Corporate Governance
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Strategic report Governance Financial statements Additional information SAFETY Christine has worked with the Human Resources team at Sudbury since 2005. Her role encompasses Occupational Health initiatives, because keeping people safe isn’t only about their physical safety at work. “We ask if they are fit for duty, and it’s not just Christine McGarry ‘do they have something physical that you can see?’ We also ask about their mental Labour Relations & Disability wellbeing. Individuals have told us that we Management Specialist have saved their lives, saved their families – Sudbury INO, Canada and saved their ability to keep working.” Learn more about our culture and how we work safely on www.glencore.com INTEGRITY Emile has worked as a Legal Counsel for Glencore in the Democratic Republic of the Congo for four years. “Integrity is doing the right thing at the right moment, even when no one is watching. It’s not always easy to live with integrity. But Emile Luketa whatever your background, we all have a common ground, and that means we need Legal Counsel – Democratic Republic of the Congo to live with a sense of wrong and right.” Learn more about our culture and how we work with integrity on www.glencore.com CORPORATE GOVERNANCE Chairman’s governance statement 86 Directors and officers 88 Corporate governance report 90 ECC report 95 HSEC report 96 Audit committee report 97 Nomination committee report 99 Directors’ remuneration report 100 Directors’ report 112 Glencore Annual Report 2020 85 CHAIRMAN’S GOVERNANCE STATEMENT Anthony Hayward Chairman DEAR SHAREHOLDERS As noted last year, the 2018 UK Corporate Governance Code (the 2020 has seen a marked acceleration in the focus on Code) provides that the chairman should be subject to a nine year Environmental, Social and Governance issues, and increasing term limit from first appointment as a director. However, the expectations for transparent and consistent reporting on these Board recommended to shareholders that I remain as Chairman topics. The actions of the extractives sector necessarily draw while the senior management succession is concluded and for intense scrutiny from stakeholders and third parties. Companies the ongoing investigations. We have consulted with a number such as ours must work hard to meet society’s reasonable of our leading shareholders regarding this issue and they support expectations as to our activities and impacts. a second and final extension to my term as a Chairman which the Board will recommend to shareholders. I will step down at the A major challenge for the investment community is the latest by next year’s AGM. A search for my successor is underway. current alphabet soup of differing reporting requirements and the varying expectations of stakeholders on ESG matters. The Board continued to focus during 2020 on a range of ESG We are actively contributing to this debate and look forward issues including: to progress on a consensus for the requirements for a single Firstly, as I commented on page 1, the various investigations reporting framework. continue and we remain focussed on having the appropriate As the CEO and I have emphasised at the beginning of this governance and oversight over our response through our report, Glencore has an important and critical role in helping the Investigations Committee. world achieve the goals of the Paris Agreement. Decarbonising Secondly, since his appointment as General Counsel five years ago, the global energy system requires a significant increase in the Shaun Teichner has worked tirelessly to improve our compliance supply of the metals needed to electrify energy usage. function across the Group so that it can be considered world class The challenges in the resources sector require strong leadership and support a strong ethical culture across the Group. Having and the Board has worked with Ivan over the past two and a half made great strides in this area, last year we reached the point years to oversee a seamless transition to the next generation of where it was important to have a leader of this function whose leaders across Glencore’s business. We are confident that Gary sole responsibilities are for compliance. The Company therefore Nagle, as our next CEO, has the right skill set and qualities to last year appointed a separate Head of Compliance, Daniel Silver. lead the Glencore of the future. We have now announced the At every set of Board and Committee meetings, we carefully completion of our management succession plan which by review the progress of our ethics and compliance programme June this year will have seen all of the senior departmental and in another session, oversee our Raising Concerns programme management team in place at the time of the Company’s IPO and its related investigations. The Board also separately receives replaced by internal successors. training on material compliance issues. We have also expanded our reporting on compliance and I would encourage