Governance - Xstrata

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www.xstrata.com | 127 The information in the tables set out on pages 127 to 129 has been subject to audit. Emoluments and compensation (US$) The emoluments and compensation in respect of qualifying services of each person who served as director during the year were as follows: US$ Salary and fees 1 Bonus Deferred bonus* Housing allowances Health, life and private medical insurance Other benefits Total Year ended 31.12.09 Total Executives Mick Davis 2,087,1002 2,147,0276a 4,294,0536a 183,0007a 168,6938 205,34010 9,085,213 7,752,149 Trevor Reid 1,051,2802 1,081,4656a 2,162,9306a 141,6607b 22,5759 – 4,459,910 6,044,883 Santiago Zaldumbide 1,326,0003 1,364,1706b 2,399,0556b Non-executives – – – 5,089,225 6,035,193 Willy Strothotte 386,5004 – – – – – 386,500 378,972 Paul Hazen5 48,6084 – – – – – 48,608 137,808 Claude Lamoureux 161,5574 – – – – – 161,557 158,479 Ivan Glasenberg 140,5314 – – – – – 140,531 137,808 Sir Steve Robson CB 194,9514 – – – – – 194,951 184,318 David Rough 272,2514 – – – – – 272,251 267,003 Ian Strachan 175,6264 – – – – – 175,626 172,260 Peter Hooley 162,3374 – – – – – 162,337 114,839 Con Fauconnier5 151,0444 – – – – – 151,044 0 6,157,785 4,592,662 8,856,038 324,660 191,268 205,340 20,327,753 21,383,712 Notes: 1. Salary and fees includes non-executive directors’ fees which may be paid in shares. 2. In 2010, Mick Davis’s and Trevor Reid’s salaries were set and paid in UK pounds sterling. The salary figures above have been converted to US dollars based on the average £/$ exchange rate for the year of 1.546 (2009: 1.566) and therefore reflect the impact of the exchange rate fluctuations during the year. 3. In 2010, Santiago Zaldumbide’s base salary and benefits were set and paid in Euros. The figures above have been converted to US dollars based on the average €/$ exchange rate for the year of 1.326 (2009: 1.394) and therefore reflect the impact of the exchange rate fluctuations during the year. 4. All non-executive director fees except those for Ian Strachan and Claude Lamoureux were set and paid in UK pounds sterling. Ian Strachan’s fees were set in UK pounds sterling, and paid in US dollars. Claude Lamoureux’s fees were set in UK pounds sterling and paid in Canadian dollars. The figures above have been converted to US dollars based on the average £/$ exchange rate for the year of 1.546 (2009: 1.566) and therefore reflect the impact of the exchange rate fluctuations during the year. 5. Paul Hazen resigned and Con Fauconnier was appointed at the AGM on 5 May 2010. 6a. Bonuses awarded in February 2011 in relation to the 2010 performance year. The bonuses were awarded in UK pounds sterling and converted at a rate of 1.590, the exchange rate prevailing on the date of the award. 6b. Bonuses awarded in February 2011 in relation to the 2010 performance year. The bonuses were awarded in Euros and converted at a rate of 1.364, the exchange rate prevailing on the date of the award. 7a. In 2010, Mick Davis’s housing allowance was awarded and paid in US dollars. 7b. In 2010, Trevor Reid’s housing allowance was awarded in US dollars and paid in UK pounds sterling. 8. In 2010, Mick Davis’s benefits were set and paid in UK pounds sterling. The benefits have been converted to US dollars based on the average £/$ exchange rate for the year of 1.546 (2009: 1.566) and therefore reflect the impact of the exchange rate fluctuations during the year. This includes an amount for life insurance of £90,234. 9. In 2010, Trevor Reid’s benefits were set and paid in UK pounds sterling. The benefits have been converted to US dollars based on the average £/$ exchange rate for the year of 1.546 (2009: 1.566) and therefore reflect the impact of the exchange rate fluctuations during the year. This includes an amount for life insurance of £10,796. 10. In order to facilitate travel to the Group’s operations, many of which are located in remote locations not served by commercial flight routes, Xstrata leases private aircraft to be used from time to time for business travel by Xstrata executives. The Remuneration Committee has approved the private use of the company leased aircraft for Mick Davis, subject to any private usage not conflicting with company requirements, for a limited number of hours per annum. The benefit shown above has been calculated based on marginal flight costs for the hours used and converted to US dollars at the average £/$ exchange rate for the year of 1.546 (2009: 1.566) and therefore reflects the impact of the exchange rate fluctuations during the year. 11. No consideration has been paid to or is receivable by third parties for making available the qualifying services of any directors during the year or in connection with the management affairs of Xstrata. * Deferred bonus payable in shares. The number of shares awarded pursuant to deferred bonuses payable in shares is determined by reference to the market value of the shares at the date concurrent awards under the LTIP are made. The amount also includes $11,757 in respect of dividend equivalents accrued during the year in respect of prior years' deferred bonus awards which will vest on the date of the underlying award for Santiago Zaldumbide. The deferred bonus awards made to Mick Davis and Trevor Reid in 2010 were structured as net deferred awards and therefore dividends rather than dividend equivalents were paid. Overview Strategy Performance Governance Financials
