Anglo American Annual Report 2012

There is always room for improvementof course, and the evaluation identifieda number of areas where we could doeven better. As ever, directors wouldlike to have more time for strategicdiscussions, and for those discussionsto be informed by more detail onstrategic alternatives to the relevantinvestment/project under review. Aspart of the evaluation, directors raiseda number of strategic questions to beaddressed. It has been agreed thatthese will be scheduled into theBoard’s agenda for discussion overthe coming 12 to 18 months – inaddition to the annual two-day strategymeeting. Directors also suggesteda number of areas that might beprogrammed into the Board’s agendato allow a deeper discussion, including:business unit (BU) presentations;competitor benchmarking; successionplanning; retrospective review of majorproject decisions to establish keylearnings; and external political andmarket updates.In order to facilitate openness andconstructive debate between ourexecutive directors and NEDs, dinnersare arranged for the day before eachBoard meeting. At these, directorsare encouraged to raise issues in aninformal setting. These dinners providean opportunity, inter alia, to discuss theperformance of management andto air subjects outside the confinesof the boardroom in an informal andconstructive manner. At every Boardmeeting, time is set aside for a NEDsonly discussion. The Board receivesregular governance updates from thecompany secretary highlightingdevelopments in company law,corporate governance and bestpractice. Board papers are circulatedone week before meetings – bothelectronically, via iPads, and in paperform. Members of the GMC attend allBoard meetings.Director trainingAnglo American’s directors havea wide range of expertise aswell as significant experience instrategic, financial, commercialand mining activities.Upon appointment, directors areprovided with recent Board materialsand a reference manual containinginformation on legal obligations andother matters of which they shouldbe aware. Guidance is provided onMarket Conduct under the FinancialServices Authority (FSA), theCompany’s Articles, the Code andthe Model Code. The manual alsoincludes items such as Board andcommittee terms of reference,relevant company informationand guidance on where to obtainindependent advice. The manualwas significantly updated during2012 and will continue to be updatedperiodically when appropriate.As part of the directors’ formalinduction process, meetings arearranged with senior executives inorder to develop a full understandingof the Anglo American Group. Trainingand briefings are also available todirectors on appointment andthroughout their tenure, as necessary,taking into account existingqualifications and experience.Directors also have access tomanagement, and to the advice of thecompany secretary.Furthermore, all directors are entitledto seek independent professionaladvice concerning the affairs ofAnglo American at the Company’sexpense, although no such advicewas sought during 2012. Regularpresentations are made to the Boardby BU management on the activitiesof operations.The company secretary facilitatesboard training and during the yeardirectors attended courses on,inter alia, corporate governance,strategy, compliance, current auditand remuneration committee issuesand general director duties andresponsibilities. The directors aregiven the opportunity to discuss theirdevelopment needs with the chairmanduring individual feedback meetings.Dealing with conflicts of interestIf directors become aware that theyhave a direct or indirect interest in anexisting or proposed transaction withAnglo American, they notify theBoard at the next Board meeting orby a written declaration. Directorshave a continuing duty to updateany changes in these interests. During2012 Mr Nhleko recused himself froma discussion on an item of businesswhere there was a potential conflictof interest. In accordance with theCompany’s Articles and relevantlegislation, a quorum of the Board,which does not include the directorwith the potential conflict of interest,can authorise potential conflicts ofinterest and such authorisations canbe limited in scope and are reviewedon an annual basis. During the yearunder review, the conflicts registerwas updated and the conflictmanagement procedures wereadhered to and operated effectively.GovernanceAnglo American plc Annual Report 2012 97