Governance - Xstrata

(c) receiving a report from KPMG on the vesting calculation for the
2007 Added Value Incentive Plan Award, showing Xstrata had
underperformed against the TSR Index over the three-year
vesting period and that no payments were due under the Plan.
The Added Value Plan was due to finish in 2010, and given the
change in the Company’s strategy to developing brownfield and
greenfield sites, it was agreed that Mr. Davis revert to being a
participant in the Xstrata Long Term Incentive Plan;
(d) approving the 2009 remuneration report for the 2009
Annual Report;
(e) agreeing an increase to the Chairman’s remuneration in 2010
to £250,000, and increasing the fee structure for non-executive
directors in 2010 by approximately 3%; and
(f) determining the amount of the total award to be granted under
the Xstrata Long Term Incentive Plan in 2011.
Details of Xstrata’s remuneration for executive directors, benefits,
share options, retirement benefit entitlements, service contracts and
compensation payments are given in the Remuneration report on
pages 119 to 129. A resolution to approve the remuneration report
will be proposed at the forthcoming AGM.
Nominations Committee
Members:
David Rough (Chairman) (Independent)
Ivan Glasenberg
Sir Steve Robson (Independent)
Responsibilities:
The Nominations Committee is responsible for recommending
candidates for appointment to the Board, the composition of the
Board, and orderly successions to the Board. The Committee reviews
the structure of the Board of directors, identifying, evaluating and
recommending candidates for Board vacancies and making
recommendations on the continuation of existing directors in office
to ensure there is a balanced Board in terms of skills, knowledge and
experience. The Committee also determines succession plans for the
Chairman and Chief Executive, and assesses directors’ potential
conflict of interest situations and makes recommendations thereon
to the Board.
During the year ended 31 December 2010, the Nominations
Committee met three times. Its activities in respect of that
year included:
(a) reviewing the plan for the retirement by rotation and re-election
of directors of Xstrata and the framework for Board succession
planning for 2011 to 2013;
(b) recommending that in future all directors should retire at the
AGM and, where appropriate, stand for re-election;
(c) mandating Egon Zehnder International to commence a search
for and to prepare a shortlist of candidates with a view to the
possible recommendation of a candidate for appointment as an
independent non-executive director to succeed Willy Strothotte
as Chairman;
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(d) noting the letters from the former Minister of Trade to UK
company chairmen recommending the appointment of women
to company boards. The Committee confirmed that its policy is
to appoint the best candidates available based on merit in
accordance with the UK Corporate Governance Code and to cast
its net as widely as possible in the search for a candidate who
would bring to the Board the skills, experience and knowledge
required. A female candidate for the Board had recently been
considered and interviewed but withdrew from the selection
process after accepting an offer from another company;
(e) proposing the engagement of Egon Zehnder International to
facilitate the board evaluation process; and
(f) assessing a director’s potential conflict of interest situation,
proposing terms on which that situation might be authorised
and recommending these for authorisation by the Board.
Health, Safety, Environment & Community Committee (HSEC)
Members
Ian Strachan (Chairman) (Independent)
Mick Davis
Con Fauconnier (Independent)
David Rough (Independent)
Claude Lamoureux (Independent)
Responsibilities:
The principal roles of the HSEC Committee are to review and make
recommendations to the Board on the appropriateness and
effectiveness of HSEC strategy, performance and governance. It also
reviews the outcomes of all investigations into critical HSEC incidents
and keeps the Board informed of new developments, trends and/or
forthcoming significant legislation on HSEC matters which may be
relevant to the Xstrata Group’s operations, its assets or employees.
Xstrata’s Sustainability report for 2010 to be published in April 2011
provides a detailed and comprehensive report on Xstrata’s
sustainable development performance and targets.
During the year ended 31 December 2010, the HSEC Committee
met four times. Its activities in respect of that year included:
(a) monitoring and evaluating reports on the implementation and
effectiveness of Xstrata’s Sustainable Development Policy,
Sustainable Development Standards, Sustainable Development
strategy and Sustainable Development assurance;
(b) a review of Xstrata Alloys Sustainable Development strategy and
performance. The Committee also reviewed the comprehensive
wellness programme introduced by Xstrata Alloys for their South
African workforce and their families. The Committee took note
of the enormous improvements made by Xstrata Alloys in their
Sustainable Development and HSEC performance. The
Committee also discussed a project investigating the possibility
of utilising algae to sequester carbon dioxide emissions
from furnaces;
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