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.

The Audit and Risk Committee has been increasingly focused on risk management and I believe that this trend will continue.

—Ollie Oliveira, Chairman of the Audit and Risk Committee

 

Membership and 2016 meeting attendance

Number attended

Maximum possible

Ollie Oliveira (Chairman)  4  4 
William Hayes  4  4 
Jorge Bande 4  4 

 

Key activities in 2016

  • Reviewed the year-end and 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 Annual Report is fair, balanced and understandable, and reviewed the long-term viability statement contained in the Annual Report.
  • Monitored the functioning of the new SAP accounting system.
  • Reviewed and approved the 2016 audit plan, including fees.
  • Assessed the effectiveness of the external audit process.
  • Reviewed the key findings from the Internal Audit reviews conducted during 2016.
  • Agreed the scope and areas of focus for the 2017 internal audit plan with the Head of Internal Audit, and then approved the final 2017 plan.
  • Conducted detailed reviews with the General Managers of each of the Group’s operations, covering the operations’ key risks.
  • Reviewed the status of key controls in connection with the SAP system.
  • 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 whistleblowing incidents during the year, updates to the conflict of interest declarations by the Group’s employees and suppliers, and analysed the Group’s relationships with Politically Exposed Persons.
  • Reviewed the Group’s policies and procedures relevant to the requirements of the UK Modern Slavery Act.
  • Reviewed developments in the Group’s standard compliance processes during the year.

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

The Nomination and Governance committee supports the board in ensuring that the group has effective governance structures in place and that the board and its committees operate effectively.

—Jean-Paul Luksic, Chairman of the Nomination and Governance Committee

 

Membership and 2016 meeting attendance

Number attended

Maximum possible

Jean-Paul Luksic (Chairman) 5* 6
William Hayes 6 6
Tim Baker 6 6

*The Chairman was unable to attend one meeting due to a last-minute commitment

 Key Activities in 2016

  • Reviewed the Governance section of the 2015 Annual Report and recommended it to the Board for approval.
  • Reviewed the Committee’s terms of reference and recommended amendments to the Board for approval.
  • Recommended that the transition of the Senior Independent Director include meetings with shareholders to discuss corporate governance matters.
  • Reviewed revised versions of the Group’s Share Dealing Code and Disclosure Procedures updated for the EU Market Abuse Regulation and recommended them to the Board for approval.
  • Reviewed and updated the written succession plans for the Board and its Committees.
  • Implemented succession plans and oversaw the appointment of a new CEO, Senior Independent Director, Audit and Risk Committee Chairman and Sustainability and Stakeholder Management Committee Chairman.
  • Recommended the appointment of independent Non-Executive Director, Francisca Castro.
  • Recommended the appointment of independent Non-Executive Director, Ollie Oliveira, to the roles of Senior Independent Director and Audit and Risk Committee Chairman.
  • Recommended the appointment of independent Non-Executive Director, Vivianne Blanlot, to the role of Sustainability and Stakeholder Management Committee Chairman.
  • Recommended changes to the composition of all Committees.
  • Reviewed the independence of all Directors, making recommendations to the Board.
  • Commissioned an externally-facilitated review of the effectiveness of the Board and its Committees.
  • Oversaw the implementation of the recommendations arising from the review.

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

During 2016 the Sustainability and Stakeholder Management Committee oversaw the design and implementation of strategies to strengthen the Group’s safety, environmental and community relations performance, while monitoring the group’s response to challenges faced during the year.

