Code of conduct
Being recognized as a good corporate citizen is something we earn through the efforts and commitment of all who work at Fresnillo. Our Code of Conduct is intended to serve as a guide for the day-to-day behavior of each of us, which must be consistent with the institutional values of this company: Confidence, Responsibility, Integrity and Loyalty (C.R.I.L.).
By following this Code of Conduct, we reinforce the trust of all of our groups of interest in Fresnillo: shareholders, employees, clients, vendors, and community at large.
We all have an obligation to observe this Code of Conduct, guaranteeing not only that the transactions we perform adhere strictly to existing rules and regulations, but also ensuring that we work according to the highest standards of responsibility, transparency and commitment.
I am confident that each of us at Fresnillo will strive to set an example of strict compliance with the contents of this Code of conduct in the daily performance of our duties, and that this will allow us to become the most widely-recognized Mexican company in the world for its global focus, process quality, and the excellence of its people.
Jaime Lomelin
The Directors have established an audit committee, a remuneration committee, a nominations committee and a health, safety, environment and community relations committee.
Audit Committee
The members of the Audit Committee are: Guy Wilson (Chairman of the Committee), Fernando Solana and Fernando Ruiz. Consequently all members of the commettee are independent Non-executive Driectors. Guy Wilson was a partner at Ernst & Young prior to his retirement on 30 June 2008. He is therefore considered to have recent and relevant financial experience. Héctor Rangel resigned as a Director and therefore as a member of the Audit Committee on 30 January 2009. The role of the Audit Committee, among other things, is to monitor the integrity of the financial statements of the Company, including its annual and interim reports, preliminary results announcements and any other formal announcement relating to its financial performance. In addition, the Audit Committee is responsible for reviewing the accounting policies, the clarity of disclosure, compliance with the rules of the London Stock Exchange, the Listing Rules and other legal and regulatory requirements and all material information presented in the Financial Statements. The Audit Committee oversees the relationship with the external auditors. This Committee met three times between May 2008 and 31 December 2008 to carry out its responsibilities as described in its terms of reference.
Remuneration Committee
The members of the Remuneration Committee are: Lord Cairns (Chairman of the Committee), Alberto Baillères and Fernando Ruiz. Consequently the majority of the members of the Committee are independent Non-executive Directors. Héctor Rangel resigned as a Director therefore as a member of the Remuneration Committee on 30 January 2009. Terms of reference for the Remuneration Committee have been approved by the Board and its duties include the determination of the framework policy for the remuneration of the Chairman, Chief Executive Officer, other Executive Directors and the members of the Executive Committee (together the senior management), as well as their specific remuneration packages, including pension rights and, where applicable, any compensation payments.
In determining such policy, the Remuneration Committee is expected to take into account all factors which it deems necessary to ensure that members of the senior executive management of the Group are provided with appropriate incentives to encourage strong performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company. It will approve the design of, and determine targets for, any performance related pay schemes (and if appropriate share incentive plans) operated by the Company and approve the total annual payments made under such schemes.
Nominations Committee
The members of the Nominations Committee are Alberto Baillères (Chairman of the Committee), Javier Fernández and Fernando Ruiz. Consequently the majority of the members of the Committee are independent Non-executive Directors. The role of the Nominations Committee is to identify and nominate for approval of the Board, candidates to fill Board vacancies as and when they arise. When making an appointment, the Committee is required by its terms of reference to evaluate the balance of skills, knowledge and experience on the Board. The Nominations Committee is also responsible for reviewing the structure, size and composition, including skills knowledge and experience of the Board and make recommendations to the Board with regards to any changes. The Committee must also give full consideration to succession planning for Directors and other senior executives. The Committee has met once in the year between the Listing and 31 December 2008.
Health, Safety, Environment and Community Relations Committee
The health, safety, environment and community relations committee is chaired by Rafael MacGregor and its other members are Javier Fernández and Jaime Lomelin. The responsibilities of this Committee are to: formulate and recommend to the Board the Fresnillo policy on health and safety as well as environmental or local community issues as they affect Fresnillo's operations, ensure compliance with national and international standards, review management's investigation of incidents or accidents that occur in order to assess whether policy improvements are required and evaluate the results of the Group's independent performance audits and any resulting action plans.
Articles of Association
A copy of the Articles of Association of Fresnillo plc is available in pdf format. The Articles of Association were adopted by Special Resolution at the Annual General Meeting on 27 May 2009, effective from 1 October 2009.
