Governance

Board and responsibilities

Board

The Hochschild Mining Board comprises a majority of Independent Non-Executive Directors and is responsible for approving the Company’s strategy and monitoring its implementation, overseeing the management of operations, providing leadership and support to the senior management team in achieving sustainable added value for shareholders. The Board further enables the efficient operation of the Group by providing adequate financial and human resources and an appropriate system of financial control to ensure these resources are fully monitored and utilised.

Chair's responsibilities

Responsible for leading the Board of Directors and ensuring that the Board is enabled to play a full and constructive part in the development and determination of the Group’s strategy and overall commercial objectives.

Chief Executive Officer's responsibilities

Responsible for the formulation of the vision and long-term corporate strategy of the Group (the approval of which is a matter for the full Board) and for leading the executive team in the day-to-day management of the Group’s business.

Non-Executive Directors' responsibilities

Bring experience and an independent perspective to help develop proposals on strategy and to oversee and grow the Group’s operations within a sound framework of corporate governance through participation on the Board’s committees

Senior Independent Director's responsibilities

A central point of contact for the Non-Executive Directors and acts as a conduit between the Non-Executive Directors and the executive management team.  The Senior Independent Director meets with major shareholders if concerns have not been addressed by the executive team.

Committees and members

Audit Committee

The role of the Audit Committee is to:

• Monitor the integrity of the Company’s financial statements
• Monitor the effectiveness of the Company’s internal controls and risk management systems
• Oversee the relationship with the Company’s external auditors and
• Review the effectiveness of the external audit process.

The Audit Committee is chaired by Jill Gardiner who brings her financial expertise following her career as an investment banker with a focus on the power, pipeline, infrastructure and certain commodity related industries.

All members are considered to be Independent Directors (see table below). The lead partner of the external auditors, the Executive Directors and the Head of Internal Audit attend each Audit Committee meeting by invitation.

Remuneration Committee

The role of the Remuneration Committee is to determine and agree with the Board the broad policy for the remuneration of the Executive Directors, the other members of senior management and the Company Secretary, as well as their specific remuneration packages, including pension rights and, where applicable, any compensation payments.

Membership of the Committee is detailed in the table below.

Sustainability Committee

The role of the Sustainability Committee is to oversee and to make all necessary recommendations to the Board in connection with corporate social responsibility issues as they affect the Company’s operations. In particular, it focuses on compliance with national and international standards to ensure that effective systems of standards, procedures and practices are in place at each of the Company’s operations. The Sustainability Committee is also responsible for reviewing management’s investigation of incidents or accidents that occur in order to assess whether policy improvements are required.

Membership of the Committee is detailed in the table below.

Nomination Committee

The role of the Nomination Committee is to identify and nominate candidates for the approval of the Board to fill Board vacancies and make recommendations to the Board on Board composition and balance. The Nomination Committee also prepares the Chairman’s job description including any other significant commitments which he should be responsible for. In addition, the Nomination Committee has been authorised by the Board to review Directors’ external interests with regards to any actual, perceived or potential conflicts of interests.

Membership of the Committee is detailed in the table below.

Exploration Working Group

A working group consisting of management and Non-Executive Directors which reviews detailed reports on, and progress against, brownfield and greenfield exploration programmes.