Wrap Text
AngloAmerican appoints Mark Cutifani as new Chief Executive
Anglo American plc (“the Company”)
Incorporated in the United Kingdom (Registration number:
3564138)
Short name:Anglo
Share code: AGL
ISIN number: GB00B1XZS820
8 January 2013
Anglo American appoints Mark Cutifani as Chief Executive
Anglo American plc (“Anglo American”) announces the appointment of Mark Cutifani as Chief
Executive, with effect from 3 April 2013.
Mark Cutifani has been Chief Executive Officer of AngloGold Ashanti Limited, the South Africa-
based gold producer, since 2007 and has led the successful restructuring and development of
its business, which includes operations in ten countries on four continents.
Prior to his current role, Mr Cutifani was the Chief Operating Officer of CVRD Inco, the
Canadian nickel company. He started his career in the coal and gold mining industries in
Australia and has experience across a wide range of commodities. He has a degree in Mining
Engineering and is the current President of the South African Chamber of Mines.
Commenting on Mr Cutifani’s appointment, Anglo American’s Chairman, Sir John Parker, said:
“Mark Cutifani is an experienced listed company chief executive with a focus on creating value.
He is a seasoned miner, with broad experience of mining operations and projects across a wide
range of commodities and geographies, including South Africa and the Americas. Mark is a
highly respected leader in the global mining industry, with values strongly aligned to those of
Anglo American. We look forward to welcoming him as our Chief Executive.”
Mark Cutifani said of his appointment: “Anglo American has some of the highest quality mining
operations and projects amongst its diversified peer group, bound together within a company
with a deep sense of responsibility. I am delighted to have the opportunity to lead Anglo
American at this important stage in its journey, to unlock the company’s very considerable
value potential.”
Anglo American’s current Chief Executive, Cynthia Carroll, will step down from the Board at the
Company’s Annual General Meeting in April 2013 and will leave Anglo American at the end of
that month.
Paying tribute to Cynthia’s leadership, Sir John said: “Cynthia Carroll is an inspirational leader
who has had a transformational impact on Anglo American. Among many other things, her
legacy will include a step change improvement in safety, sustainability and the quality of our
engagement with stakeholders. She will be leaving Anglo American with our thanks for
everything she has achieved and with our best wishes for the future.”
Remuneration arrangements – Mark Cutifani
Mark Cutifani’s remuneration package will comprise a basic salary and variable incentive
arrangements which are entirely in line with Anglo American’s current remuneration policy and
practice.
Anglo American plc
20 Carlton House Terrace London SW1Y 5AN United Kingdom
Tel: +44 (0)20 7968 8888 Fax: +44 (0)20 7968 8500
Registered office as above. Incorporated in England and Wales under the Companies Act 1985. Registered Number 3564138
The key elements of the package are as follows:
• Basic salary - £1,200,000 per annum.
• Bonus Share Plan (BSP) - Mr Cutifani will have the opportunity to participate in Anglo
American’s annual incentive arrangements (the BSP) for 2013.
Cash element – Maximum award: 87.5% of basic salary.
Share element – Maximum award: 87.5% of basic salary, with a holding period of three years.
(Shares are awarded with a value equal to the cash element achieved).
Enhancement Shares – Maximum award: 75% of Bonus Shares (65.6% of basic salary).
Awards vest subject to real EPS growth targets over a three year performance period.
• Long Term Incentive Plan (LTIP) – Mr Cutifani will be eligible for an annual award
under the Long-Term Incentive Plan of 350% of basic salary. Awards are granted at the
discretion of the Remuneration Committee and vest after three years, to the extent that
stretching performance conditions have been satisfied.
• Compensation for incentives forfeited – Mr Cutifani will receive an award of
restricted shares to compensate him for the loss of incentives from his previous
employer.
In order to enhance alignment with the interests of Anglo American shareholders, the
Remuneration Committee has taken the decision to utilise Anglo American shares, rather than
cash, as the medium for compensation. In addition the Committee has decided that, so far as
possible, the compensatory awards should be on a comparable basis to the foregone awards.
As such, the Company commissioned a third-party valuation to determine the extent to which
the performance conditions were, at the date of assessment, likely to be achieved.
