mr. Bailey and Mr. Menendezare considered by the Board to be independentNon-Executive Directors.The Nomination Committee periodically reviewsthe composition of the Board including the balancebetween Executive and Non-Executive Directorsand considers succession planning for both Executiveand Non-Executive Directors and the Group’s seniormanagement. It is also responsible for the processfor new Board appointments and makesrecommendations to the Board on the appointmentof new Directors and is responsible for ensuring thatappointments are made on merit and against objectivecriteria. In fulfilling these responsibilities, theNomination Committee consults the Chairman,Mr. J-P Luksic. The Nomination Committee meetsas necessary and, in any case, at least once a year.Its terms of reference are available from the Company’sregistered office and may be viewed on the Company’swebsite – www.antofagasta.co.uk.In making appointments to the Board, the NominationCommittee considers the skills, experience andknowledge of the existing Directors and assesseswhich of the potential candidates would most benefitthe Board. It considers the potential candidate’sknowledge and experience of Chile, the miningindustry in Latin America, capital markets and theregulatory environment and that he has sufficient timeto devote to the role. The Chairman ensures that anynew Directors are provided with a full induction onjoining the Board.All Non-Executive Directors have letters of appointmentwith the Company, for an initial period of three yearsfrom the date of their appointment, subject toreappointment at the Annual General Meeting.These letters require the Non-Executive Directorsto undertake that they will have sufficient time todischarge their responsibilities. The letters ofappointment are available for inspection at theCompany’s registered office during normal businesshours and at the Annual General Meeting (for15 minutes prior to and during the meeting).66Antofagasta plc Annual Report and Financial Statements 2007