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Anglo American Annual Report 2012

Anglo American Annual Report 2012

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SHARE CAPITALDIRECTORSDirectors’ biographical details aregiven on pages 92–93. Details ofdirectors’ interests in shares and shareoptions of the Company can be foundin the remuneration report on pages108–127.Anne Stevens joined the Board on15 May <strong>2012</strong>. Mamphela Rampheleresigned from the Board with effectfrom 25 July <strong>2012</strong>. Cynthia Carrollhas resigned as CEO of the Companywith effect from 3 April 2013 andas a director with effect from theclosing of the AGM to be held on19 April 2013. Mark Cutifani has beenappointed CEO and a director with effectfrom 3 April 2013.On 12 February 2013, the Boardproposed the appointment of Dr ByronGrote as a non-executive director atthe forthcoming AGM on 19 April 2013.It is intended that Dr Grote will join theAudit Committee of the Board onappointment and he will, after a periodof induction, assume the role ofChairman of that committee fromDavid Challen, who has held thisposition since 2003.In addition, Peter Woicke informed theBoard of his intention to retire as anon-executive director, also with effectfrom the AGM. Mr Woicke will besucceeded as Chairman of the Safetyand Sustainable DevelopmentCommittee by Jack Thompson.In accordance with the Code,<strong>Anglo</strong> <strong>American</strong> will continue topropose the re-election of all directorson an annual basis.SUSTAINABLE DEVELOPMENTThe Sustainable Development <strong>Report</strong><strong>2012</strong> will be available in April 2013.This report focuses on the safety,sustainable development, health andenvironmental performance of theGroup’s managed operations, itsperformance with regard to theCompany’s Good Citizenship BusinessPrinciples, and the operationaldimensions of its social programmes.The Company’s issued share capital asat 31 December <strong>2012</strong>, together withdetails of share allotments and issue oftreasury shares during the year, is setout in note 29 on pages 177–180.The Company was authorised byshareholders at the AGM held on19 April <strong>2012</strong> to purchase its ownshares in the market up to a maximumof 14.99% of the issued share capital.No shares were purchased under thisauthority during <strong>2012</strong>. This authoritywill expire at the 2013 AGM and, inaccordance with usual practice, aresolution to renew it for another yearwill be proposed.MATERIAL SHAREHOLDINGSAs at 31 December <strong>2012</strong>, theCompany was aware of the followinginterests in 3% or more of theCompany’s ordinary share capital:PercentageCompanyNumberof sharesof votingrightsBlackrock, Inc. 63,971,090 4.60Epoch TwoInvestmentHoldingsLimited (1) 42,166,686 3.03PublicInvestmentCorporation(PIC)81,235,375 5.84Tarl Investment 47,275,613 3.39Limited (1)Holdings(1)Epoch Two Investment Holdings Ltd (Epoch 2)and Tarl Investment Holdings Limited (Tarl) are twoof the independent companies that have purchasedshares as part of <strong>Anglo</strong> <strong>American</strong>’s share buy backprogramme. Epoch 2 and Tarl have waived theirright to vote all the shares they hold or will hold in<strong>Anglo</strong> <strong>American</strong> plc.PAYMENT OF SUPPLIERS<strong>Anglo</strong> <strong>American</strong> plc is a holdingcompany and, as such, has no materialtrade creditors. Businesses across theGroup are responsible for agreeingthe terms under which transactionswith their suppliers are conducted,reflecting local and industry norms andGroup purchasing arrangements thatmay have been made with a supplier.The Group values its suppliers andrecognises the benefits to be derivedfrom maintaining good relationshipswith them. <strong>Anglo</strong> <strong>American</strong>acknowledges the importance ofpaying invoices, especially those ofsmall businesses, promptly.VALUE OF LANDLand is mainly carried in the financialstatements at cost. It is not practicableto estimate the market value of landand mineral rights, since these dependon product prices over the next 20years or more, which will vary withmarket conditions.POST-BALANCE SHEET EVENTSPost-balance sheet events are set outin note 39 to the financial statementson page 187.GovernanceAs at the date hereof the Company hasbeen notified of the following changeto the above holdings of voting rightsin the ordinary share capital of theCompany: Blackrock, Inc. 64,138,546(4.61%).AUDIT INFORMATIONThe directors confirm that, so far asthey are aware, there is no relevantaudit information of which the auditorsare unaware and that all directors havetaken all reasonable steps to makethemselves aware of any relevant auditinformation and to establish that theauditors are aware of that information.<strong>Anglo</strong> <strong>American</strong> plc <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong> 129

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