The Board relies on its Committees to ensure that deliberations are focused on key issues and that proposals are submitted after detailed specialist debate and rigorous challenge.

Each Committee also provides an essential forum to allow the views and perspectives of stakeholders to be discussed, so that they can be represented in the Board’s deliberations.

2018 Membership and meeting attendance

Number attended

Maximum possible

Ollie Oliveira (Chair)  7  7 
Jorge Bande 7
Vivianne Blanlot1 6  7 
Francisca Castro 7 7

1. Vivianne Blanlot was unable to attend one meeting held at short notice due to prior commitments. 

Key activities in 2018

  • Reviewed the 2017 year-end and 2018 half-year financial reports, focusing on the significant accounting issues relating to the Group’s results.
  • Assisted the Board in ensuring that the 2017 Annual Report was fair, balanced and understandable, and reviewed the longterm viability statement contained in the 2017 Annual Report.
  • Reviewed and approved the 2018 audit plan, including fees.
  • Assessed the effectiveness of the external audit process.
  • Reviewed the key findings from the internal audit reviews conducted during 2018.
  • Agreed the scope and areas of focus for the 2019 internal audit plan.
  • Reviewed the conclusions of the assessment of the maturity of the Group’s risk management process, which was completed during the year.
  • Played a central role in the review of the Group’s risk appetite, which was completed during the year.
  • Assisted the Board in reviewing and updating the Group’s risk management policy.
  • Conducted detailed reviews with the General Managers of each of the Group’s operations, covering the operations’ key risks.
  • 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 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)

2018 membership and meeting attendance

Number attended

Maximum possible

Jean-Paul Luksic (Chair) 3 3
Tim Baker 3 3
Ollie Oliveira 3 3


Key Activities in 2018

  • Reviewed the 2018 UK Corporate Governance Code and associated reforms and approved plans to respond to the new requirements and expectations.
  • Reviewed updates to the Committees’ terms of reference.
  • Completed the review of governance structures in place at the Group’s operating companies.
  • Solicited feedback from shareholders on the Group’s corporate governance arrangements in advance of the 2018 AGM.
  • Attended meetings with shareholders.
  • Reviewed Directors’ potential conflict of interest declarations.
  • Reviewed the Governance section of the 2017 Annual Report and recommended it to the Board for approval.
  • Reviewed updated written succession plans for the Board and its Committees.
  • Reviewed updated written succession plans for the CEO.
  • Continued to provide 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 independence of all Directors, making recommendations to the Board.
  • Recommended that Independent NonExecutive Director, Francisca Castro, be appointed Chair of the Remuneration and Talent Management Committee, with effect from 1 May 2019.
  • Oversaw the implementation of recommendations arising from the 2016-17 externally facilitated review of Board and Committees’ performance.
  • Reviewed the 2018 internal evaluation of Board and Committees’ performance.
  • Reviewed plans for the external Board effectiveness review to be carried out in 2019.

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

2018 membership and meeting attendance

Number attended

Maximum possible

Vivianne Blanlot (Chair) 8 8
Jorge Bande 8 8
Juan Claro1
7 8
William Hayes 8 8

 

1. Juan Claro was unable to attend one meeting held at short notice due to prior commitments.

Key Activities in 2018

  • Reviewed the Group’s 2017 Sustainability Report.
  • Reviewed the sustainability aspects of the Group’s expansion projects at Los Pelambres and Centinela.
  • Reviewed the Committee’s terms of reference.
  • 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 and Centinela in the operation of their tailings deposits.
  • Reviewed the application of UN Sustainable Development Goals to the “Somos Choapa” community relations programme.
  • Monitored results from the communications campaign “Generation Change”.
  • Reviewed issues raised by communities with Los Pelambres and strategies to resolve them.
  • Reviewed Los Pelambres’ public perception survey results.
  • Reviewed results from Los Pelambres’ local employment programme.
  • Monitored the first year of the technical training centre at Los Vilos, run in partnership with a technical education specialist.
  • Reviewed the transport division’s sustainability strategy.
  • Reviewed the Group’s environmental compliance programme.
  • Monitored fulfilment of the compliance plan presented by Los Pelambres to the environmental authorities.
  • Reviewed progress of the removal of the Cerro Amarillo waste rock dump and of the strategy to resolve legal disputes in Argentina.
  • Reviewed reports from the new environmental management system.
  • Reviewed results of the internal audit of sustainability processes.

