Corporate Governance
In the exercise of their duties as your Directors, the Pasminco Board is committed to observing the highest standards of corporate governance. Following is a statement of the main features of the corporate governance procedures and guidelines adopted by the Board.

Board Composition
The Pasminco Board is comprised of a majority of non-executive directors. The Chairman is a non-executive member of the Board. In appointing additional Directors, the Board specifies the mix of qualifications, skills and experience it believes is desirable and selects individuals who will bring characteristics which are necessary to achieve this mix. To identify appropriate candidates, the assistance of external consultants is utilised. The Remuneration Committee undertakes the nomination function, and brings recommendations to the full Board. Apart from the statutory retirement age, no maximum age is prescribed for
Directors.


Responsibilities and Operation
The Board regularly reviews the operational and financial performance of each of the Group’s activities, considers strategic plans and initiatives, reviews plans and budgets, reviews and approves significant capital investment proposals and establishes and monitors delegated authority levels for capital and financial commitments. It monitors and receives advice on areas of operational and financial risk and considers strategies for appropriate risk containment.

The Pasminco Board meets monthly, but from time to time the Board convenes outside the scheduled monthly meetings to consider issues of special importance. Members of management, auditors, and representatives from the Company’s advisers attend Board and Committee meetings as appropriate. Three Committees of the Board -the Audit Committee, the Safety, Health and Environment Committee and the Remuneration Committee - have been established to consider these specific areas in detail and to report to the full Board.


Independent Advice
Procedures are in place for Directors to obtain independent professional advice, at the entity’s expense, if appropriate after consultation with the chairman.

Audit Committee
The charter of the Audit Committee is to review significant financial information to ensure that it is complete, accurate, adequate and timely and to advise the Board accordingly. It is comprised only of non-executive Directors.

To achieve this, the Audit Committee:

- reviews annual and half-yearly financial reports;
- reviews the terms of engagement and scope of activity of the external auditors;
- provides a direct line of communication between Directors and both the internal and external auditors;
- reviews internal audit activities and reports in conjunction with senior management;
- monitors the effectiveness of internal control systems;
- reviews the Group’s commercial practices and policies; and
- reviews the performance of the external and internal auditors and their audit fees.

In addition to the non-executive Director members, Audit Committee meetings are attended by members of management and the external and internal auditors as appropriate. Current members of the Committee are David Brydon (Chairman), Andrew Guy and Tony Daniels.


Board Safety, Health and Environment Committee
The terms of reference of the Board Safety, Health and Environment Committee are to oversee the implementation of the Pasminco Safety, Health and Environment policies which are aimed at achieving high standards of care in all activities in which the Group is engaged, from exploration through mining and smelting to the marketing of its products. In particular, the Committee reviews with Management:

- the Safety, health and environmental risks associated with Pasminco’s operations;
- the response to be adopted with respect to such risks;
- the implementation and audit of such responses; and
- the appropriate management structure in the light of the responses adopted.

The Board Safety, Health and Environment Committee members are David Macfarlane (Chairman), David Stewart and Geoff Allen. Members of management attend meetings as appropriate.


Remuneration Committee
The charter of the Remuneration Committee is to review with the Chief Executive the overall remuneration structure and policies for staff employed by Pasminco, and to review and approve the remuneration of the senior executive staff and appointments at senior level.

The Committee seeks to ensure that the remuneration policy structure is equitable, market competitive and consistent to assure the recruitment and retention of staff with the capabilities, competence and experience necessary for the achievement of Pasminco’s business objectives.

With advice from appropriate external consultants, the Committee reviews and establishes the remuneration and other employment conditions of the Chief Executive. In consultation with the Chief Executive, the Committee also obtains the advice of qualified external consultants on appropriate levels of remuneration for the non-executive Directors. The Committee acts as the nomination committee in developing recommendations for new Board appointments.

The Committee consists solely of non-executive Directors and current members are Mark Rayner (Chairman), David Brydon and David Macfarlane. The Chief Executive attends meetings when appropriate.


Risk Assessment and Management
The Board as a whole monitors and receives advice on areas of operational and financial risk and considers strategies to manage business risks. In turn the Audit Committee, the Safety, Health and Environment Committee and working committees of the Board established for specific projects, regularly report back on the particular risks associated with their respective areas of responsibility.


Ethical Standards
The economic entity has adopted a vision and values statement developed with the involvement of many employees throughout the group. The values which support the group’s vision include, through an adopted code of conduct, a commitment to respect the law and act accordingly and to fair, honest and consistent dealings and behaviour. The code of conduct also deals with conflicts of interest, use of Company assets and information, honesty and accountability.

Click here to download PDF files of:

- Operations at a Glance (excerpt from Annual Report 1998)
- Production 5-Year Summary (excerpt from Annual Report 1998)
- Performance 10-Year Summary (excerpt from Annual Report 1998)

or

- Pasminco Annual Report 1998 (full report including the above excerpts)

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