Anglo American Annual Report 2012

GOVERNANCE DIRECTORS’ REMUNERATION REPORTFigure 1: Key aspects of the remuneration policy for executive directors continuedRetentionarrangementsPurpose Maximum opportunity OperationTo allow theCompany toretain topexecutivetalentNot pre-determinedThe Committee may make one-off share based awardsto executive directors in exceptional circumstances (suchas where an acute retention risk is present)The Committee will only make such an award if it is consideredto be the most effective mitigation against such a risk and if itis deemed to be in the long-term interests of the Company(and shareholders) to do soAny such awards would vest subject to continuingemployment and could have performance conditionsattaching to them should the Committee consider theseto be appropriateThe Committee has no plans to make any such awards atthis timeFigure 2: Key aspects of the remuneration policy for non-executive directorsChairman – FeesPurpose Maximum opportunity OperationTo attractand retain ahigh-calibrechairmanby offeringa marketcompetitivefee levelCurrent fee of chairman:£650,000The chairman is paid a single fee for all his responsibilitiesThe level of these fees is reviewed every two to three yearsby the Committee and chief executive, with reference to UKmarket levels (FTSE 30 companies) and a recommendationis then made to the Board (in the absence of the Chairman).The Chairman voluntarily waived the increase to his fee levelthat was due to take effect in August 2012Fees are paid in cash with the flexibility to forgo all or partof the net fees in exchange for shares in the CompanyIn 2009 (on appointment) and in 2011 the Chairman wasgranted shares in the Company which he committed tomatch with his personal funds. These shares will be releasedafter three years subject to continued chairmanshipChairman – OtherbenefitsTo providemarketcompetitivebenefitsReasonable use of a car and driverMedical insuranceNon-executivedirectors – FeesTo attractand retainhigh-calibrenon-executivedirectors byofferingmarketcompetitivefeesBasic fee:£80,000 paAdditional fees:Senior Independent Director:£25,000 paCommittee chairman:£25,000 pa (except NominationCommittee chairman: £12,500)These fees will next be reviewedin December 2013The non-executives are paid a basic fee. The chairmen of themain board committees and the senior independent directorare paid an additional fee to reflect their extra responsibilitiesThese fee levels are reviewed every few years by theChairman and executive directors, with reference toUK market levels, and a recommendation is then madeto the BoardFees are paid in cash with the flexibility to forgo all or partof the net fees to acquire shares in the Company112 Anglo American plc Annual Report 2012