Anglo American Annual Report 2012

DirectorsDirectors shall not be less than ten normore than 18 in number. A director isnot required to hold any shares of theCompany by way of qualification. TheCompany may by ordinary resolutionincrease or reduce the maximum orminimum number of directors.Powers of directorsSubject to the Articles, the CompaniesAct and any directions given byspecial resolution, the business of theCompany will be managed by theBoard who may exercise all the powersof the Company.The Board may exercise all the powersof the Company to borrow moneyand to mortgage or charge any of itsundertaking, property and uncalledcapital and to issue debentures andother securities, whether outright or ascollateral security, for any debt, liabilityor obligation of the Company or of anythird party.The Company may by ordinaryresolution declare dividends but nodividend shall be payable in excessof the amount recommended by thedirectors. Subject to the provisions ofthe Articles and to the rights attachingto any shares, any dividends or othermonies payable on or in respect of ashare may be paid in such currencyas the directors may determine.The directors may deduct from anydividend payable to any member allsums of money (if any) presentlypayable by him/her to the Companyon account of calls or otherwise inrelation to shares of the Company.The directors may retain any dividendspayable on shares on which theCompany has a lien, and may apply thesame in or towards satisfaction of thedebts, liabilities or engagements inrespect of which the lien exists.Appointment and replacementof directorsThe directors may from time to timeappoint one or more directors.The Board may appoint any personto be a director (so long as the totalnumber of directors does not exceedthe limit prescribed in the Articles). Anysuch director shall hold office only untilthe next AGM and shall then be eligiblefor election.The Articles provide that at each AGMall those directors who have been inoffice for three years or more sincetheir election, or last re-election, shallretire from office. In addition, a directormay at any AGM retire from officeand stand for re-election. However,in accordance with the Code, alldirectors will be subject to annualre-election.Significant agreements:Change of controlAt 31 December 2012, AngloAmerican had committed bilateraland syndicated borrowing facilitiestotalling $12.2 billion with a numberof relationship banks that containchange of control clauses. $7.4 billionof the Group’s bond issues also containchange of control provisions. Inaggregate, this financing is consideredsignificant to the Group and, in theevent of a takeover (change of control)of the Company, these contracts maybe cancelled, become immediatelypayable or be subject to acceleration.Purchases of own sharesAt the AGM held on 19 April 2012,authority was given for the Companyto purchase, in the market, up to198.4 million Ordinary Shares of54 86 ⁄91 US cents each. The Companydid not purchase any of its own sharesduring 2012.IndemnitiesTo the extent permitted by law andthe Articles, the Company has madequalifying third party indemnityprovisions for the benefit of itsdirectors during the year, which remainin force at the date of this report.Copies of these indemnities are openfor inspection at the Company’sregistered office.By order of the BoardNicholas JordanCompany Secretary14 February 2013GovernanceAnglo American plc Annual Report 2012 133