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Fresnillo plc's Executive Committee

Fresnillo plc's Executive Committee

Fresnillo plc's Executive Committee

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100DIRECTORS’REMUNERATION REPORTThis Report of the Remuneration <strong>Committee</strong> is the Directors’ Remuneration Report of the Company andhas been prepared in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups(Accounts and Reports) Regulations 2008 (Regulations). The Report sets out information about the remunerationof the Directors and senior management of the Company for the year ended 31 December 2010. Inaccordance with the Regulations, the information provided in the section entitled “Directors’ Remuneration”and accompanying notes has been audited by Ernst & Young LLP. This report will be subject to an advisoryshareholder vote at the Company’s forthcoming Annual General Meeting.Remuneration <strong>Committee</strong>The Remuneration <strong>Committee</strong> has responsibility for making recommendations to the Board on the Group’sremuneration policy for senior management (Chief <strong>Executive</strong> Officer and other members of the <strong>Executive</strong><strong>Committee</strong>), and for determining specific remuneration packages for senior management, including pensionrights and any compensation packages, as well as remuneration of the Chairman within agreed termsof reference.The Remuneration <strong>Committee</strong> consisted of the following Directors in the year ended 31 December 2010:• Lord Cairns (chairman), Independent Non-executive Director• Mr Fernando Ruiz, Independent Non-executive Director• Mr Alberto Baillères, Chairman of the Board, non-independent at the time of his appointmentThe Board believes that Mr Baillères’ experience and knowledge of the Group and the Mexican market andhis considerable contribution to the Remuneration <strong>Committee</strong>’s deliberations justifies his membership ofthe Remuneration <strong>Committee</strong>. Terms of reference for the Remuneration <strong>Committee</strong> have been approved bythe Board and are available for inspection on the Company’s website at www.fresnilloplc.com.The Remuneration <strong>Committee</strong> met twice during the year. The Chief <strong>Executive</strong> Officer usually attends meetingsof the Remuneration <strong>Committee</strong> at the invitation of its chairman and the Company Secretary acts assecretary to this committee. No Director is present when his own remuneration is being discussed. In October2010, the Remuneration <strong>Committee</strong> undertook an evaluation of its performance.Remuneration PolicyThe Group’s remuneration policy seeks to ensure that the Company is able to attract, retain, and motivate itsexecutives and senior management. The retention of key management and the alignment of managementincentives with the creation of shareholder value are key objectives of this policy.In setting the basic levels of pay for senior executives, the Remuneration <strong>Committee</strong> seeks to ensure thatsalaries are market competitive both within the Mexican context and in the international context for goldand silver producers. Total compensation is set around the median level. Salaries are benchmarked annuallyand total remuneration is benchmarked biennially. Pensions and other benefits are also set at levels thatare market competitive.

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