Management & Governance

Remuneration committee

The following independent, non executive directors were members of the committee during 2007:

• Sir Richard Sykes (chairman)
• Sir David Clementi
• Michael Fitzpatrick
• Richard Goodmanson
• Andrew Gould
• Paul Tellier (effective 25 October 2007)

The committee met five times during 2007 and members' attendance is set out on the Board commitees page. The committee's responsibilities are set out in its terms of reference which have been approved by the board and may be viewed on Rio Tinto's website. They include:

• recommending executive remuneration policy to the board;
• reviewing and determining the remuneration packages of the executive directors, product group chief executives, and the company secretary of Rio Tinto plc;
• reviewing and agreeing the remuneration strategy and conditions of employment for managers other than the executives;
• monitoring the effectiveness and appropriateness of general executive remuneration policy and practice; and
• reviewing the chairman's fees.

The global head of Human Resources, Hugo Bague, and global practice leader Remuneration, Jeffery Kortum, attend committee meetings in an advisory capacity. As of December 2007, Jane Craighead, global practice leader Total Rewards, also attended the meetings in an advisory capacity. The chairman, Paul Skinner, the former chief executive, Leigh Clifford and the current chief executive, Tom Albanese, participated in meetings at the invitation of the committee during 2007, but were not present when issues relating to their own remuneration were discussed. Ben Mathews, the company secretary of Rio Tinto plc, acts as secretary to the committee, but was not present when issues relating to his remuneration were discussed.

Kepler Associates, an independent remuneration consultancy, provided advice on executive remuneration matters to the committee until November 2007. Apart from providing specialist remuneration advice, Kepler Associates has no links to the Group.

To carry out its duties in accordance with its terms of reference, the committee monitors global remuneration trends and developments and draws on a range of external sources of data, in addition to that supplied by Kepler Associates, including publications by remuneration consultants Towers Perrin, Hay Group, Mercer and Watson Wyatt.