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.

In a period of challenging economic conditions, strong internal control and high‑quality reporting are more important than ever. Accordingly, we have continued to focus on ensuring that the Group benefits from a robust and independent external audit process, and strong internal risk management.

—Ollie Oliveira, Chairman of the Audit and Risk Committee

 

Membership and meeting attendance

Number attended

Maximum possible

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

 

Key activities in 2015

  • Monitored the transition to PwC as the Group’s new external auditor, following the tender process conducted during 2014, and reviewed its independence and effectiveness.
  • Reviewed relevant aspects of the development of the Group’s new Enterprise Resource Planning (“ERP”) system (which has been implemented from 1 January 2016 onwards), including Internal Audit’s reviews over the design and implementation of the system.
  • Reviewed the Group’s annual and half-year results, including the significant accounting issues relevant to those results.
  • Reviewed the activities and key findings of the Company’s Internal Audit function during the year, and reviewed and approved the 2016 Internal Audit work plan.
  • Reviewed the effectiveness of the risk management function and the Group’s system of internal control, including reviews of the Group’s principal risks and how those risks are managed or mitigated.
  • Reviewed updates from the General Managers of the Group’s operations in relation to their specific key risks and control activities.

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

We have a strong and committed Board of Non-Executive Directors with a broad and complementary set of skills and experiences.

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

 

Membership and meeting attendance

Number attended

Maximum possible

Jean-Paul Luksic (Chairman) 3 3
William Hayes 3 3
Tim Baker 3 3

 

 Key Activities in 2015

  • Oversaw implementation of the remaining recommendations made in the 2013 externally facilitated Board evaluation and areas of specific focus highlighted in the 2014 internal evaluation.
  • Reviewed and approved the scope of the Company’s second externally facilitated Board evaluation for 2016.
  • Reviewed the composition and balance of the Board and its Committees, resulting in changes to the composition of the Audit and Risk and Sustainability and Stakeholder Management Committees.
  • Recommended the creation of a Projects Committee to the Board for approval.
  • Reviewed the Company’s corporate governance arrangements and recommended certain changes to the Board for approval.
  • Reviewed Director independence, and succession plans for the Board.
  • Recommended revised Board policies and procedures to the Board for approval.
  • Recommended revised policies and procedures addressing the Group’s regulatory obligations in the UK to the Board for approval.
  • Proactively engaged with shareholders on corporate governance issues.

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

The Committee was particularly active in 2015 as it oversaw the implementation of major steps to strengthen the Group’s safety, environmental and social performance, and evaluated the Group’s performance and strategies in these areas in light of the challenges that we faced during the year.

—Ramón Jara, Chairman of the Sustainability and Stakeholder Management Committee

 

Membership and meeting attendance

Number attended

Maximum possible

Ramón Jara (Chairman) 7 7
Juan Claro  7 7
Tim Baker (joined the Committee on 18 August 2015) 3 3
Vivianne Blanlot  7 7

 

Key Activities in 2015

  • Reviewed personal accident and environmental incident reports and followed up on committed actions to prevent recurrence.
  • Oversaw the development and implementation of a new community engagement programme at Los Pelambres.
  • Evaluated environmental risks and mitigating actions, including water availability and possible initiatives such as the construction of a desalination plant for Los Pelambres.
  • Analysed operational response to the earthquake which impacted Los Pelambres.
  • Reviewed Michilla’s plan to put the site on care and maintenance.
  • Reviewed sustainability aspects of development projects at Centinela, Los Pelambres and Alto Maipo including processes to obtain the required Environmental Impact Studies and Environmental Impact Declarations.
  • Reviewed the mining division’s communications strategy and co-ordination with non-mining businesses.
  • Evaluated expenditure related to social plans.
  • Reviewed environmental compliance at Los Pelambres and the Antofagasta port.
  • Oversaw the process by which Antofagasta Minerals is fulfilling its commitments made with the ICMM.
  • Reviewed and approved the 2015 Antofagasta Minerals Sustainability Report.

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

As a Committee, our objectives for 2016 are the same as for the rest of the Group – to focus on the Group’s strategic objectives, operational performance and ability to deliver.

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

 

Membership and meeting attendance

Number attended

Maximum possible

Tim Baker (Chairman) 6 6
William Hayes  6 6
Ollie Oliveira 6 6

 

Key Activities in 2015

  • Reviewed the structure of the Group’s Annual Bonus and longterm incentive plans and recommended changes to the Board for approval.
  • Reviewed LTIP eligibility and participants.
  • Oversaw the continued implementation of the Group’s talent management and succession planning policies.
  • Reviewed compensation across the Group to ensure that it remains competitive, motivating and appropriately aligned with the Group’s performance and strategy.
  • Reviewed fees for members of the Projects Committee and recommended them to the Board for approval.
  • Reviewed the Company’s 2014 Remuneration Report prior to its approval by the Board and subsequent approval by shareholders at the 2015 AGM.
  • Reviewed Group performance and approved the vesting of awards in connection with LTIP awards granted in 2012.
  • Reviewed the 2016 Annual Bonus Plan and Group performance against the 2015 Annual Bonus Plan.
  • Reviewed and approved the performance of the members of the Executive Committee under the 2014 Annual Bonus Plan.
  • Reviewed the performance of the Group CEO for the purpose of determining variable compensation under the 2014 Annual Bonus Plan and Recruitment Award.
  • Reviewed the performance-related elements of the Group CEO’s compensation and approved the grant of Strategic Awards.
  • Reviewed Chairman, Director and Committee fees.

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’ 2015 Remuneration Report, please read Annual Report 2015 Remuneration Section

I am pleased to report that the new Projects Committee, created by the Board in June 2015, had a busy start with four full meetings during the second half of the year.

—Ollie Oliveira, Chairman of the Projects Committee

 

Membership and meeting attendance

Number attended

Maximum possible

Ollie Oliveira (Chairman) 4 4
Jorge Bande 4 4
Tim Baker 4 4

 

Key activities in 2015

  • Reviewed the role, responsibilities and objectives of the Committee and its terms of reference.
  • Reviewed the Asset Delivery System and its application to the Group’s mining projects.
  • Reviewed the Group’s mining projects portfolio and strategic drivers.
  • Reviewed the Antucoya project’s commissioning progress, challenges and actions taken.
  • Reviewed progress in relation to the Los Pelambres Incremental Expansion.
  • Reviewed the Centinela Second Concentrator project.
  • Reviewed the Twin Metals project.
  • Reviewed Los Pelambres’ New Industrial Mining Installations project.

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