—Vivianne Blanlot, Chairman of the Sustainability and Stakeholder Management Committee

 

Membership and 2016 meeting attendance

Number attended

Maximum possible

Ramón Jara (Chairman) 4 4
Juan Claro 4 4
Vivianne Blanlot 4 4
Tim Baker  4 4

Key Activities in 2016

  • Confirmed the role and objectives of the Committee and updated its responsibilities as part of the annual review of its terms of reference.
  • Reviewed and approved the 2016 Antofagasta Minerals Sustainability Report.
  • Reviewed sustainability aspects of the Group’s development projects at Los Pelambres and Centinela.
  • Reviewed the Group’s safety and health strategy including external consultants’ recommendations and accident reports.
  • Followed up on committed actions to prevent recurrence.
  • Oversaw the process for entering into agreements with the local communities at Los Pelambres.
  • Oversaw the implementation of a community relations strategy for the Group’s mining and transport operating companies in the north of Chile.
  • Reviewed the Group’s expenditure relating to social plans.
  • Reviewed the Group’s environmental compliance.
  • Evaluated environmental risks and mitigating actions.
  • Oversaw the process by which Antofagasta Minerals is fulfilling commitments made to the ICMM.

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

As a Committee, our objectives for 2017 are the same as for the rest of the group – to reduce costs sustainably, produce profitable tonnes and deliver positive free cash flow throughout the cycle.

—Tim Baker, Chairman of the Remuneration and Talent Management Committee

 

Membership and 2016 meeting attendance

Number attended

Maximum possible

Tim Baker (Chairman) 9 9
William Hayes  8* 9
Ollie Oliveira 9 9

* William Hayes was unable to attend one meeting due to aircraft delay. This meeting was not included in the schedule of planned meetings at the beginning of the year.

Key Activities in 2016

  • Evaluated Chairman, Director and Committee fees, recommending to the Board that all fees remain unchanged except for a new separate fee payable to the Senior Independent Director.
  • Reviewed the Company’s 2015 Remuneration Report prior to its approval by the Board and subsequent approval by shareholders at the 2016 AGM.
  • Determined Iván Arriagada’s remuneration on his appointment to the role of Group CEO.
  • Evaluated the performance of the Group CEO and determined variable compensation payable under the 2015 Annual Bonus Plan and Strategic Awards.
  • Reviewed the structure of the Group’s Annual Bonus Plan and LTIP and recommended minor changes to the Board for approval.
  • Reviewed LTIP eligibility, participants and performance against set criteria and approved the vesting of awards.
  • Analysed Group performance against the 2016 Annual Bonus Plan and performance metrics to apply to the 2017 Annual Bonus Plan.
  • Reviewed and approved the performance of the members of the Executive Committee under the 2015 Annual Bonus Plan.
  • Oversaw implementation of the functional simplification programme which involved the centralisation of support functions.
  • Reviewed compensation across the Group to ensure that it remains competitive, motivating and appropriately aligned with the Group’s performance and strategy.
  • Oversaw transition arrangements relating to the implementation of the succession plan for the Group CEO.
  • Reviewed the application of the Group’s talent management and succession planning policies, including further development of the graduate trainee programme.

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

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

For more information on the Directors’ 2016 Remuneration Report, please read Annual Report 2016 Remuneration Section

The Projects Committee provides oversight and challenge, and objectively benchmarks the Group’s projects to ensure that investment decisions submitted to the board have been thoroughly tested.

—Ollie Oliveira, Chairman of the Projects Committee

 

Membership and 2016 meeting attendance

Number attended

Maximum possible

Ollie Oliveira (Chairman) 5 5
Jorge Bande 5 5
Tim Baker 5 5

 

Key activities in 2016

  • Confirmed the role, responsibilities and objectives of the Committee as part of the annual review of its terms of reference.
  • Reviewed updates to the Asset Delivery System (“ADS”) and its application to the Group’s mining projects.
  • Reviewed the Group’s mining projects portfolio.
  • Reviewed Centinela’s long-term plan and productivity.
  • Reviewed progress in relation to the Los Pelambres Incremental Expansion project.
  • Reviewed the Centinela Second Concentrator project.
  • Reviewed Antucoya’s commissioning progress and challenges, and actions taken.
  • Reviewed lessons learned from the Esperanza and Centinela debottlenecking projects and evaluated Centinela’s tailings management system.

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