Anglo American Annual Report 2012

REMUNERATION COMMITTEESir Philip HamptonChairman,RemunerationCommitteeCompositionIn compliance withthe Code, theCommitteecomprises onlyindependentnon-executivedirectors:• Sir PhilipHampton –chairman• David Challen• Sir CK Chow• Jack Thompson• Peter Woicke“It is therole of theRemunerationCommittee toensure that theremunerationarrangementsfor executivedirectorsoffer everyencouragementto enhance theCompany’sperformanceand deliverour strategy –responsibly.”Sir PhilipHamptonChairman,RemunerationCommitteeRole and responsibilities• Establishing and developing the Group’sgeneral policy on executive and seniormanagement remuneration• Determining specific remuneration packagesfor the chairman and executive directors• Designing the Company’s share incentiveschemes.Committee discussions in 2012In February 2012, the Committee:• Reviewed executive director personal keyperformance indicators for 2012 and Companyfinancial and safety targets to ensure alignmentwith Company strategy• Discussed with the Company chairman andCEO respectively, the CEO’s and financedirector’s performance in 2011 to adjudicateon bonus outcomes• Approved a proposal that a dividend equivalentbe paid on shares vesting under Long-TermInvestment Plan (LTIP) awards from the 2012award onwards• Reviewed executive directors’ shareholdingsin the Company prior to 2012 share awardsbeing made• Discussed the Department of BusinessInnovation and Skills’ (BIS) proposals that wereannounced on 23 January.In April 2012, the Committee:• Formally confirmed the vesting of 2009 BonusShare Plan (BSP) and LTIP awards and thegranting of 2012 BSP and LTIP awards• Reviewed the proposal for asset optimisation andsupply chain targets for the 2012 LTIP award• Discussed investor feedback on executiveremuneration prior to the vote on the Directors’Remuneration Report• Discussed the further consultation launched byBIS in March.In June 2012, the Committee:• Set the asset optimisation and supply chaintargets for the 2012 LTIP award• Reviewed corporate governance issues in theprevious quarter and major issues arising fromthe main AGM voting season.In December 2012, the Committee:• Reviewed directors’ salaries, taking into accountthe general salary review for the broaderemployee population• Considered GMC and ExCo remunerationelements and performance contracts for 2013• Discussed the early adoption of the BISproposals and reviewed the impact of themon the Remuneration Report for 2012• Reviewed its terms of reference• Reviewed corporate governance issues thathad arisen since the previous meeting.GovernanceAnglo American plc Annual Report 2012 101