stakeholders A significant succession process is also being undertaken within to consider this carefully – see pages 38 to 43. the Board. At the end of last year Leonard Fischer retired, whom I thank again for his significant contribution to the Board across Thirdly, Peter Freyberg, as Head of Industrial Assets, continues nine years, in particular as chair of the Audit Committee and to provide energetic leadership on HSEC matters, strongly through his insights on financial risk management. In the last supported by our HSEC-Human Rights team. I also encourage 12 months we have been joined by Kalidas Madhavpeddi and careful reading of our work in this area, including the summaries Cynthia Carroll. We are extremely pleased to have secured such in our Sustainability section – page 32 – and HSEC Committee strong industry experts. We recognise the importance of avoiding report – page 96. With regard to health and safety, while certain of groupthink and maintaining strong independence and variety of our operations have particular HSEC challenges, we believe these thought in the boardroom, but this must not be at the expense are surmountable and are targeting continued improvement, not of considerable industry knowledge and our Board continues to only to the crucial and humbling fatality number, but also across reflect this. As we evolve the membership of our Board, we will all sustainability measures for those businesses. Management’s continue to look to ensure that we have an appropriate mix of work on simplifying our business through the planned disposal skills, experience and background. of certain of our ‘tail’ assets will also assist with this. 86 Glencore Annual Report 2020 Strategic report Governance Financial statements Additional information 2020 has seen a marked acceleration in the focus on Environmental, Social and Governance issues, and increasing expectations for transparent and consistent reporting on these topics. Fourthly, our new strategy which we announced in December is set out in our Climate report 2020: pathway to net zero. This is the culmination of a lengthy process of detailed analysis and collaboration by our climate working group which As the CEO and I have comprises a number of senior people across our businesses and corporate functions. emphasised at the beginning Lastly, management broadened the scope of its former Business of this report, Glencore has an Ethics Committee, which is now the Environmental, Social and important and critical role in Governance committee, allowing it to focus on key ESG matters for the Group. This management committee reports directly to helping the world achieve the the Board and its Committees, as appropriate. We also initiated goals of the Paris Agreement. a review of our entire policy architecture and framework and will be releasing later this year a complete suite of revised policies, which have been reviewed and approved by the Board, reflecting our commitments to operate responsibly and ethically. We trust that this annual report provides a considered yet concise overview of our business and its governance. Tony Hayward Chairman 10 March 2021 Glencore Annual Report 2020 87 DIRECTORS AND OFFICERS Directors EXPERIENCE EXPERIENCE Dr Hayward is managing partner Initially worked in Glencore’s coal of St James’s Asset Management, department in South Africa as a partner and member of the a marketer. Following time in European advisory Board of AEA Australian and Asian offices, in 1990 Capital and has other private he was made head of Glencore’s coal equity interests. marketing and industrial businesses, He was CEO of BP plc from 2007–10, and remained in this role until he having joined BP in 1982. He became became Group CEO in January 2002. group treasurer in 2000, chief Mr Glasenberg is a Chartered executive for BP upstream activities Accountant of South Africa, holds a Anthony Hayward and a member of the main board of Ivan Glasenberg Bachelor of Accountancy from the BP in 2003. University of Witwatersrand and an Chairman (63) From 2011–15 he was founder and Chief Executive Officer MBA from the University of Southern California. E H I CEO of Genel Energy plc and (64) chairman from 2015–17. H Chairman since May 2013; he Dr Hayward studied geology at Aston joined the Board in 2011 as the University in Birmingham and Joined Glencore in April 1984; Senior Independent Director. completed a Ph.D at Edinburgh Chief Executive Officer since Chair of Nomination Committee University. He is a fellow of the Royal January 2002. during 2019. Society of Edinburgh. EXPERIENCE EXPERIENCE Mr Gilbert is chairman of Revolut Mr Coates worked in senior positions Limited and deputy chairman of River in a range of resource companies and Mercantile Group PLC (LON:RIV). before joining Glencore’s coal unit as a Mr Gilbert co-founded Aberdeen Asset senior executive in 1994. When Management in 1983, leading the Glencore sold its Australian and company for 34 years and overseeing South African coal assets to Xstrata its 2017 merger with Standard Life.