Anglo American
Annual Report 2016

Plain-text annual report

ANNUAL REPORT 2016 A N G L O A M E R I C A N P L C A N N U A L R E P O R T 2 0 1 6 DELIVERING CHANGE BUILDING RESILIENCE FOUNDATIONS FOR THE FUTURE INTRODUCTION DELIVERING CHANGE BUILDING RESILIENCE FOUNDATIONS FOR THE FUTURE In 2016, Anglo American articulated its objective of creating a more resilient business, by materially strengthening its balance sheet through sustainably improving cash flows and focusing its portfolio around its highest quality assets. Delivering that objective – through cost and productivity improvements, disciplined capital allocation and applying strict value thresholds to those assets that we chose to divest, and others that we considered divesting – has significantly strengthened Anglo American’s financial position. Upon the completion of other agreed asset sale transactions during 2017, in addition to continued material operational progress, Anglo American will be well advanced towards embedding the financial, operational and commercial resilience that will ensure the sustainable creation of value for all our stakeholders – building the foundations for the future. ANNUAL REPORT 2016 1 2 3 DELIVERING CHANGE BUILDING RESILIENCE FOUNDATIONS FOR THE FUTURE 4 4. Debmarine Namibia’s new diamond-sampling vessel, the SS Nujoma, is scheduled to commence operations off the Namibian coast during 2017. Featured is the vessel soon after its launch in January 2016. Cover images 1. In South Africa, control room operators Priscilla Tsheole (left) and Maggy Botsanara monitor the stability of operations at the North Concentrator at Mogalakwena, Anglo American’s flagship platinum mine. 2. Process plant superintendent Terry Pinske walks up the ramp alongside the conveyor carrying diamond-bearing ore into the recently commissioned Gahcho Kué process plant, based in northern Canada. 3. Concentrate the Mine™ is an integrated mining systems approach pioneered by Anglo American. It integrates three enabling technologies: mine-to-mill; coarse particle recovery; and the separation of ore from waste rock. Featured are maintenance foreman Pedro Andrade (left) and supplies senior administrator, Pilar Méndez at the particle recovery plant at Los Bronces copper mine in Chile. Other sources of information You can find this report and additional information about Anglo American on our corporate website. Although we have chosen not to produce an ‘integrated report’, we have included a comprehensive overview of our non-financial performance in this report. More detailed information on our sustainability performance is provided in our Sustainability Report. This can be found on our corporate website. For more information, visit www.angloamerican.com/investors/annual-reporting Throughout the Strategic Report we use a range of financial and non-financial measures to assess our performance. A number of the financial measures, including underlying earnings, underlying EBIT, underlying EBITDA, underlying earnings per share, net debt, attributable return on capital employed (ROCE) and attributable free cash flow are not defined under IFRS, so they are termed ‘Alternative Performance Measures’ (APMs). Management uses these measures to monitor the Group’s financial performance alongside IFRS measures because they help illustrate the underlying financial performance and position of the Group. We have defined and explained the purpose of each of these measures on pages 188 to 190, where we provide more detail, including reconciliations to the closest equivalent measure under IFRS. These APMs should be considered in addition to, and not as a substitute for, or as superior to, measures of financial performance, financial position or cash flows reported in accordance with IFRS. APMs are not uniformly defined by all companies, including those in the Group’s industry. Accordingly, APMs may not be comparable with similarly titled measures and disclosures by other companies. ‘Tonnes’ are metric tons, ‘Mt’ denotes million tonnes, ‘kt’ denotes thousand tonnes and ‘koz’ denotes thousand ounces; ‘$’ and ‘dollars’ denote US dollars and ‘cents’ denotes US cents. SUSTAINABILITY REPORT 2016DELIVERING CHANGE BUILDING RESILIENCE WORKING IN PARTNERSHIPPERFORMANCE HIGHLIGHTS CONTENTS GROUP PERFORMANCE UNDERLYING EBITDA◊ OPERATING PROFIT/(LOSS) $6.1 bn $1.7 bn 2016 2015 $6.1 bn 2016 $1.7 bn $4.9 bn $(4.1) bn 2015 UNDERLYING EARNINGS PER SHARE◊ PROFIT/(LOSS) ATTRIBUTABLE TO EQUITY SHAREHOLDERS $1.72 $1.6 bn 2016 2015 $0.64 $(5.6) bn 2015 $1.72 2016 $1.6 bn ATTRIBUTABLE FREE CASH FLOW◊ $2.6 bn EARNINGS PER SHARE $1.24 2016 $2.6 bn 2016 $1.24 $(1.0) bn 2015 $(4.36) 2015 NET DEBT◊ $8.5 bn 2016 2015 $8.5 bn TOTAL DIVIDENDS PAID PER SHARE $0 2016 $0 $12.9 bn 2015 $0.32 GROUP ATTRIBUTABLE ROCE◊ NUMBER OF FATALITIES 11% 2016 2015 5% TOTAL RECORDABLE CASE FREQUENCY RATE (TRCFR) 0.71 2016 2015 11 11% 2016 2015 11 6 GHG EMISSIONS 17.8 Mt CO2 equivalent 0.71 2016 2015 0.93 17.8 Mt 18.3 Mt Strategic imperative: Drive consistent delivery Strategic imperative: Develop core business processes Strategic imperative: Deliver a high performance culture Strategic report 02 At a glance 04 Chairman’s statement 06 Marketplace review 09 Our business model 12 Chief Executive’s statement 16 Strategic imperative: Focus the portfolio 20 24 30 34 Key performance indicators 36 Group financial review 40 Managing risk effectively 46 De Beers 49 Platinum 52 Copper 54 Nickel, Niobium and Phosphates 57 Iron Ore and Manganese 61 Coal 64 Corporate and other Governance 65 Chairman’s introduction 66 Directors 69 Executive management The Board in 2016 71 78 Sustainability Committee 79 Nomination Committee 80 Audit Committee 82 Audit Committee report 84 Directors’ remuneration report 88 Remuneration Committee 89 Directors’ remuneration policy 98 Annual report on remuneration 110 Statement of directors’ responsibilities 110 Responsibility statement Independent auditor’s report Financial statements 112 116 Primary statements 120 Notes to the financial statements 175 178 Summary by business operation 179 Key financial data 180 Exchange rates and commodity prices Financial statements of the parent company Ore Reserves and Mineral Resources 182 Estimated Ore Reserves 184 Estimated Mineral Resources Other information 186 Glossary of terms 188 Alternative Performance Measures 191 Production statistics 194 Quarterly production statistics 195 Non-financial data 196 The business – an overview 198 Directors’ report 201 Shareholder information 202 Other Anglo American publications ENERGY CONSUMPTION TOTAL NEW WATER CONSUMED 105 Million GJ 191 Mm³ 2016 2015 105 Million GJ 106 Million GJ 2016 2015 191 Mm³ 222 Mm3 Alternative Performance Measures Words with this symbol ◊ are defined in the Alternative Performance Measures section of the Annual Report on pages 188-190. 01 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT AT A GLANCE OUR BUSINESS AT A GLANCE 2 CANADA Anglo American is a globally diversified business. Our portfolio of world class competitive mining operations and undeveloped resources provides the raw materials to meet the growing consumer and other demands of the world’s developed and maturing economies. 1 COLOMBIA PERU 3 CHILE BRAZIL 3 Mining assets DIAMONDS PGMs DE BEERS PLATINUM COPPER COPPER BULK COMMODITIES AND OTHER MINERALS NICKEL NIOBIUM AND PHOSPHATES $1,406 million Underlying EBITDA◊ 23% Group EBITDA◊ 11% ROCE◊ 8 Mining assets(1) 27.3 Mcts Production (100% basis)(2) Botswana South Africa Namibia Canada Asset locations $532 million Underlying EBITDA◊ $903 million Underlying EBITDA◊ $57 million Underlying EBITDA◊ $118 million Underlying EBITDA◊ 9% Group EBITDA◊ 4% ROCE◊ 9 Mining assets(1) 2,382 koz Production platinum South Africa Zimbabwe Asset locations 1% Group EBITDA◊ (1)% ROCE◊ 2 Mining assets(1) 44.5 kt Production Brazil Asset locations 15% Group EBITDA◊ 6% ROCE◊ 3 Mining assets(1) 577.1 kt Production (attributable) Chile Asset locations Finland (Sakatti) Peru (Quellaveco) Projects 2% Group EBITDA◊ 19% ROCE◊ The sale of the niobium and phosphates business was completed on 30 September 2016. 4.7 kt Production niobium 864.3 kt Production phosphates fertiliser Brazil Asset locations For more information See page 46 For more information See page 49 For more information See page 52 For more information See page 54 For more information See page 54 (1) Number of operating mining assets as at 31 December 2016. Reflects the niobium and phosphates business, Rustenburg, Foxleigh, and Callide disposals. De Beers’ mining assets include Orapa, Letlhakane and Damtshaa which are managed as one operation, the ‘Orapa regime’. Damtshaa was placed onto temporary care and maintenance in January 2016. Namdeb includes Elizabeth Bay, Midwater, Mining Area 1 and Orange River operations. (2) With the exception of Gahcho Kué, which is on an attributable 51% basis. 02 Anglo American plc Annual Report 2016FINLAND UNITED KINGDOM BOTSWANA ZIMBABWE 2 NAMIBIA 1 23 2 SOUTH AFRICA SINGAPORE 5 AUSTRALIA BULK COMMODITIES AND OTHER MINERALS CORPORATE AND OTHER IRON ORE AND MANGANESE COAL $1,536 million Underlying EBITDA◊ $1,646 million Underlying EBITDA◊ $(123) million Underlying EBITDA◊ 25% Group EBITDA◊ 12% ROCE◊ 4 Mining assets(1) (3) 57.6 Mt Production iron ore 3.1 Mt Production manganese ore 137.8 kt Production manganese alloys South Africa Brazil Asset locations 27% Group EBITDA◊ 29% ROCE◊ 16 Mining assets(1) 20.9 Mt Production metallurgical – export 32.5 Mt Production thermal – export South Africa Colombia Australia Asset locations (2)% Group EBITDA◊ United Kingdom (Headquarters and Marketing), Australia, Brazil, Chile, Singapore (Marketing hub), South Africa Corporate office locations For more information See page 57 For more information See page 61 For more information See page 64 BRAZIL(1) Iron Ore and Manganese Nickel Employees(4) CHILE(1) Copper Employees(4) 1 mine 2 mines 5,000 3 mines 4,000 OTHER SOUTH AMERICA(1) Coal Employees(4) 1 mine 200 CANADA(1) De Beers Employees(4) 2 mines 1,000 SOUTH AFRICA(1) 2 mines De Beers Platinum 8 mines Iron Ore and Manganese(3) 3 mines 10 mines Coal Employees(4) 61,000 OTHER AFRICA(1) De Beers Platinum Employees(4) AUSTRALIA/ASIA(1) Coal Employees(4) 4 mines 1 mine 4,000 5 mines 3,000 (3) The Group’s 40% share in Samancor, classified as located in South Africa, is considered to be one asset within the portfolio. (4) Average number of employees, excluding contractors and associates’ and joint ventures’ employees, and including a proportionate share of employees within joint operations. 