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

2018 membership and meeting attendance

Number attended

Maximum possible

Tim Baker (Chair)1 6 6
Vivianne Blanlot2 5 6
Francisca Castro1 6 6

 

1. Francisca Castro has been appointed Chair with effect from 1 May 2019. Tim Baker will continue to serve on the Committee following this change.

2. Vivianne Blanlot was unable to attend one meeting during the year for medical reasons


Key Activities in 2018

  • Monitored UK corporate governance reforms relating to remuneration and succession planning.
  • Reviewed feedback from shareholders on the Group’s remuneration arrangements in advance of the 2019 AGM.
  • Reviewed the Committee’s terms of reference.
  • Evaluated Chairman, Director and Committee fees and adjusted fees paid to Committee members.
  • Reviewed and adjusted Ramón Jara’s services contract with Antofagasta Minerals SA.
  • Reviewed the 2017 Directors’ Remuneration Report prior to its approval by the Board and subsequent approval by shareholders at the 2018 AGM.
  • Evaluated the CEO’s performance and determined the variable compensation payable to him under the 2017 Annual Bonus Plan.
  • Reviewed LTIP eligibility, participants and criteria and approved the grant of the 2018 awards.
  • Reviewed performance for LTIP awards granted in 2015 and approved vesting level.
  • Reviewed Group performance against the 2017 Annual Bonus Plan performance metrics and reviewed the metrics to apply to the 2018 Annual Bonus Plan.
  • Reviewed and approved the individual performance of Executive Committee members under the 2017 Annual Bonus Plan.
  • Reviewed proposed LTIP and Annual Bonus Plan structures for 2019, and on the basis of the significant changes implemented in 2017, agreed that no further changes, other than using Total Incident Recordable Frequency Rate in place of Lost Time Frequency Rate for the 2019 Annual Bonus Plan.
  • Reviewed the 2018 Human Resources plan.
  • Reviewed and approved implementation of the diversity and inclusion strategy.
  • Reviewed a gender-based remuneration analysis.
  • Reviewed the results of the collective bargaining negotiations at Los Pelambres and Centinela.
  • Reviewed compensation across the Group to ensure it remains competitive, motivating and appropriately aligned with the Group’s strategy, vision and risk appetite.

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

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

2018 membership and meeting attendance

Number attended

Maximum possible

Ollie Oliveira (Chair) 7 7
Tim Baker 7 7
Jorge Bande1 6 7
Ramón Jara 7 7

1. Jorge Bande was unable to attend one meeting held at short notice due to prior commitments. 

Key activities in 2018

  • Reviewed the Group’s projects portfolio, including budgets and schedules.
  • Reviewed project development guidelines.
  • Reviewed the Committee’s terms of reference.
  • Reviewed the Los Pelambres Expansion project, including progress in its permitting applications.
  • Reviewed the Centinela Second Concentrator project and an alternative plan to expand the existing concentrator.
  • Reviewed Zaldívar’s Sulphide Leaching project.
  • Reviewed a sustaining capital expenditure project for Centinela’s tailings deposit.
  • Reviewed the Twin Metals Minnesota project pre-feasibility study.
  • Reviewed Antucoya’s dust control status and work plan.
  • Reviewed lessons learned from the Encuentro Oxides project.
  • Reviewed lessons learned from the Centinela Molybdenum Plant project.
  • Reviewed lessons learned from the El Tesoro Thermo-Solar Plant project.

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