Committees

The Audit Committee has responsibility for monitoring the integrity of the Fresnillo Group’s financial statements. It oversees the Group’s relationship with the external auditors and reviews the effectiveness of the external audit process. It also monitors the activity of the Internal Audit Department and reviews the effectiveness of the Group’s system of internal controls and risk management systems.

All of the members of the Audit Committee are Independent Non-Executive Directors.

The Group develops, executes and monitors a broad range of policies and practices related to health, safety, sustainability and corporate social responsibility through its Health, Safety, Environment and Community Relations System.

At the Board level, the Health, Safety, Environment and Community Relations (HSECR) Committee is responsible for formulating and recommending HSECR policies to the full Board, reviewing management’s investigation of incidents or accidents, and evaluating the results of the Group’s independent performance audits and action plans.

The Nominations Committee is responsible for making recommendations to the Board on the structure, size and composition of the Board and its committees and succession planning for the Directors and other senior executives. Before making appointments of new Directors, the Committee is responsible for evaluating the balance of skills, knowledge and experience on the Board and identifying and nominating suitable candidates.

The majority of the members of the Nominations Committee are Independent Non-Executive Directors.

Lord Davies' Report:

In February 2011 Lord Davies of Abersoch, CBE, published the report 'Women on Boards'. The Nominations Committee have reviewed and considered the report. Fresnillo endorses the principle of boardroom diversity and will continue to recruit at all levels in line with our non-discrimination policy and, as always, on merit. We intend to provide more detail on the Board's approach to board composition (and therefore diversity) in our Annual Report.

The Remuneration Committee has responsibility for making recommendations to the Board on the Group’s remuneration policy for senior management (Chief Executive Officer and other members of the Executive Committee), and for determining specific remuneration packages for senior management, including pension rights and any compensation packages, as well as remuneration of the Chairman within agreed terms of reference.

The majority of the members of the Remunerations Committee are Independent Non-Executive Directors.

The Executive Committee is led by the Chief Executive and is responsible for the management of the Company’s businesses including the implementation of decisions agreed in principle by the Board and all executive management of the operations of the Group within the strategy and budget approved by the Board.