03 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT CHAIRMAN’S STATEMENT RESPONSIVE THROUGH THE DOWNTURN, AND IN SHAPE FOR THE FUTURE Sir John Parker During a year of continued slow global economic recovery and low commodity prices on average, Anglo American executed significant cost and productivity improvements, and in the second half benefited from sharply increasing prices for several of its products. This combination enabled a remarkable sector-leading recovery for Anglo American. FINANCIAL AND OPERATING PERFORMANCE Since the start of the mining commodities crisis some three years ago, Anglo American has reduced its number of operating assets by 26. Crucially though, we were determined not to sell assets below their inherent value – not even during the dark days of late 2015 and early 2016, after the slump in mining stocks had accelerated, abetted by the aggressive ‘shorting’ actions of certain hedge funds, which at one stage accounted for about 20% of our share register. Accordingly, in the first six months of the year, the only major asset we agreed to sell was our niobium and phosphates business in Brazil, for which we received $1.5 billion – well above market expectations. Later in the second half, however, market sentiment improved on the back of substantially strengthening prices for iron ore and both metallurgical and thermal coal. We also disposed of a number of minor assets as we continued to tidy up our portfolio so that total proceeds for disposals amounted to $1.8 billion(1) for the year. We delivered a profit for the financial year attributable to equity shareholders of $1.6 billion and underlying EBITDA of $6.1 billion. At the same time, continued capital discipline resulted in capital expenditure(2) declining from $4.0 billion to $2.5 billion, while no new major projects were approved. The performance was bolstered by an across-the-business improvement in productivity of 18% as we progressively rolled out our Operating Model and sold a number of less productive assets, with copper equivalent unit costs declining by 9% in dollar terms. Net debt was reduced by $4.4 billion, from $12.9 billion to $8.5 billion, considerably below our year-end target of $10 billion, with net debt to EBITDA of 1.4 times. We continue to plan for somewhat lower debt levels, given the continued volatility in the mining industry. (1) Proceeds from disposals of $1.8 billion were received in 2016. Total nominal cash inflows are expected to reach $2.0 billion over time, subject to prices. (2) Excluding capitalised operating cash flows. 04 Although we maintained a high level of liquidity, with cash and undrawn facilities of around $16 billion, the imperative to restore the balance sheet meant, regrettably, that dividends remained suspended. With the company now in a much healthier state than a year ago, however, and prospects for prices a little more positive, the Board is targeting reinstatement of the dividend for the end of 2017 (payable in 2018). When the dividend resumes, we will move to a payout ratio-based policy, the details of which we will define at that time. ASSET FOCUS AND OPTIONALITY In February 2016, when, as it turned out, prices for mining products were around their lowest point in the current commodities downturn, we announced that we would be concentrating our capital on our portfolio of diamond, platinum group metals (PGMs) and copper interests, and that we intended to explore the sale of many of our coal and iron ore assets. As the benefits of our own cost and productivity improvements started to come through, and as we successfully divested a number of coal and platinum assets, in addition to the niobium and phosphates business, with prices also firming for a majority of our products during the second half – all of those factors served to accelerate the repair of our financial position. The pressures on us to divest further major assets have therefore diminished considerably. Although we still believe that the top-tier asset positions we hold in De Beers, PGMs and Copper form the bedrock of a financially stronger and more competitive Anglo American, we continue to benefit from the much improved operational performance of a number of other high quality iron ore, coal and nickel assets. As a result, we now have a much greater degree of optionality with regard to asset retentions, and to our geographic balance. SAFETY AND HEALTH Throughout Anglo American, safety is our paramount consideration. In 2016, we experienced a better total recordable injuries performance, with a 24% reduction in recordable injury rates compared with 2015. It is distressing, however, to record a steep rise in fatal injuries, with 11 lives lost at the Group’s operations, including seven in deep mines, of which four were in mines we have subsequently sold. This was clearly against the trend of recent years, and all the more surprising given the heightened focus on safety throughout the Group, including an increasing emphasis on critical controls and more thoroughgoing safety initiatives such as our Global Safety Day campaign. Any loss of life in the workplace is a tragic event – and is quite unacceptable – and a deeply saddening aspect is that several of the fatal incidents were eminently preventable, arising, as they did, from front-line operational practice not being aligned with our stringent safety policies. We must reverse this performance, and the Board, and particularly its Sustainability Committee under the chairmanship of Jack Thompson, an experienced miner, has been engaging closely with chief executive Mark Cutifani and his management team to address this challenge. Anglo American plc Annual Report 2016Our Sustainability Committee is heavily involved in searching inquiry into all major accidents and fatal incidents, and in assessing operational risks across the business. This includes significant attention to all our 90 tailings storage facilities. Although we have confidence in the integrity of the dams, and our tailings dam monitoring exceeds legal-compliance requirements, we have nonetheless increased our degree of surveillance, inspection monitoring and risk assurance. I am pleased that a landmark step has been taken on resolving the silicosis issue in South Africa. In March 2016, Anglo American South Africa and AngloGold Ashanti concluded an agreement which resolves fully and finally 4,400 stand-alone silicosis claims. We believe that the agreement to settle this litigation is in the best interests of the plaintiffs, their families, our company and its wider stakeholders. CLIMATE CHANGE We continue to work in partnership and consultation with all of our stakeholders, including our shareholders, to help address the causes and impacts of climate change. As part of this outreach, we have been consulting with the ‘Aiming for A’ coalition, which was established in 2012 by a group of investors, including some of our largest shareholders, to enhance extractive companies’ reporting commitment to address climate change, including how they manage its impacts on their business. OUR CULTURE AND VALUES At Anglo American, each one of us, in our daily lives, makes a contribution as we seek to earn the trust that gives us our licence to operate. Trust is integral to our deep-seated reputation for doing the right thing, including acting with integrity and displaying care and respect for the rights and livelihoods of our colleagues, communities and the natural environments in which we work. To assist us in this, we have recently revised, and are continuing to roll out to all employees in the Group, our Code of Conduct – an initiative in which the Board was directly involved. Intended to be a single point of reference, the Code makes very clear what standards of behaviour the company expects. It has at its core our shared values which describe what we should be doing to protect Anglo American’s good name, and to make a positive difference. GOVERNANCE The role of the board in leading an organisation, and in leading by example, is especially important in times of corporate stress and difficulty. As I mention in my Statement on page 65 of this Report, the non-executive directors worked closely with management through the deepening commodity crisis in the latter months of 2015 and early 2016 to help steer the company through this period. Executive remuneration As you know, at the AGM held in April 2016, we received a substantially lower percentage of support from shareholders than that achieved in previous years. Although there is no perfect remuneration system, the Board believes that at Anglo American there is a relatively good correlation between profitability and levels of variable remuneration, and that our remuneration system is fair, performance-based and peer-comparable. Following further consultation with shareholders, we will be presenting a revised remuneration policy at the forthcoming