The Board is assisted in the fulfilment of its responsibilities by the five Board Committees above. The Board has delegated authority to the Committees to perform certain activities as set out in their terms of reference.

The Chairman of each committee reports to the Board following each Committee meeting, allowing the Board to understand and discuss matters considered in detail by the Committee and/or adopt recommendations.

Membership and 2017 meeting attendance

Number attended

Maximum possible

Ollie Oliveira (Chairman)  4  4 
Jorge Bande  4  4 
Vivianne Blanlot* 3  4 
Francisca Castro 4 4

*Vivianne Blanlot was unable to attend one Committee meeting during the year. Nevertheless, she reviewed Committee papers, provided comments to the Chairman ahead of the meeting and validated meeting minutes. 

Key activities in 2017

  • Reviewed the 2016 year-end and 2017 half-year financial reporting, with a focus on the significant accounting issues relating to the Group’s results.
  • Assisted the Board in ensuring that the 2016 Annual Report is fair, balanced and understandable, and reviewed the long-term viability statement contained in the 2016 Annual Report.
  • Reviewed and approved the 2017 audit plan, including fees.
  • Assessed the effectiveness of the external audit process.
  • Reviewed the key findings from the internal audit reviews conducted during 2017.
  • Agreed the scope and areas of focus for the 2018 internal audit plan.
  • Conducted detailed reviews with the General Managers of each of the Group’s operations, covering the operations’ key risks.
  • Monitored the work which commenced during 2017 to provide an updated assessment of the maturity of the Group’s risk management process, and also an updated review of the Group’s risk appetite and risk tolerance.
  • Reviewed developments in the Group’s standard risk management processes during the year.
  • Assisted the Board with its assessment of the Group’s key risks and its review of the effectiveness of the risk management and internal control processes.
  • Reviewed the Group’s whistleblowing arrangements, including details of the most significant reports and the resulting actions taken.
  • Reviewed updates to the conflict of interest declarations by the Group’s employees and suppliers, and details of the Group’s limited relationships with politically exposed persons.
  • Monitored the functioning of the Group’s crime prevention model, in accordance with Chilean and UK anti-corruption legislation.

For more information, please read Terms of Reference (PDF)

Membership and 2017 meeting attendance

Number attended

Maximum possible

Jean-Paul Luksic (Chairman) 4 4
Tim Baker 4 4
Ollie Oliveira 4 4


Key Activities in 2017

  • Reviewed the Governance section of the 2016 Annual Report and recommended it to the Board for approval.
  • Reviewed the governance structures in place at the Group’s operating companies.
  • Reviewed Directors’ potential conflicts of interest.
  • Reviewed feedback provided by shareholders and proxy advisers in advance of the 2017 AGM.
  • Reviewed the details of proposals for UK corporate governance reform.
  • Reviewed updated written succession plans for the Board and its Committees.
  • Reviewed succession plans for the CEO.
  • Provided input to the Remuneration and Talent Management Committee in relation to succession plans for the Executive Committee excluding the CEO) and the Group’s diversity and inclusion programme.
  • Reviewed the impact of changes to the composition of all Committees which took effect from 1 January 2017.
  • Reviewed the independence of all Directors, making recommendations to the Board.
  • Reviewed the Board effectiveness report prepared by Independent Audit Limited.
  • Oversaw the implementation of the recommendations arising from the review.

For more information, please read Terms of Reference (PDF)

Membership and 2017 meeting attendance

Number attended

Maximum possible

Vivianne Blanlot (Chairwoman) 8 8
Juan Claro 8 8
Juan Claro* 7 8
William Hayes 8 8


