Fresnillo plc's Executive Committee

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91The Board StructureThe structure and business of the Board is designed to ensure that the Board focuses on strategy, supervisinggovernance, risk and control issues. Certain aspects of the Board’s responsibilities have been delegated toappropriate committees to ensure compliance with the UK Companies Act, FSA Listing Rules and the Code.The Board has delegated authority to the following committees to facilitate the routine business of the Company:• Audit Committee• Executive Committee• HSECR Committee• Nominations Committee• Remuneration CommitteeThe terms of reference for each of the Audit, Remuneration, Nominations and Health, Safety, Environmentand Community Relations Committees are available on the Company’s website (www.fresnilloplc.com).The Executive Committee is led by the Chief Executive and is responsible for the management of the Company’sbusinesses including the implementation of decisions agreed in principle by the Board and all executivemanagement of the operations of the Group within the strategy and budget approved by the Board.The Report of the Remuneration Committee (the Directors Remuneration Report) sets out the responsibilitiesand activities of the Remuneration Committee during the year.Board ProcessThe Board meets at least four times a year and has an established programme of meetings. At these meetingsthe Board takes responsibility for the Group’s long-term objectives and commercial strategy and monitorsthe management of the Group’s activities. There is a formal schedule of matters reserved for the Board’sdecision which includes approvals of major expenditure and investments and key policies. All meetings ofthe Board are held in Mexico.February/March April July/August OctoberKey Activity Full year results and report Strategy Interim results Business plan and budgetA table of attendance of members of the Board and Board committees at meetings for the financial yearended 31 December 2010 is set out below:Audit Remuneration Nominations HSECRBoard Committee Committee Committee Committee(4 meetings) (4 meetings) (2 meetings) (1 meeting) (1 meeting)Alberto Baillères 4/4 2/2 1/1Jaime Lomelín 4/4 1/1Lord Cairns 4/4 2/2Fernando Ruiz 4/4 4/4 2/2 1/1Javier Fernández 3/4 1/1 0/1Rafael MacGregor 4/4 1/1Juan Bordes 4/4Arturo Fernández 4/4Guy Wilson 4/4 4/4Fernando Solana 4/4 4/4GROUP OVERVIEW STRATEGY PERFORMANCE GOVERNANCE FINANCIALSFresnillo plc2010Annual Report
92corporategovernance report continuedThe Company Secretary is responsible for preparing a draft agenda for each Board meeting in conjunctionwith Chief Executive Officer and the Chief Financial Officer. The Chairman approves the final version of theagenda. Members of the Executive Committee are responsible for preparing papers in respect of strategicplanning, policies and investment proposals for each Board meeting. Papers are normally circulated fivedays before the Board meeting concerned.All proposals presented to the Board for its consideration under the Schedule of Reserved Matters are firstconsidered and approved by the Executive Committee. In so doing, the Executive Committee aims to ensurethat any such proposals take into consideration those factors set out in section 172, Companies Act 2006.Matters that purely require Executive Committee approval are reported to the Board.All Directors have received briefings from the Company’s advisers, including presentations to familiarisethem with their duties and responsibilities as Directors of a UK listed company. The Chairman ensures thatthe induction and training processes for new Directors continues to be developed. The Company Secretaryand Carlos Ortiz Mena, the Head of Legal, supported by the Group’s UK legal advisers ensure that the Boardare fully briefed on all of their legal and regulatory responsibilities. Directors are encouraged to visit theCompany’s mines to familiarise themselves with the Fresnillo Group’s operations and most of the NonexecutiveDirectors have now visited at least one of the Group’s locations.The Directors may raise concerns at meetings of the Board and, if necessary, ask for such concerns to be recordedin the Board minutes. Directors also have access to the advice and services of the Company Secretary(whose appointment and removal is a matter reserved to the Board). A procedure has been established to enableDirectors to obtain independent professional advice at the Company’s expense in relevant circumstances.Performance EvaluationDuring the year an evaluation of performance of the individual Directors and the Board was carried out byway of anonymous questionnaires that were collated by the Company Secretary and then reviewed anddiscussed by the Board in October 2010. This questionnaire focussed on issues raised by the previous evaluationexercise conducted in 2009 (in respect to the consideration of strategy and risk) and the Company’sapproach to adapting its corporate governance approach to reflect the implementation of the UK CorporateGovernance Code. The Board continues to consider how it may devote more time to the discussion ofstrategic considerations and subsequent planning. In this regard it plans to change the normal format ofBoard meetings to facilitate this in 2011. The Board has also commissioned advisers to assist it to developa framework for the identification and management of risk in line with the requirements of the new UKCorporate Governance Code.The Chairman meets with the Non-executive Directors informally from time to time without the executivespresent. The performance of the Chief Executive Officer of the Company, being the sole Executive Director,is reviewed by the Remuneration Committee (in connection with his annual bonus). The Independent NonexecutiveDirectors met to evaluate the performance of the Chairman in October 2010.Directors’ and Officers’ Liability InsuranceDirectors’ and Officers’ Liability Insurance cover is in place and a review of the cover, particularly by referenceto the mining peer group among the London-listed companies, was carried out in July 2009. The Board remainsatisfied that an appropriate level of cover is in place and a review of cover will take place on an annual basis.
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Fresnillo plc's Executive Committee

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