Board Balance and Roles
The composition of the Board has been structured to ensure that no one individual can dominate the decision-making processes of the Board. The Chairman Mr Baillères, is beneficially interested in more than 50% of the share capital of the Company through his interest in Industrias Peñoles S.A.B de C.V ('Peñoles'), the Company's controlling shareholder.
Mr Baillères is also the Chairman of Peñoles and other companies within the BAL Group.
The Chairman is responsible for the leadership of the Board and ensuring its effectiveness as to all aspects of its role.
The separate roles of Chairman and of the Chief Executive Officer are recognised and the requirements for these roles have been specified in writing and agreed by the Board in the Statement of Responsibilities. Octavio Alvídrez, the Chief Executive Officer, is not currently a member of the Board. Guy Wilson, the Senior Independent Director, is available to shareholders if they have concerns that have not been resolved through the normal channels of Chairman, Chief Executive Officer, Chief Financial Officer or Head of Investor Relations.
Board Composition and Independence
|Alberto Baillères »
||Guy Wilson »|
|Alejandro Baillères »||Fernando Ruiz »
|Juan Bordes »||Bárbara Garza Lagüera »|
|Arturo Fernández »||Jaime Serra Puche »|
|Jaime Lomelín »||Charles Jacobs »|
|Alberto Tiburcio »|
|Dame Judith Macgregor »|
|Executive Committee (prepare proposals for Board)|
|Octavio Alvídrez »||Chief Executive Officer|
|Mario Arreguín »||Chief Financial Officer|
|Roberto Díaz »||Chief Operating Officer|
|David Giles »||Vice President Exploration|
The non-independent Directors listed above have been appointed to the Board by Peñoles pursuant to the Relationship Agreement. Peñoles entered into a relationship agreement with the Company, as required by Listing Rule 9.2.2 AR (2), which ensures that decisions in relation to transactions with Peñoles must be taken by the independent Non-executive Directors of the Company.
Charles Jacobs is a senior corporate partner with Linklaters LLP, the Company’s legal advisors, and as a Director, he has not and will not, be involved in the provision of legal or any other services to the Company by Linklaters LLP. Fernando Ruiz has, since 2008, been a retired partner and consultant in the firm Chevez, Ruiz, Zamarripa y Cia., S.C., a firm providing professional services to the Company. Mr Ruiz was not involved in the provision of such services prior to his retirement. Guy Wilson retired as a partner of Ernst & Young LLP, the Company’s auditors, in 2008. Mr Wilson was not involved in the provision of audit or any other services to the Company by Ernst & Young LLP prior to his retirement.
Mr Baillères was appointed to the Board by Peñoles pursuant to the Relationship Agreement, thus at the time of his appointment was not independent. Having been responsible for overseeing the successful development of the Group over many years, the Board considers that his continued involvement as its Non-executive Chairman is very important to the continued success of the Company. The Relationship Agreement continues to provide a transparent governance system, which ensures that the Company benefits from Mr Baillères’ leadership and experience whilst being able to demonstrate to other shareholders that the Fresnillo Group is capable of carrying on its business independently. In particular, the Relationship Agreement ensures that transactions and relationships between the Fresnillo Group and its controlling shareholder are at arm’s length and on competitive commercial terms.