AGM, which we hope you will support, and which you can read on pages 84 to 109 in this Annual Report. Board composition During the year, sadly, we saw the departure of non- executives Ray O’Rourke and Judy Dlamini. Ray joined the Board in 2009 and stepped down to concentrate on his business commitments as chairman and chief executive of Laing O’Rourke. His wise counsel and experience of complex projects, safety and innovation were of great value to us. Judy joined us in January 2014 and left to devote more time to her business commitments as chair of Mbekani Group in South Africa; her contributions to the Board and its Committees, drawing on her experiences across a range of geographies and sectors, including mining, were greatly appreciated by her colleagues. We are now nearing the end of the process to recruit replacement non-executive directors with similar skills and experience, and will announce one or more appointments in the near future. After an exhaustive international search, we appointed Stephen Pearce as our new finance director following René Médori’s decision to retire. René has rendered great professional service to the Group for 12 years, for which we thank him, and we wish him all success in the future. Stephen, who comes to us from Fortescue Metals Group in Australia, joined us at the end of January and will succeed René at the conclusion of the AGM in April. René will remain with us until the end of the year to provide continuity in the transition and focus on specific projects. Chairman succession In February 2017, I informed the Nomination Committee that I believed the time was right for the Board to seek a successor. I will have served some eight years and have seen Anglo American emerge in a strong position following the mining commodities crisis. I am honoured to have served as chairman of such a great company and I will leave behind not only a highly competent Board but a world class management team. MY THANKS I am grateful to my fellow directors for their wise counsel and support during a most challenging few years, and I particularly wish to acknowledge the substantial additional time and effort they spent on building the company’s resilience in the face of the crisis in the mining industry. On behalf of the Board, I also wish to thank Mark Cutifani and his executive team, who are delivering value in so many ways. I also would like to express my gratitude in this, our centenary year, to everyone who is working for Anglo American during this turbulent period, which has meant considerable restructuring in our business. OUR STRATEGIC REPORT Our 2016 strategic report, from pages 2 to 64, was reviewed and approved by the Board on 20 February 2017. Sir John Parker Chairman 05 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT MARKETPLACE REVIEW MARKETPLACE REVIEW UNCERTAINTY BECOMES THE WATCHWORD For the fourth year in a row, the world economy in 2016 continued to languish, with the IMF progressively lowering its growth forecasts for the year, and also for 2017. Global GDP growth was 3.1% for 2016, according to the latest estimates from the IMF, considerably lower than its original forecast. China, however, surprised on the upside, with fiscal stimulus there appearing to have bought the country time for a more controlled economic rebalancing towards consumption. The US, too, continued to sustain its slow recovery; though elsewhere, the story was generally one of only lacklustre growth. Some sectors of the mining commodities market, however, notably both metallurgical and thermal coal, experienced spectacular changes in fortune, helping to lift mining companies off their extreme lows experienced early in the year – albeit in a price and demand environment that continues to be characterised by considerable volatility. CHINA’S SLOWDOWN While concerns continue to be raised around China and its debt-fuelled economy, the country is still in the process of slowing down, with growth declining to 6.6% against 6.9% in 2015, though this growth rate remains stronger than was expected. This reflects the ongoing moves by the authorities to rebalance the economy away from investment towards consumption, including a housing stimulus that managed to shore up the housing sector and its associated commodity demand. However, despite China appearing to be prepared to manage the economy down gradually, there remain concerns around whether the country has reached the end of the investment boom, with a diminishing potential for ‘catch-up’ growth, a shrinking workforce and a significant debt overhang in the corporate sector. The Indian economy under Narendra Modi was expected to perform well at an annualised 7.6% GDP growth for 2016, until money supply issues were encountered as a result of the withdrawing of old-currency banknotes in November. While near term impacts have been severe, the move is still seen as directionally positive, opening the potential for enhanced contributions to the fiscus and sustained future growth. World Euro area China India Korea Japan United States Source: IMF % 4.85 3.56 3.08 1.72 1.63 1.66 9.48 6.30 6.58 8.14 7.45 7.61 3.98 3.15 2.72 1.34 1.00 0.51 3.39 2.83 1.57 2011 2015 2016 2011 2015 2016 2011 2015 2016 2011 2015 2016 2011 2015 2016 2011 2015 2016 2011 2015 2016 POLITICAL UNCERTAINTY The advanced economies also recorded low levels of growth, moving up by only 1.6% year-on-year, with the US recording a figure of 1.6% and Japan and South Korea 0.5% and 2.7%, respectively. In spite of the UK voting to leave the EU, the country grew at an estimated 1.8%, compared with the Eurozone (1.7%), and Germany (1.7%), France (1.3%) and Italy (0.8%). With the US Federal Reserve increasing interest rates in December 2016, despite US growth being lower than the average over the past 15 years, there seems to be greater acceptance of the ‘new normal’ of lower global economic growth. What this means for global trade and demand for commodities remains uncertain, with a high likelihood of volatility as globalisation takes a new, more populist turn. For mining commodities, however, with millions of people joining the ranks of the middle classes, the expectation is for commodity demand growth to be focused in the higher-end, fast-growing consumer sectors of the global economy. 06 Anglo American plc Annual Report 2016 Indexed 2016 prices . 0 1 = 6 1 0 2 y r a u n a J 1 , x e d n I e c i r P 3.0 2.6 2.2 1.8 1.4 1.0 Jan 2016 Iron ore (Platts 62% CFR China) Metallurgical coal Thermal coal Source: Anglo American Commodity Research Copper Nickel Platinum Diamonds Anglo American basket price Dec 2016 Metallurgical coal Iron ore Thermal coal Anglo American Copper Nickel Platinum Diamonds 141% 76% 47% 27% 16% 16% 9% (5)% The net effect of maintained production and demand, with a marginally higher supply from recycling, led to a reduced deficit in 2016 in comparison with both the previous year and earlier forecasts. Palladium mine supply was broadly in line with 2015, with outflows from Exchange Traded Funds (ETFs) slowing and recycling flows growing slightly. This was not sufficient, however, to offset growing demand from the automotive sector; consequently, there was a greater deficit than in 2015, contributing to a rally in the price of the metal as the year progressed. In the near future, platinum markets are expected to remain balanced, with limited potential for demand growth or upside for mine output from South Africa or elsewhere. Palladium is expected to remain in deficit for the foreseeable future as gasoline engine automotive demand continues its upward trend, with limited opportunity for an increase in primary production. Gross platinum demand by geography (2016) koz Europe China Japan North America Rest of World Total Source: Johnson Matthey % 29 25 16 13 17 2,426 2,138 1,354 1,115 1,402 8,435 POLICY CHANGES MAKING AN IMPACT While there has been significant economic uncertainty in the wake of global developments, gloomy global growth expectations for 2016 have, at least, been deferred. The resilience of the Chinese economy, and particularly its housing sector, resulted in higher than expected demand for steelmaking materials, boosting bulk commodity prices in the year. Coal prices saw an additional benefit as China reduced its domestic coal output in response to new state energy and environmental policies. In other metals and in diamonds, there was limited price recovery, with supply generally higher than anticipated for most of the year, and lacklustre demand outside of China. Diamonds Sustained diamond jewellery demand growth in the US and marginally positive growth for the full year in China (in local currency, though declining slightly in US dollar terms) contrasted with weakening demand in the other main diamond markets. In India, a month-long jewellers’ strike in March and the government’s surprise demonetisation programme had a considerable negative impact on demand. For the full year, global consumer demand, in US dollars, is estimated to be in line with 2015. Additional marketing in the US, China, India and Japan in the final quarter of the year, the main selling season, had a positive impact. Looking ahead, some significant downside risks remain owing to foreign exchange volatility and macro-economic and geopolitical factors. Precious metals Platinum supply in 2016 declined by 1.7%, following lower sales of stock from South Africa and Russia. Supply from recycling increased by around 10%, with Chinese jewellery recycling up by 53%, though supply from autocatalyst recycling continued to underperform in the low-price environment. Higher platinum offtake(1) by the autocatalyst (+2%) and industrial (+10%) sectors was largely offset by a 15% decrease in demand from the jewellery sector. Platinum jewellery demand in China remained subdued, with a third consecutive year of decline. Meanwhile, demand for platinum climbed across a range of industrial sectors, including the chemical, glass and electrical industries. Investment demand is estimated to have been broadly in line with 2015, with platinum bar and coin sales in Japan remaining robust. (1) Figures quoted are on a gross basis. 