The restricted shares will vest over the next three years, in line with the vesting schedule of the
incentives foregone. They will be subject to clawback in the event of Mr Cutifani leaving the
Company (except as a Good Leaver) or in the circumstances in which the Company’s standard
clawback provisions are triggered.
Based on the current AngloGold Ashanti (AGA) share price and current exchange rates, the
total value of the compensatory award is c. £2.38m; this figure will be updated at the time of Mr
Cutifani’s joining Anglo American, based on the average share price and exchange rates over
the week prior to that event.
In addition, Mr Cutifani will receive an award of Anglo American restricted shares in lieu of
shares foregone under the AGA 2013 Bonus Share Plan award (which is based on
performance during 2012). These shares will be deferred for three years in the normal way and
will be subject to the normal leaver conditions.
• Shareholding requirements - Mr Cutifani will be required to accumulate a
shareholding in Anglo American to the value of two times’ basic salary within five years
of his appointment.
• Pension - Anglo American will make an annual contribution of 30% of basic salary in
respect of Mr Cutifani’s pension provision which may be invested into the Company’s
pension arrangements or taken as a cash allowance.
• Notice Period - The notice period in Mr Cutifani’s service contract will be 12 months for
either party save that, should the Company serve notice before the first anniversary of
his appointment, it will be 18 months.
The remuneration arrangements described above will be set out in the 2012 Directors’
Remuneration Report.
The Remuneration Committee will finalise and disclose Cynthia Carroll’s leaving arrangements
in due course.
For further information, please contact:
Media Investors
UK UK
Emily Blyth Caroline Crampton
Tel: +44 (0)20 7968 8481 Tel: +44 (0)20 7968 2192
Sarah McNally
Tel: +44 (0)20 7968 8747
South Africa
Pranill Ramchander
Tel: +27 (0)11 638 2592
Notes to editors:
Anglo American
Anglo American is one of the world’s largest mining companies, is headquartered in the UK and
listed on the London and Johannesburg stock exchanges. Anglo American’s portfolio of mining
businesses spans bulk commodities – iron ore and manganese, metallurgical coal and thermal
coal; base metals – copper and nickel; and precious metals and minerals – in which it is a
global leader in both platinum and diamonds. Anglo American is committed to the highest
standards of safety and responsibility across all its businesses and geographies and to making
a sustainable difference in the development of the communities around its operations. The
company’s mining operations, extensive pipeline of growth projects and exploration activities
span southern Africa, South America, Australia, North America, Asia and Europe.
www.angloamerican.com
Mark Cutifani
Mark Cutifani was appointed Chief Executive Officer of AngloGold Ashanti on 1 October 2007.
He is a Board member and Chairman of the Executive Committee and a member of a number
of its operating and strategic committees. His career in the mining industry spans 35 years.
Prior to joining AngloGold Ashanti, Mark held the position of Chief Operating Officer at Vale
Inco, a Toronto based company, where he was responsible for Vale’s global nickel business.
Before Vale’s takeover of Inco, Mark was Inco’s Chief Operating Officer.
Previously, Mark held senior executive positions with the Normandy Group, Sons of Gwalia,
Western Mining Corporation, Kalgoorlie Consolidated Gold Mines and CRA (Rio Tinto). Mark is
a mining engineer and has several published papers and presentations. Since embarking on
his mining career in 1976 Mark has had direct involvement in mining operations, business
development and corporate roles across six continents, more than 25 countries and covering
20 commodities.
Mark is currently a member of the following institutions:
• Fundação Dom Cabral (FDC) Brasil University – Member of International Advisory
Council
• Kellogg Innovation Network (US) – International Advisory Committee
• University of Cape Town Graduate School of Business (UCT-GSB) – Member of
Advisory Board
• University of Pretoria – Member of Mining Advisory Committee
• Colombia University - Center on Sustainable International Investment – Member of
Advisory Board
• Business Leadership of South Africa (BLSA) – Executive Council Member
• SA Chamber of Mines – President
• India-Brazil-South Africa (IBSA) Business Council Steering Committee - Member
• International Council on Mining and Metals (ICMM) – Executive Committee Member
and Treasurer
• World Gold Council – Member of the Board
• World Economic Forum – Member of Mining & Metals Steering Board and Governor,
Mining and Metals Industry Programme
• Australia Institution of Mining and Metallurgy (AusIMM) – Fellow
Sponsor: UBS South Africa (Pty) Ltd
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