Management & Governance
Part 2
Dividends
Final dividends of 43.13 pence or 93.02 Australian cents per share will be paid on 11 April 2008. Full details of dividends paid and the dividend policy can be found in the Shareholder information section.
Annual general meetings
The 2008 annual general meetings will be held on 17 April in London and on 24 April in Brisbane. Notices of the 2008 annual general meetings are set out in separate letters to the shareholders of each Company.
Directors
The names of the directors who served during the year, together with their biographical details, directorships of other companies in the past three years and the period of each directorship are available in the Chairman and executive directors and the Non executive directors areas of the report.
In December 2006 the board announced that Tom Albanese would succeed Leigh Clifford as chief executive of Rio Tinto with effect from 1 May 2007. Leigh Clifford retired as a director on 30 April 2007.
Dick Evans, as an executive director, and Yves Fortier and Paul Tellier, as non executive directors, were appointed on 25 October 2007, retire and offer themselves for election at the 2008 annual general meetings. Ashton Calvert resigned with effect from 7 November 2007 and Tom Albanese, Vivienne Cox, Richard Goodmanson and Paul Skinner retire by rotation and, being eligible, offer themselves for re-election. Sir Richard Sykes will also retire at the conclusion of the 2008 annual general meetings. Details can be found at directors' service contracts and letters of appointment.
A table of directors' attendance at board and committee meetings is available as part of this report.
Remuneration of directors and executives
A discussion of the Group's policy for determining the nature and amount of remuneration of directors and senior executives, and of the relationship between that policy and the Group's performance,
appears in the Remuneration report. The Remuneration report forms part of the Directors' report and includes details of the nature and amount of each element of the remuneration (including options) of each of the directors and of each the key management personnel and highest paid executives below board level in respect of whom disclosures are required in 2007.
Secretaries
Details of the company secretary of each of Rio Tinto plc and Rio Tinto Limited together with their qualifications and experience are set set out in the Executive committee members and company secretaries section.
Indemnities and insurance
The articles of association and constitution of the Companies require them to indemnify officers of the Companies, including officers of wholly owned subsidiaries, against liabilities arising from the conduct of the Group's business, to the extent permitted by law. In the case of Rio Tinto plc this is reflected by Deeds of Indemnity provided to the directors.
The Group has therefore purchased directors' and officers' insurance during the year. In broad terms, the insurance indemnifies individual directors' and officers' personal legal liability and costs for claims arising out of actions taken in connection with Group business. It is a condition of the insurance policy that detailed terms and premiums paid cannot be disclosed.
Employment policies and communication
The average number of people employed during the year by Rio Tinto, including the Group's proportionate share of consolidated companies and equity accounted units, was approximately 52,000 (2006: 35,000). Of these, about 16,000 were located in Australia and New Zealand, around 14,000 in the US and Canada and 5,000 in Europe. Alcan's employees were prorated from 24 October 2007.
Rio Tinto's employment policies are set out in its statement of business practice, The way we work.
Rio Tinto is committed to equality of opportunity for all, as set out in The way we work, and applies this philosophy to recruitment, development and promotion of individuals. Within this philosophy, each operating company is further encouraged to develop its own policies and practices to suit individual circumstances. Group companies employ disabled people and accept the need to maintain and develop careers for them. If an employee becomes disabled and, as a result, is unable to perform his or her current duties, every effort is made to offer suitable alternative employment and to assist with retraining.
Rio Tinto respects the right of employees worldwide to choose whether or not they wish to be represented collectively.
Group companies actively promote a healthy and safe working environment through training and communication with employees. For further information about Group staff and health and safety initiatives, please see the Society area of the report.
Post retirement benefits are provided by Rio Tinto and its major subsidiaries in accordance with local conditions and good practice in the countries concerned.
The Group provides clear and timely communication with its employees concerning business performance and corporate developments. It endeavours to maintain effective channels of communication through an internal communications team, which manages the release of information to employees across the Group's businesses. Information is released through a number of forums including electronic and paper newsletters and bulletins, video and the Group's intranet. Individual operations also invite employees to briefings outlining business performance including results, health, safety and environmental matters.
Rio Tinto operates worldwide share plans which, taking account of local country tax and securities regulation, aim to facilitate employee shareholding. The directors believe that this is a good way for employees to participate in the success of the Group.
Corporate governance
A full report on corporate governance is available to review online.
Donations
During 2007, the Group spent US$107 million on community assistance programmes and payments into benefit receiving trusts set up in directly negotiated community impact benefit agreements. Total community spending in Australia amounted to A$87.7 million (2006: A$87.0 million). Donations in the UK during 2007 amounted to £1.8 million (2006: £2.5 million) of which £0.2 million (2006: £0.5 million) was for charitable purposes as defined by the Companies Act 1985 and £1.6 million (2006: £2.0 million) for other community purposes.
As in previous years, no donations were made for political purposes in the EU, Australia or elsewhere, as defined by the UK Companies Act 1985 as amended by the Political Parties, Elections and Referendums Act 2000.