07 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT MARKETPLACE REVIEW MARKETPLACE REVIEW continued Base metals After an uninspiring 2015, global refined copper consumption growth of 2% beat market expectations, mainly as a result of stronger construction and infrastructure activity, such as power grid investment, in China. Despite robust demand, copper prices underperformed other base metals for most of the year. This was partly the result of stronger than expected ramp-up of new mine supply and fewer project-related and weather disruptions at existing operations. Copper prices only started to show sustained increases in the fourth quarter of the year, breaking above $5,650/tonne in December, compared with an average for the first nine months of around $4,725/tonne, as sentiment towards the Chinese economy improved and disruptions on the supply side reverted to more normal levels. Over the long term, supply is still expected to struggle to meet the growing demand for primary copper, given the difficulty of finding new deposits of scale, a limited project pipeline, declining grades and more challenging mining conditions. Total copper consumption estimates by end use (2016) kt % 24 11 10 24 31 Consumer and general 6,716 Transport Machinery Electrical network Construction 3,080 2,913 6,660 8,715 Total 28,084 Source: Wood Mackenzie Nickel demand was 6% higher in 2016, this strong performance being driven primarily by increases in Chinese stainless steel output from new capacity additions. Refined production fell as the low nickel prices of 2015 and early 2016 finally led to price-related cutbacks. In the Philippines, mine depletion and price- and weather-related cutbacks constrained ore exports to China, reducing nickel pig iron production there. The decline in offtake by China, however, was more than offset by the ramp-up of new pig iron production in Indonesia. Overall, the nickel market saw its first deficit in five years. Despite LME stocks remaining at high levels, and prices recovering by 16% since the start of 2016, the average price for the year was around 19% lower than for 2015. Bulk commodities After a weak 2015, global steel demand was broadly flat in 2016, supported by better than expected Chinese steel consumption. This was driven by a government-led credit stimulus which saw a recovery in housing and construction markets. In addition, Chinese light-duty vehicle production was 7% higher, supported by a temporary sales tax cut on light vehicles. As a result, global demand for both metallurgical coal and iron ore remained fairly stable. Despite such relative stability in demand, seaborne thermal and metallurgical coal prices soared in the second half owing to various supply-side drivers, the most significant being the imposition of production controls on Chinese coal mines. An increased focus on safety and permitting, along with a reduction of working days from 330 to 276 per year, reduced domestic supply and boosted demand for seaborne imports. Seaborne producers, however, were not able to quickly fill the gap, and prices in the second half rose spectacularly – 130% in the case of metallurgical coal and 45% for thermal coal. A subsequent partial relaxation of production controls (for those mines producing higher quality coal with the best safety records) has alleviated some of the tightness in the coal markets. Iron ore prices also fared better than in 2015, but with significant volatility during the year. Around 35 Mt of low-cost (mainly Australian) supply was estimated to have been added to the market, however, Chinese imports hit record levels, partly on the back of the country’s displacement of marginal domestic iron ore tonnages. The closure of steel capacity in China, including scrap-based furnaces, as part of capacity rationalisation and an environmental improvement drive, supported both steel and iron ore prices. In addition, a depreciation of the renminbi against the dollar and the higher incentive prices of Tier 2 and Tier 3 suppliers supported prices above expectations. A CAUTIOUS AND VOLATILE OUTLOOK Despite the uptick in near term economic performance spilling over into some commodity markets and prices, the key question is how long the global economy, and particularly the Asian economies, can maintain current growth rates and associated commodity demand before moving to lower, and more sustainable, long term levels. Given the continued high macro-economic and political uncertainty, we expect ongoing commodity price volatility. 08 Anglo American plc Annual Report 2016STRATEGIC REPORT OUR BUSINESS MODEL OUR BUSINESS MODEL The mining industry continues to face considerable external pressures as global economic and political uncertainties prevail. We responded decisively by sustainably improving cash flow generation, materially strengthening our balance sheet through selective asset disposals and actively managing our diversified portfolio to focus on our differentiated asset and product mix. The high quality assets across our De Beers, platinum group metals (PGMs) and Copper businesses underpin our positions in those respective markets and are the cornerstone of a more resilient and competitive business, through the economic and commodity price cycle. In addition, Anglo American also benefits from the performance of a number of other high quality, individual assets across the bulk commodities and other minerals, including iron ore, coal and nickel, which are optimised operationally to continue to contribute cash and returns, while ensuring appropriate capital investment to both preserve and enhance value. The value from our mineral resources and market positions is optimised by our dedicated Marketing business, driving appropriate commercial decisions across the value chain. In summary, our ambition is to create a resilient business that delivers robust profitability and sustainable, positive cash flows through the cycle. We have a clearly defined approach for how we will achieve this: Vision: To be partners in the future. It is our belief that Anglo American, and mining as an industry, has both the potential and responsibility to act as a development partner, for the long term benefit of society. Mission: Together, we create sustainable value that makes a real difference. We cannot meet our ultimate objective on our own. We will work together with our diverse range of stakeholders to ensure we deliver value on a sustainable basis that makes a positive and lasting difference. VALUES AT THE CORE We are creating an organisation where all our people are treated in such a way that they willingly give their best. Acting according to our values – Safety, Care and respect, Integrity, Accountability, Collaboration and Innovation – defines our culture as an organisation, underpinning our reputation and the promise we make to all our stakeholders: Real Mining. Real People. Real Difference. WHAT MAKES US DIFFERENT: BUILDING STRATEGIC ADVANTAGE Across De Beers, PGMs and Copper, our assets are characterised by having world class orebodies, competitive industry cost positions, long reserve lives and significant resource potential, offering considerable organic growth opportunities, thereby representing three businesses in which we have leading competitive positions. These are complemented by a number of other high quality, individual assets across iron ore, coal and nickel. Underpinning our uniquely diversified portfolio of differentiated assets is Anglo American’s expertise across a number of core processes – exploration, innovation, project development and sustainability – while our Marketing business optimises value from our resources and market positions. The benefits of a systematically embedded Operating Model and the functional governance structure of the Organisation Model combine to create optimal and sustainable value. For more information on our core processes See page 10 DIFFERENTIATED ASSETS IN A UNIQUELY DIVERSIFIED PORTFOLIO: De Beers De Beers has a global leadership position in diamonds, producing and selling around one-third of the world’s rough diamonds by value. Our major diamond mining assets have large, long life and scalable resource bases and we have well-established partnerships in South Africa and with the governments of Botswana and Namibia. PGMs We are the world’s leading PGMs producer, with positions in the world’s two largest PGM deposits – the Bushveld Complex in South Africa and the Great Dyke in Zimbabwe. We operate the world’s highest margin platinum mine at Mogalakwena – a long life, scalable open pit operation that has the potential to lift production significantly as market demand requires. Copper Anglo American has a world class position in copper, with the potential to establish a global leadership position built around its interests in two of the world’s largest copper mines – Los Bronces and Collahuasi – and its feasibility phase Quellaveco project in southern Peru. The mineral endowments of these assets underpin our organic copper growth opportunities, in addition to a number of future potential projects. Bulk commodities and other minerals Anglo American also benefits from a number of other high quality assets across the bulk commodities of iron ore and coal, as well as nickel. These assets are optimised operationally to continue to contribute cash and returns, while being allocated capital to preserve and enhance value, as appropriate. DISTRIBUTION AND RETAIL MARKETING De Beers’ leading position is further enhanced by its rough diamond sales operation selling to term customers, accredited buyers and auction sales customers. It also has a presence in the downstream through Forevermark™ and De Beers Diamond Jewellers. The value from our mineral resources and market positions is optimised by our dedicated Marketing business. Built on direct customer relationships, Marketing creates value across the entire value chain from mine to market through appropriate commercial decisions aligned to our customers’ specific requirements – including product specification, volume and timing. In addition, Marketing proactively develops new markets for our products through, for example, investing in new technologies that are expected to drive new sources of demand for PGMs – such as fuel cell electric vehicles – and building consumer awareness in emerging platinum jewellery markets, such as India. 