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Fresnillo plc's Executive Committee

Fresnillo plc's Executive Committee

Fresnillo plc's Executive Committee

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92corporategovernance report continuedThe Company Secretary is responsible for preparing a draft agenda for each Board meeting in conjunctionwith Chief <strong>Executive</strong> Officer and the Chief Financial Officer. The Chairman approves the final version of theagenda. Members of the <strong>Executive</strong> <strong>Committee</strong> 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 <strong>Executive</strong> <strong>Committee</strong>. In so doing, the <strong>Executive</strong> <strong>Committee</strong> aims to ensurethat any such proposals take into consideration those factors set out in section 172, Companies Act 2006.Matters that purely require <strong>Executive</strong> <strong>Committee</strong> 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 <strong>Fresnillo</strong> 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 <strong>Executive</strong> Officer of the Company, being the sole <strong>Executive</strong> Director,is reviewed by the Remuneration <strong>Committee</strong> (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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