Group governance

The Board

Our Board is collectively responsible for our governance and the long-term success of the company, focusing on:

Leadership and governance
Strategic issues
Overall business performance
Approval of budgets, operating business plans and major transactions
Risk management
Critical business issues
Business ethics and standards of conduct

The Board delegates certain powers to the Executive Committee which is responsible for executing our strategy, operational performance and various other matters. The Executive Committee is a committee of the Board of Xstrata plc's main operating subsidiary Xstrata (Schweiz) AG

Chairman and Chief Executive Officer

There is a clear separation between the responsibilities of the Chairman and the Chief Executive Officer in compliance with the UK Corporate Governance Code.

The Chairman is responsible for:

Leadership of the Board, promoting a culture of openness and debate in which non-executive directors play a vital role
Ensuring that good communication is maintained with shareholders, ensuring directors are kept aware of their issues and concerns
Ensuring directors continually update their skills and understanding of our business

The Chief Executive has executive responsibility for running our business. This involves:

Evaluating and recommending strategic policy for Board consideration
Reviewing and recommending financial statements, business plans and budgets for Board consideration and approval
Maintaining effective risk management and internal control systems
Facilitating the production ofdetailed proposals and reviews for approval by the Board meetings;
Providing the Board with accurate, timely and clear information

Board balance and independence

Our Board comprises 13 directors. Ten are non-executive; of these, seven, including our Chairman, are considered to be independent from management and free from any business or relationship conflicts.

Under the terms of the relationship agreement which governs the relationship between Xstrata and its major shareholder Glencore International, Glencore has the right to nominate for shareholder approval up to three representatives to the Xstrata Board. Those nominees are Ivan Glasenberg, Aristotelis Mistakidis and Tor Peterson.

Our Senior Independent Director David Rough, who is also Deputy Chairman, acts as a sounding board for the Chairman and also an intermediary for other directors and shareholders if required.