09 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT OUR BUSINESS MODEL GROUP INPUTS Financial Our corporate centre allocates our financial resources where they can be put to work most effectively to deliver optimal financial returns for our shareholders. Know-how We link our industry-leading technical and marketing knowledge to ensure we invest our efforts and capital in key leverage points in the ‘mine to market’ value chain. Other natural resources Mining and processing activities have long been major users of water and energy. Our technical and social expertise combines to provide advice and hands-on support to the operations to mitigate our requirements, while also developing new technologies that have the potential to significantly reduce our environmental footprint. Relationships with our stakeholders Open and honest engagement with our stakeholders is critical in gaining and maintaining our social and legal licences to operate and, therefore, the sustainability of our business. We engage with a wide range of stakeholders to ensure effective two-way relationships. Ore Reserves and Mineral Resources We have an extensive resource base across our businesses and across a wide geographic footprint, providing a suite of options for delivering value over the long term. Plant and equipment Our procurement and technical teams form strong relationships with major suppliers to deliver tailored equipment and other solutions to enable best in class operating performance and cost effectiveness. OUR UNIQUELY DIVERSIFIED PORTFOLIO 1 Focus on asset quality and resource potential. 2 Leading positions in diamonds, PGMs and copper, complemented by high quality assets in iron ore, coal and nickel. 3 Value optimised through dedicated marketing expertise, leveraging global supply/demand dynamics. OUR LEVERAGED VALUE CHAIN FIND PLAN AND BUILD HOW WE CREATE SHARED VALUE Anglo American draws upon a number of key inputs from both its central expertise and the operating businesses that, through expert allocation, development, extraction and marketing, create sustainable value for our shareholders and our diverse range of stakeholders. People Our people are the business. We aim to resource the organisation with a capable, engaged and productive workforce and are committed to ensuring no harm comes to any of our people. RISK AND GOVERNANCE Our robust system of risk identification, supported by established governance controls, ensures we effectively respond to such risks, while acting ethically and with integrity for the benefit of all our stakeholders. People Our simplified organisation model allows our businesses to design structures and roles that provide clear accountability and appropriate authority to get our work done. OPERATING BUSINESS INPUTS Financial Our businesses’ strong focus on working capital management, productivity and cost discipline helps to drive sustainable positive cash flows. Know-how Our businesses work closely with our Technical function and Marketing business to apply innovative mining methods and technologies to realise even greater value from our resource base, and optimise mine production plans to ensure we provide products to our customers around the world, meeting their specific technical and logistical requirements. Other natural resources It is critical that our businesses responsibly manage all the natural resources used in their processes, given the finite nature of the mineral resources, scarcity of water and energy sources at some of our operations, and input cost pressures. Relationships with our stakeholders Working within our social performance framework, it is the goal of our operations to build and sustain constructive relationships with our host communities and countries that are based on mutual respect, transparency and trust. Ore Reserves and Mineral Resources Our exploration teams work with our businesses to discover mineral deposits in a safe and responsible way to replenish the resources that underpin our future success – both to extend the lives of existing mines and to provide longer term brown- and greenfield options. Plant and equipment Our businesses implement local procurement policies that support suppliers based in the host communities close to our operations – making a significant socio-economic contribution and building stronger communities, as well as lowering logistics costs. 10 For our Principal Risks See pages 41-45 OUR CORE PROCESSES Exploration Our award winning exploration teams discover mineral deposits in a safe and responsible way to replenish the resources that underpin our future success. Innovation Model Our strengthened in-house technology capability provides world class, innovative solutions across our assets, supporting the delivery of step change operating performance. Operating Model The application of our Operating Model drives a more stable, predictable and higher level of operating performance, resulting in improved safety and productivity, and lower costs. Project development The successful development and execution of our capital projects reduces expenditure and ensures predictability of outcome against our performance objectives. Anglo American plc Annual Report 2016OUTPUTS Our outputs are the products that meet the growing consumer and other demands of the world’s developed and maturing economies. Mining and processing activities also result in the unavoidable disturbance of land, generation of mineral residue, as well as atmospheric and water emissions, all of which we strive to minimise through our innovative approach. HOW WE MEASURE THE VALUE WE CREATE Our seven pillars of value underpin everything we do. Each pillar has defined Key Performance Indicators and targets that we set the business and against which we measure performance, both financial and non-financial. GROUP PRODUCTION GROWTH(1) 2% CASH FLOWS FROM OPERATIONS $5.8 billion NEW WATER CONSUMPTION 191 million m3 CO2 EQUIVALENT EMISSIONS 17.8 Mt CO2e We will invest in those points in the value chain that provide us with the best return on our investment. From the financial, technical, marketing and other expertise provided from the corporate centre, through our entire value chain from mine to market, it is our people that create the sustainable value that all our stakeholders demand and expect. MINE PROCESS MOVE MARKET END OF LIFE PLAN Focusing on our core processes to leverage value chain investment to provide competitive advantage Marketing The value from our mineral resources and market positions is optimised by our dedicated Marketing business, driving appropriate commercial decisions across the value chain – from mine to market – including working directly to tailor products to our customers’ specific needs. Sustainability model Integrating sustainability into core business processes has been a longstanding priority for Anglo American. The corporate centre drives the sustainability agenda and offers expert advice, and hands-on support, to operations facing complex sustainability challenges. Organisation Model Our Organisation Model ensures we have the right people in the right roles doing the right value-adding work at the right time, with clear accountabilities, thereby minimising work duplication and increasing capability and effectiveness. OUTCOMES As a mining company, we create and sustain jobs, help communities to develop new skills, support education, build infrastructure, and help improve healthcare for our employees, their families and the local communities around our mines. It is through our core business activities – employing people, paying taxes to governments and procuring from host communities – that we make the most significant and sustainably positive contribution to our host countries. SAFETY AND HEALTH To do no harm to our people. For our KPIs See page 34 ENVIRONMENT To minimise our environmental footprint. For our KPIs See page 34 SOCIO-POLITICAL To partner in the benefits of mining with local communities and government. For our KPIs See page 34 PEOPLE Create sustainable competitive advantage through capable people and an effective, performance- driven organisation. For our KPIs See page 34 PRODUCTION To sustainably deliver valuable product to our customers. For our KPIs See page 34 COST To be competitive by operating as efficiently as possible. For our KPIs See page 34 TAXES BORNE AND COLLECTED(2) FINANCIAL $3.5 billion WAGES AND BENEFITS PAID $3.6 billion COMMUNITY INVESTMENT SPEND $84 million LOCAL PROCUREMENT SPEND $2.0 billion To deliver sustainable returns to our shareholders. For our KPIs See page 34 11 (1) Pro forma growth in copper equivalent production, excluding disposals. (2) Taxes borne and collected are based on numbers disclosed within the Group’s income statement and exclude the impact of certain associates and joint ventures. Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT DECISIVE ACTIONS STRENGTHENED FOUNDATIONS Mark Cutifani The actions we took across the business to drive free cash flow and further refine our portfolio, despite still weaker prices, delivered the significantly strengthened financial position required to create the foundations for the future. The decisive and wide-ranging operational, cost, capital and portfolio actions we set out in 2016 – to sustainably improve cash flows and strengthen the balance sheet – have enabled us to reduce net debt by 34% to $8.5 billion, significantly below our $10 billion target. While the prices for many of our products recovered during the second half of 2016 – including a particularly sharp increase for metallurgical coal in the fourth quarter – the average price for our basket of products for the year as a whole remained marginally below that for the prior year, reminding us of the scale of the price decreases that the industry incurred during late 2015. Against that backdrop, and with our continued sharp focus on operational costs and productivity, we delivered a $3.5 billion increase in attributable free cash flow, a 25% increase in underlying EBITDA to $6.1 billion and grew our underlying EBITDA margin by five percentage points to 26%. Profit for the financial year attributable to equity shareholders increased to $1.6 billion, compared with a $5.6 billion loss in 2015. Following a 20% increase in copper equivalent productivity between 2012 and 2015, we delivered an additional 18% productivity increase during 2016. The $1.5 billion sale of the niobium and phosphates business further supported our balance sheet recovery goal and, combined with the sale of a number of coal and platinum assets during the year, we received $1.8 billion(1) of disposal proceeds in 2016. Keeping our people safe at work has always been an absolute priority. In 2016, we reported a 24% reduction in recordable case frequency rates, but an increase in fatal incidents. Tragically, we lost 11 colleagues during the year, largely due to failures around our critical safety risk areas. We can never accept even one serious injury and our efforts are concentrated around those major risk areas. We are determined that our goal of zero harm is achievable and we are working with every employee to get there. In terms of environmental performance, there is no doubt that improved work planning and a greater focus on risk assessment has delivered a further reduction in the number of incidents, now 85% fewer than in 2013. (1) Proceeds from disposals of $1.8 billion were received in 2016. Total nominal cash inflows are expected to reach $2.0 billion over time, subject to prices. 12 OPERATIONAL PERFORMANCE I regularly state that creating a platform of operational excellence is fundamental to delivering the full potential from our asset base, independent of the market’s external influences. In fact, weaker or more volatile markets emphasise a greater need for operating discipline, to ensure that we are operating to deliver optimal cash flows while preserving the assets’ longer term integrity. The actions we have taken to improve the quality of our asset portfolio as a whole, and to lift operating performance at the asset level through the implementation of our Operating Model, is driving materially stronger results. Compared with 2012, we produced in aggregate in 2016, 8% more physical product from one-third fewer assets and at a 31% lower unit cost, on a copper equivalent basis, together representing a 41% increase in productivity over that four year period. This performance is the clearest illustration of the fundamental changes we have made to the way we run the business and the progress we have made to increase the quality of the portfolio. In dollar terms, we delivered $1.5 billion of cost and volume improvements, net of such headwinds as the snowfall and strikes at Los Bronces and the smelter run-out in our Platinum business. In 2017, we are aiming to deliver an incremental $1 billion of net cost and volume improvements, 75% of which has already been identified. REFINING THE PORTFOLIO The transformation of our portfolio is well advanced, moving from 68 assets in 2013 to 42 at the end of 2016. In 2016, we received $1.8 billion(1) from disposal transactions, largely from the $1.5 billion sale of our niobium and phosphates business in Brazil to China Molybdenum Co. Ltd., which completed in September 2016. During the year, we also completed the divestments of the Callide and Foxleigh coal mines in Australia, and our 9.7% interest in Exxaro in South Africa; and in November, following the receipt of all regulatory approvals, we completed the sale of our Rustenburg platinum operations in South Africa to Sibanye. We will continue to refine our asset portfolio on an ongoing basis in order to ensure that our capital is deployed effectively to generate enhanced returns for our shareholders. THE NEW ANGLO AMERICAN Our business strategy is based on the quality of the assets in our portfolio and, in certain product areas, the aggregation of those assets to create leading market positions. The assets are further enhanced by the marketing, technical and other critical, value-adding core processes that are delivered by the Group. The high quality assets across our De Beers, PGMs and Copper businesses underpin our positions in those respective markets and are the cornerstone of a Anglo American plc Annual Report 2016more resilient and competitive Anglo American, through the economic and commodity price cycle. In addition, we continue to benefit from the performance of a number of other world class assets across the bulk commodities of iron ore and coal, as well as nickel. We will continue to pursue opportunities to improve returns across each of our assets and product suites. During 2016 and into 2017, we have continued to increase the overall quality of the portfolio through the completed or announced divestments of a number of assets, including the Rustenburg and Union platinum operations in South Africa and several of our smaller coal assets in Australia, amongst others. In addition, and in response to the need to strengthen our financial position in light of the sharp falls in commodity prices in late 2015, we also decided to sell our niobium and phosphates business in Brazil. Through an extensive and competitive sale process, we agreed to sell those businesses to China Molybdenum, generating cash proceeds considerably higher than market expectations. While we saw strong interest in a number of the major assets for which we also held sale processes during 2016 to further strengthen our financial position, we adhered to our strict value thresholds and chose not to transact. We will continue to upgrade our portfolio as a matter of course, although asset disposals for the purposes of deleveraging are no longer required. We therefore retain the world class Moranbah and Grosvenor metallurgical coal assets in Australia and our much upgraded nickel assets in Brazil, ensuring that they continue to be optimised operationally to contribute cash and returns, while being allocated capital to both protect and enhance value. In South Africa, we continue to work through all the potential options for our export thermal coal and iron ore interests, recognising the high quality and performance of these businesses and ensuring that value is optimised for all our shareholders. The retention of these assets remains a viable position given our recent improvements and our focus on continuing improvements as we go forward. Despite our significant progress, it is critical that the lessons of recent years are applied and, although there is confidence in the long term outlook for our products, the balance sheet must be able to withstand expected price volatility in the short to medium term. Our priority in 2017 is to deliver further productivity improvements while maintaining capital and cost discipline in order to be in a position to resume dividend payments for the end of 2017, and to restore an investment grade credit rating. In 2017, capital expenditure(2) will be maintained at $2.5 billion, with stay-in-business capital increased to $1.2 billion. Capital will be appropriately prioritised, with care taken to ensure that we protect the long term value of our assets. We retain a number of attractive organic options, particularly in our Copper business, which we will continue to progress appropriately and assess in light of our overall capital structure and the prevailing macro environment. Our portfolio constitutes a highly attractive, competitive and well balanced business, with the leverage of scale, technical and marketing expertise and mineral endowment options, which offer considerable upside potential over the long term. PARTNERS IN THE FUTURE Developing and maintaining positive relationships with host communities continues to be a priority. We made good progress in rolling out the updated Social Way, our rigorous management standard for community issues. During 2016, we eliminated serious non-compliances for the first time and almost halved moderate non-compliances. Overall compliance reached 84% (2015: 66%). An innovative and low cost SMS-based community survey mechanism was piloted in 2016 with positive results. The surveys highlighted the importance to host communities of high quality stakeholder engagement and a sense of fairness in our dealings with communities, in particular for the handling of complaints, managing negative impacts and generating widespread benefits