Annual Report 2007 - Antofagasta plc

Corporate Governance continuedCORPORATE GOVERNANCEthat each Director continues to contribute effectivelyand demonstrates commitment to his role.Re-electionEach Director is elected by shareholders at the AnnualGeneral Meeting following his first appointment. TheCompany’s Articles of Association provide that not lessthan one-third of the Directors must retire by rotationeach year and that each Director is re-elected at leastonce every three years. Non-Executive Directors whohave served for more than nine years are subject toannual re-election in accordance with provision A.7.2of the Combined Code.The Directors retiring and standing for re-election atthis year’s Annual General Meeting are Mr. J-P Luksic,Mr. C H Bailey, Mr. G S Menendez, Mr. G A Luksic,Mr. J W Ambrus and Mr. J G Claro. Biographical detailsof these Directors are set out in the Directors’ Reporton page 61.The Chairman confirms that the Board is satisfiedthat each of the Directors proposed for re-electioncontinues to be effective and continues todemonstrate commitment to his role.RemunerationThe membership of the Remuneration Committee, astatement of the Company’s policy on remuneration,and the remuneration details and shareholdinginterests of each Director are contained in theRemuneration Report on pages 72 to 75.Accountability and AuditFinancial reporting – statement of Directors’responsibilitiesThe Directors are responsible for preparing the AnnualReport and the financial statements. The Directors arerequired to prepare financial statements for the Group inaccordance with International Financial ReportingStandards (“IFRS”) as adopted by the European Unionand have chosen to prepare Company financialstatements in accordance with United KingdomGenerally Accepted Accounting Principles (“UK GAAP”).In the case of the Group’s IFRS financial statements,International Accounting Standard 1 requires thatfinancial statements present fairly for each financialyear the Group’s financial position, financialperformance and cash flows. This requires the faithfulrepresentation of the effects of transactions, otherevents and conditions in accordance with thedefinitions and recognition criteria for assets, liabilities,income and expenses set out in the internationalAccounting Standards Board’s “Framework for thePreparation and Presentation of Financial Statements”.In virtually all circumstances, a fair presentation willbe achieved by compliance with all applicable IFRS.Directors are also required to:• properly select and apply accounting policies;• present information, including accounting policies, ina manner that provides relevant, reliable, comparableand understandable information; and• provide additional disclosures when compliance withthe specific requirements in IFRS is insufficient toenable users to understand the impact of particulartransactions, other events and conditions on theentity’s financial position and financial performance.In the case of the Company’s UK GAAP financialstatements, the Directors are required to preparefinancial statements for each financial year which givea true and fair view of the state of affairs of theCompany and of the profit and loss of the Companyfor that period. In preparing these financial statements,the Directors are required to:• select suitable accounting policies and then applythem consistently;• make judgements and estimates that are reasonableand prudent; and• state whether applicable accounting standards havebeen followed, subject to any material departuresdisclosed and explained in the financial statements.The Directors are responsible for keeping properaccounting records which disclose with reasonableaccuracy at any time the financial position of the68Antofagasta plc Annual Report and Financial Statements 2007