Group information / Governance
Governance
Board
The Board is responsible for the governance of the Group on behalf of shareholders within a framework of policies and controls which provide for effective risk assessment and management. The Board provides leadership and articulates the company’s objectives and strategy to achieve those objectives. The Board sets standards of conduct, as documented in an approved Statement of Business Principles, which provide an ethical framework for all Xstrata businesses. The Board focuses on strategic issues, financial performance, risk management and critical business issues and also has a formal schedule of matters specifically reserved to it for decision.
Xstrata is governed by a robust Board comprising seven non-executive directors and three executive directors. Of the seven non-executive directors, five are considered by the Board to be independent. This is defined as independence from management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement. The remaining two non-executive directors, Willy Strothotte, Xstrata plc Chairman, and Ivan Glasenberg, non-executive director, are directors of Glencore International, Xstrata’s major shareholder, and as such, are not considered to be independent. The roles of Chief Executive and non-executive Chairman are separated, in line with best practice.
Xstrata’s adherence to the principles and provisions of the UK Combined Code on Corporate Governance is set out in the corporate governance report on pages 110 to 120 of the 2007 Annual Report, together with an explanation of key governance policies and procedures. Xstrata holds an annual general meeting (AGM) in Switzerland each year, at which shareholders are able to put questions, make recommendations or express opinions to the Board.
Committees of the Board
There are four formally constituted committees of the Board: Audit, Nominations, Remuneration and Health, Safety, Environment and Community (HSEC). The terms of reference for each committee are available under Management on this website. For further information on these committees, including membership and terms of reference, areas of responsibility and key activities in 2007 are provided on pages 110 to 120 of the 2007 Annual Report
Commodity Businesses
The Board is also responsible for approving the annual business plans of each Commodity Business. While Commodity Businesses are given a high degree of autonomy to pursue their business objectives, their plans are approved by the Board and they operate within Xstrata's Business Principles and Group Policies.