from our operations. The surveys were also able to provide near real-time feedback on community sentiment and concerns, greatly aiding the ability of sites to respond to local priorities. Survey findings were also successfully combined with local social media activity to create new channels for stakeholder engagement. We will be rolling out the SMS surveys at priority sites as an ongoing programme through 2017. We continued to drive the implementation of our innovative economic development model at a number of our operations. The model focuses on leveraging the value chains and skills within the business, and prioritises actions such as local procurement, enterprise development and skills-based employee volunteering. It was particularly gratifying to see our approach supported by the Inter- American Development Bank, which has contributed $2 million of co-funding to enhance our supplier and enterprise development programmes across Latin America. We have also piloted an innovative spatial development planning approach in Limpopo, South Africa. This has identified a wide range of near term economic development opportunities that we are now discussing with government and other stakeholders. Our approach at community level continues to be informed by broader stakeholder engagement at national and international level. We have continued to be a progressive voice in dialogues with governments, faith groups and NGOs on topics such as the Sustainable Development Goals, revenue transparency and ethical value chains in the mining sector. In 2016, the engagement between leaders in the mining sector and faith groups grew and was formalised as the Mining and Faith Reflections Initiative. An independent secretariat was established to support the initiative and there were new dialogues established in Zambia and Peru. In South Africa, where discussions are most advanced, the focus for 2016 was on exploring how the faith group- industry collaboration can bring meaningful benefits to communities in mining areas, with a particular emphasis on health and economic development. We are very hopeful of seeing the first results from these efforts in 2017. 13 (2) Excludes capitalised operating cash flows. Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT OUTLOOK THANK YOU In 2016, we have seen how unpredictable the economic and political environment is, emphasising the importance of asset quality, balance sheet strength, operational excellence and overall resilience. And, as we look ahead, we do expect ongoing price volatility for many of our products. However, with supply generally more constrained following a number of years of low capital investment and a generally more cautious approach across the industry, coupled with still growing demand as China seeks to balance its economy via both stimulus and a managed slowdown, the fundamental picture is sound. The world’s consuming and aspirational middle class continues to grow in size at a considerable rate, further supporting demand for our products that are more skewed to the later stages of the development cycle. In this, Anglo American’s centenary year, and on behalf of my colleagues on the Group Management Committee, I would like to thank all our people across the business for their hard work and commitment in what was a year of significant change and market volatility, and also thank our widespread and diverse stakeholders for their understanding and support. As a result of our decisive actions in 2016, and the results delivered by our people across the company, Anglo American is now more robust, with a stronger balance sheet and more competitive cost structure around a world class and uniquely diversified asset base. Anglo American’s strategic direction is clear and we have a highly motivated team that understands how we create sustainable value through the way we run the business. OUR MISSION: Together, we create sustainable value that makes a real difference OUR VISION: To be partners in the future DELIVERING CHANGE FOCUS THE PORTFOLIO • Transforming portfolio: 68 assets in 2013 to Prioritising time and capital on the assets that offer the most attractive long term value creation potential. 42 at end 2016. • $1.8 billion(1) of disposal proceeds received in the year; including: niobium and phosphates business ($1.5 billion); Rustenburg platinum mines; and 9.7% interest in Exxaro. • A number of other disposal transactions completed including the Foxleigh and Callide coal mines in Australia. • Continue to refine and upgrade asset portfolio. DRIVE CONSISTENT DELIVERY • Volume and cost improvement delivered: $1.5 billion Maintaining a highly competitive mindset with innovation and outstanding delivery at the forefront of how we drive change. in year. • Net debt reduced below $10 billion target: $8.5 billion. • Two major projects completed ahead of schedule and within budget; Gahcho Kué (De Beers) and Grosvenor (Coal Australia). DEVELOP CORE BUSINESS PROCESSES Becoming industry leaders in critical areas, extracting maximum value from our assets and products. • Operating Model rolled out at nine operations. • Marketing business ensuring value optimisation across the value chain. • Avoided energy costs in 2016 estimated at $90 million, driven by business improvement projects. DELIVER A HIGH PERFORMANCE CULTURE Ensuring our organisation and people have the critical core skills to improve returns. • Productivity improved by 41% since 2012. • Headcount reduced by 40% since 2013. • 32% reduction in occupational diseases reported since 2015. (1) Proceeds from disposals of $1.8 billion were received in 2016. Total nominal cash inflows are expected to reach $2.0 billion over time, subject to prices. 14 Anglo American plc Annual Report 2016As he prepares for his much deserved retirement after 12 years of service, I am also grateful to our finance director, René Médori, for his steady hand and wise counsel. Stephen Pearce will be joining the Board as René’s successor after the AGM in April and we look forward to drawing on his broad-based financial and commercial leadership experience. I would also like to recognise our chairman, Sir John Parker, for his guidance and leadership across many fronts. On behalf of the entire management team, we thank him and wish him well as he steps down as chairman during 2017. Lastly, I thank all the members of the Board for their unwavering support for the changes we have made to deliver our much strengthened position as we continue to build the foundations for Anglo American’s future. Mark Cutifani Chief Executive BUILDING RESILIENCE THE NEW ANGLO AMERICAN • High quality assets across our De Beers, PGMs and Copper businesses underpin our competitive positions in those respective markets. • We also benefit from a number of other high quality, individual assets across iron ore, coal and nickel, which are optimised to continue to contribute cash and returns. • Capital is appropriately prioritised, with care taken to ensure that we protect the long term value of all our assets. • 2017 priorities to restore an investment grade credit rating and resume dividend payments. A highly attractive, competitive and well balanced business, with the leverage of scale, technical and marketing expertise and mineral endowment options to offer considerable upside potential over the long term. Creating a resilient business that delivers robust profitability and sustainable, positive cash flows through the cycle. For more information on how we measure our performance through our pillars of value see page 34. REMUNERATION Anglo American’s directors’ remuneration policy, which will be put to shareholders for approval at the 2017 AGM, is designed to encourage delivery of the Group’s strategy and creation of stakeholder value in a responsible and sustainable manner. The main elements of the remuneration package are basic salary, annual bonus and long term incentive plan (LTIP). ANNUAL BONUS Annual bonus performance measures include: • 50% on underlying earnings per share (EPS). EPS is one of the Group’s key financial measures of performance and is set on an annual basis to ensure targets are demanding yet realistic • The remaining measures are non-financial and include project delivery, business improvement, stakeholder engagement and talent management • A modifier is applied depending on the extent to which safety targets are met. • To help ensure sustainable long term performance, 60% of any annual bonus is deferred into shares for a minimum of three years and is subject to clawback. LONG TERM INCENTIVE PLAN The LTIP performance measures are aligned to our strategic objectives over a three-year performance period. Vested LTIP awards are subject to clawback and must be held for an additional two years to encourage alignment of executive and shareholder interests. The proposed LTIP performance measures and weightings are: • 70% subject to Group Total Shareholder Return (TSR), with two-thirds relative to the Euromoney Global Mining Index and one-third relative to the constituent of the FTSE 100 index • 30% subject to a balanced scorecard of financial and strategic objectives Full details are set out in the directors’ remuneration report on pages 84-109. 