Anglo American Annual Report 2012

GOVERNANCE INTRODUCTIONGOVERNANCESir John Parker“Corporate governance is a dynamicprocess that requires continuousreview and improvement.”IN THIS SECTION90Chairman’sintroduction92The Board94Executivemanagement96The role ofthe Board98Board in action100Boardcommittees104AuditCommitteereport108Remunerationreport128Directors’report134Statementof directors’responsibilitiesCHAIRMAN’SINTRODUCTIONIn 2012 we saw both the 20thanniversary of the introduction ofthe UK Corporate Governance Code(the Code) and, in September, its latestincarnation as the Financial ReportingCouncil (FRC) published revisionsaimed at enhancing corporatereporting and audit. These eventsserve to underline the fact thatcorporate governance is a dynamicprocess that requires continuousreview and improvement. For methey also highlight the wisdomof Sir Adrian Cadbury and hiscommittee in devising a principlesbasedapproach that has enabled andencouraged the periodic updating ofthe Code to ensure it remains relevant.At Anglo American, I am pleased toconfirm once again that we compliedwith the Code for the period. Thefollowing section sets out how wehave complied and, on our website,we provide a handy checklist thatrelates our corporate governancearrangements to each of the relevantprinciples in the Code. Nonetheless,we recognise that corporategovernance arrangements are never‘complete’, and must continually adaptand evolve. The following sectionexplains how we endeavour to achievethat and I hope this is of interest toshareholders. In this introduction I willbriefly draw attention to just two areasthat I hope illustrate our commitmentto continuous improvement.BOARD EVALUATIONOne of the ways in which we seek toadapt and improve our governancearrangements is via the annual Boardevaluation. In 2012, the evaluationwas conducted by an externalfacilitator and led to recommendationsfor, inter alia, enhancing the qualityof our strategic discussions andre-programming our scheduledBoard agenda somewhat to includediscussions of a range of areashighlighted by directors.I regard an external board evaluationas a very useful process although,in well-established companies,one should not expect the annualevaluation to result in revolutionarychanges nor be surprised if theresults often focus on the same areas.What it does provide is an independent,external perspective on theeffectiveness of our Board and avaluable opportunity for directors totake the time to reflect specificallyon how we are doing and where wemight improve.The followingsection setsout how wehave compliedand, on ourwebsite, weprovide a handychecklist thatrelates ourcorporategovernancearrangementsto each ofthe relevantprinciples inthe Code.For more information visitwww.angloamerican.com90 Anglo American plc Annual Report 2012