128 | Governance Remuneration report continued Shares Details of the Company’s ordinary shares over which those directors who served during the year have restricted or conditional rights under the LTIP, the Bonus Plan and the AVP: Director Scheme interest at 01.01.10 Awarded End of the period for interim qualifying conditions to be fulfilled Lapsed/ expired Vested At 31.12.10 Mick Davis AVP – 2005 cycle Phase 1 – 2 year deferral 1,132,821 * 6 9-May-08 1,132,821 0 AVP – 2005 cycle Phase 2 * 9-May-10 AVP – 2007 cycle * 15-Mar-10 AVP – 2008 cycle * 26-Mar-11 AVP – 2009 cycle * 17-Apr-12 LTIP 0 209,0432 18-Feb-13 209,043 Deferred Bonus 54,954 26-Feb-10 54,9543 0 Deferred Bonus 560,119 2-Mar-10 560,1194 0 Deferred Bonus 0 109,0722,7 Trevor Reid 18-Feb-10 109,072 LTIP 55,334 15-Mar-10 27,667 27,6675 0 LTIP 56,205 4-Apr-11 56,205 LTIP 253,378 12-Mar-12 253,378 LTIP 0 105,3192 18-Feb-13 105,319 Deferred Bonus 25,630 26-Feb-10 25,6303 0 Deferred Bonus 280,060 2-Mar-10 280,0604 0 Deferred Bonus 0 54,9522,7 Santiago Zaldumbide 18-Feb-10 54,952 LTIP 54,279 15-Mar-10 27,140 27,1395 0 LTIP 53,456 4-Apr-11 53,456 LTIP 251,070 12-Mar-12 251,070 LTIP 0 103,2862 18-Feb-13 103,286 Deferred Bonus 33,143 26-Feb-10 33,1433 0 Deferred Bonus 375,410 2-Mar-10 375,4104 0 Deferred Bonus 0 90,4422 18-Feb-10 90,442 3,185,859 672,114 54,807 2,516,943 1,286,223 Notes 1. Details of performance conditions are described on pages 123 to 125. 2. The market value of a share on the date of award under the LTIP and the Bonus Plan on 18 February 2010 was £10.86. 3. These shares were awarded on 26 February 2008 when the closing market price was £23.15. The closing market price on the date of vesting was £10.30. 4. These shares were awarded on 2 March 2009 when the closing market price was £3.41. The closing market price on the date of vesting was £10.98. 5. These shares were awarded on 15 March 2007 when the closing market price was £13.76. The closing market price on the date of vesting was £11.57. 6. On 16 March 2010, following approval by the Remuneration Committee, Mick Davis surrendered his subsisting award in relation to the AVP 2005 cycle (which was originally intended to be cash settled) in exchange for an award of Xstrata shares calculated net of income tax and NIC liability with such shares to be held by a trustee subject to transfer restrictions and forfeiture until expiry of the deferral period. In the event of forfeiture prior to expiry of the deferral period, Mick Davis was liable to repay an amount equal to the tax remitted. On 9 May 2010, the deferral period expired and the net deferred Xstrata shares were released. 7. The deferred bonus awards made to Mick Davis and Trevor Reid in 2010 were structured as net deferred awards as detailed on page 125. * 2005 – 2008 AVP Amounts due under the Xstrata AVP may be settled in cash or shares on vesting. For the performance period from 9 May 2005 to 9 May 2008, Xstrata’s total shareholder return (TSR) was 404.26%, representing outperformance of 166.1% over TSR performance of 238.16% for the Xstrata TSR Index of global mining companies. On 9 May 2010, the two-year deferral period for the award made in respect of Phase 1 of the Xstrata AVP 2005 cycle expired and, as stated in note 6 above, the net deferred Xstrata shares were released. Mick Davis received £179,106 on the vesting date in respect of dividend equivalents accrued during the deferral period. No payment was made under Phase 2 of the AVP 2005 cycle. For the AVP 2005 cycle the participation percentage was 0.5% and the market capitalisation on the date of award was £6,026,084,544. * 2006 – 2009 AVP No payment was made under Phase 1 of the AVP 2006 cycle and it did not proceed to Phase 2. * 2007 – 2010 AVP No payment was made under Phase 1 of the AVP 2007 cycle and it did not proceed to Phase 2. Subsequent periods For the AVP 2008 cycle the participation percentage was 0.5% and the market capitalisation on the date of award was £38,029,287,854. For the AVP 2009 cycle the participation percentage was 0.3% and the market capitalisation on the date of award was £14,697,000.
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Page 3 and 4: 102 | Governance Board of directors
Page 5 and 6: 104 | Governance Executive manageme
Page 7 and 8: 106 | Governance Directors’ repor
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Governance - Xstrata

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