Key Activities in 2017

  • Reviewed the 2017 Antofagasta Minerals Sustainability Report.
  • Reviewed and endorsed a new Group-wide sustainability policy.
  • Reviewed sustainability aspects of the Group’s development projects at Los Pelambres and Centinela.
  • Monitored the continued deployment of the Group’s safety and occupational health strategy.
  • Monitored the work conducted by the Independent Technical Review Board appointed to advise Los Pelambres in the operation of the Mauro tailings deposit.
  • Reviewed a risk and safety analysis of the transport division which included the launch of a fatigue and somnolence programme for train and truck operators and a review of all 356 railway crossings.
  • Evaluated the Group’s community and stakeholder relations model, “Somos Choapa”, and monitored its deployment.
  • Reviewed a new Communications and Public Affairs strategy.
  • Reviewed plans to set up a technical training centre at Los Vilos in partnership with a technical education specialist.
  • Reviewed an externally facilitated evaluation of the Somos Choapa community relations programme, whose recommendations are being incorporated in the Group’s processes and procedures.
  • Reviewed the new environmental management system and monitored its deployment.
  • Reviewed the Group’s environmental compliance programme.

For more information, please read Terms of Reference (PDF)

Membership and 2017 meeting attendance

Number attended

Maximum possible

Tim Baker (Chairman) 6 6
Vivianne Blanlot 6 6
Francisca Castro 6 6


Key Activities in 2017

  • Evaluated Chairman, Director and Committee fees.
  • Reviewed the 2016 Directors' Remuneration Report prior to its approval by the Board and subsequent approval by shareholders at the 2017 AGM.
  • Reviewed the 2017 Directors' Remuneration Policy prior to its approval by the Board and subsequent approval by shareholders at the 2017 AGM.
  • Evaluated the CEO's performance and determined the variable compensation payable under the 2016 Annual Bonus Plan.
  • Oversaw a fundamental review of the Group’s Annual Bonus Plan and LTIP and recommended changes to the Board for approval.
  • Reviewed LTIP eligibility, participants and criteria and approved the grant of 2017 awards.
  • Reviewed performance for LTIP awards granted in 2014 and approved vesting.
  • Reviewed Group performance against the 2016 Annual Bonus Plan performance metrics and reviewed the metrics to apply to the 2017 Annual Bonus Plan.
  • Reviewed and approved the individual performance of the members of the Executive Committee under the 2016 Annual Bonus Plan.
  • Oversaw a review of the Group's values in line with an initiative to strengthen the Group’s organisational culture.
  • Oversaw the conclusion of the functional simplification programme, which involved the centralisation of support functions.
  • Oversaw the design and implementation of the Group's new operating model, which is now standardised across the Group's operations.
  • Reviewed compensation across the Group to ensure that it remains competitive, motivating and appropriately aligned with the Group’s performance and strategy.
  • Monitored collective bargaining negotiations at Los Pelambres, Centinela and Zaldívar.
  • Reviewed the Group’s talent management strategy and succession plans for members of the Executive Committee (excluding the CEO).
  • Approved the implementation of succession plans and revisions to the composition of the Executive Committee including the appointment of the Vice President Corporate Affairs and Sustainability, Vice President of Projects and new General Managers at Los Pelambres, Antucoya and Zaldívar.

For more information, please read Terms of Reference (PDF)

For more information on the Directors’ Remuneration Policy, please read Directors’ Remuneration Policy

Membership and 2017 meeting attendance

Number attended

Maximum possible

Ollie Oliveira (Chairman) 8 8
Tim Baker* 7 8
Jorge Bande 8 8
Ramón Jara 8 8

*Tim Baker was unable to attend one Committee meeting during the year because of a commitment outside Chile. Nevertheless, he reviewed Committee papers, sent questions and detailed comments to the Chairman and Committee members ahead of the meeting and validated meeting minutes. 

Key activities in 2017

  • Reviewed the Group’s mining projects portfolio including budget and schedule.
  • Reviewed risk management methodology used in project development.
  • Reviewed the Los Pelambres Incremental Expansion project, Phases 1 and 2.
  • Reviewed the Centinela Second Concentrator project and an alternative plan to expand the existing concentrator.
  • Reviewed the Encuentro Oxides project.
  • Reviewed the Molybdenum Plant project.
  • Reviewed Antucoya’s dust control status and work plan.

For more information, please read Terms of Reference (PDF)