15 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT STRATEGIC IMPERATIVE FOCUS THE PORTFOLIO The high quality assets across our De Beers, platinum group metals (PGMs) and Copper businesses underpin our position in those respective markets and are the cornerstone of a more resilient and competitive Anglo American. In addition, we continue to benefit from the performance of a number of other world class assets across the bulk commodities of iron ore and coal, as well as nickel. REDUCTION IN NUMBER OF ASSETS SINCE 2013 38% DISPOSAL PROCEEDS RECEIVED IN THE YEAR $1.8 billion CARATS OF ROUGH DIAMONDS EXPECTED OVER THE LIFE OF THE RECENTLY COMMISSIONED GAHCHO KUÉ DIAMOND MINE 53 million For more information See pages 17-19 GAHCHO KUÉ – DELIVERING THE LARGEST NEW DIAMOND MINE IN MORE THAN A DECADE Gahcho Kué, the world’s largest new diamond mine in the last 13 years, officially opened in September 2016, ahead of schedule and in line with the projected C$1 billion (US$0.9 billion) capital budget. The mine, a joint venture between De Beers (51%) and Mountain Province Diamonds (49%), is expected to produce approximately 53 million carats of rough diamonds, from around 34 million tonnes of material, over its projected 12-year life, from 2017. A fly-in/fly-out remote mine site, where winter temperatures can regularly plunge as low as minus 40⁰C or colder, Gahcho Kué lies 280 kilometres north-east of Yellowknife in Canada’s Northwest Territories (NWT). The mine, which was commissioned in August 2016, is on track to reach full commercial operation in the first quarter of 2017. It will mine three open pits, and will employ a total of 530 employees and long term contractors. In 2016, Gahcho Kué supported a total of 2,050 direct and indirect full time equivalent (FTE) jobs, with an induced employment impact of 660 FTE’s(1). Over the life of the mine, Gahcho Kué is expected to contribute a total of C$5.7 billion into the economy of NWT, which derives more than half of its gross domestic product from mining activities. Partnering with local indigenous communities, which have a say on the use of resources in their ancestral lands, has ensured that the majority of workers during both the construction phase and the ongoing operation of the mine are drawn from the local community. Production from Gahcho Kué will more than compensate for the loss of output following the placement of Snap Lake onto extended care and maintenance at the end of 2015. The mine will make an important contribution to rough diamond supply in an environment characterised by a steady rise in consumer demand from the growing middle classes in emerging markets, and from millennials, combined with supply constraints as economically viable kimberlite resource discoveries continue to be rare events. PILLARS OF VALUE Financial For more on pillars of value and our KPIs See page 34 (1) See Canada Impact Report, ‘The socio-economic impact of Gahcho Kué’ for further details. 16 Gahcho Kué diamond mine in Canada’s Northwest Territories came on stream in August 2016 following major participation by the local indigenous community in its development. New diamond mine openings are rare events, and Gahcho Kué will make a significant contribution to global rough diamond supply. Process plant superintendent Terry Pinske walks up the ramp alongside the conveyor carrying diamond-bearing ore into the process plant. Anglo American plc Annual Report 2016As the mining industry continues to recover from the sharp price decreases of late 2015 and the early months of 2016, Anglo American has materially strengthened its balance sheet by generating significantly improved free cash flows and by completing the sale of a number of assets. Greater project, operating capital and cost discipline, combined with a 41% increase in productivity since 2012, are restoring our competitive advantage. We are building strong foundations for a more resilient Anglo American, more attuned to changing market dynamics, and well positioned to deliver robust profitability and cash flows through the cycle. BUILDING STRATEGIC ADVANTAGE The primary source of competitive advantage in the mining industry is to own high quality, low cost, long life assets of scale, with positions that can be further enhanced if those assets deliver products into structurally attractive markets. In assessing our asset portfolio, we consider: • The stand-alone quality of individual assets, including their relative cost position and resource and growth potential; • Our global competitive position within the individual product groups; and • The additional value potential generated through our dedicated marketing expertise. De Beers De Beers has a global leadership position in diamonds, producing around a third of the world’s rough diamonds, by value. Within its portfolio, De Beers (Anglo American: 85% interest), in partnership with the Government of the Republic of Botswana, has one of the largest diamond resources, by volume, in the world at Orapa and one of the richest diamond mines, by value, at Jwaneng. The recently commissioned Gahcho Kué mine, in Canada’s Northwest Territories, will add an additional 53 million carats of rough diamonds over its projected 12-year life, from 2017. Our major diamond mining assets have large, long life and scalable resources and we are continuing to invest in our existing operations to extend our mining activities. The ‘Cut-8’ expansion of Jwaneng will increase the depth of the mine from 400 metres to 650 metres, while, in South Africa, Venetia is being extended underground, extending the life of mine to 2046(1). The lack of any significant economic kimberlite discoveries over many years, combined with the ongoing growth in consumer demand for diamond jewellery in both mature and developing markets, points to strong prospects for the diamond business. Through its differentiated rough diamond distribution model, which comprises term contract sightholders, accredited buyers and auction sales customers, De Beers has a range of insights into its customers’ demand patterns. De Beers seeks to stimulate consumer demand for diamonds through its Forevermark™ brand and De Beers Diamond Jewellers, a retail joint venture with LVMH Moët Hennessy Louis Vuitton. Platinum Group Metals (PGMs) Our Platinum business (held through a 78% interest in Anglo American Platinum) is the world’s leading PGM producer. It occupies the pre-eminent position, in terms of production, mining, processing and refining assets and the quality and size of its resource base in the world’s largest PGM deposit – the Bushveld Complex in South Africa – and has a significant stake in the world’s No. 2 PGM deposit on the Great Dyke in Zimbabwe. Our flagship platinum mine, Mogalakwena, is the highest-margin producer in the industry and, as the only large open pit PGM mine globally, is at the centre of a more flexible, competitive and lower risk business. Platinum is continuing its ongoing repositioning around a leaner, best in class operating footprint at the Mogalakwena and Amandelbult mines in South Africa, and Unki in Zimbabwe, alongside its joint venture interests in the Bafokeng-Rasimone, Mototolo and Modikwa mines in South Africa. PORTFOLIO CHOICES DRIVEN BY ASSET QUALITY De Beers Platinum Copper (1) The current Mining Right expires in 2038. An application to renew the Mining Right will be submitted at the appropriate time. There is a reasonable expectation that such renewal will not be withheld. Botswana South Africa Namibia Canada • Jwaneng • Orapa • Venetia • Voorspoed • Debmarine Namibia • Namdeb • Gahcho Kué • Victor South Africa • Mogalakwena • Amandelbult • BRPM • Mototolo • Modikwa Chile Projects • Los Bronces • Collahuasi • El Soldado • Quellaveco • Sakatti Zimbabwe • Unki Bulk commodities and other minerals Iron ore and manganese Coal Nickel • Kumba Iron Ore • Minas-Rio • Samancor • SA Thermal • Australia • Cerrejón • Barro Alto • Codemin 17 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT STRATEGIC IMPERATIVE FOCUS THE PORTFOLIO continued Demand for PGMs is forecast to increase over time, given the ongoing trend towards cleaner emission vehicles, driven by increasingly stringent global emissions legislation. Increasing demand by the automotive industry is likely to be augmented by growing opportunities for emerging new applications, including hybrid and hydrogen fuel cell electric vehicles, while emerging countries such as India offer the potential of developing, from a relatively low base, into significant platinum jewellery markets. Our business is well positioned to proactively shape demand for platinum, including through targeted campaigns in emerging jewellery markets, creating new investment demand for the metal as a store of value and through direct investment in a number of companies developing new technologies that are expected to drive industrial demand for PGMs, such as fuel cells for electric vehicles. Copper Anglo American has a world class asset position in copper, with the potential to establish a leading position built around its interests in two of the world’s largest copper mines – Los Bronces (a 50.1% owned subsidiary) and Collahuasi (44% owned), with Reserve Lives of 24 years and 69 years, respectively. The resource base of these assets underpins our future brownfield opportunities, in addition to a number of future potential projects, including our feasibility phase Quellaveco project in southern Peru – one of the world’s largest untapped copper orebodies – and the polymetallic Sakatti deposit in Finland. The copper market, although expected to be broadly balanced in the medium term, is expected to struggle to meet longer term demand growth as declining grades and more challenging physical and environmental conditions, along with tougher licensing and permitting requirements, will all affect the industry’s ability to deliver new copper supply to the market. Bulk commodities and other minerals Anglo American also benefits from a number of other high quality individual assets across the bulk commodities of iron ore, metallurgical and thermal coal, as well as nickel. Anglo American’s iron ore operations provide customers with niche, high iron content ore, a large percentage of which is direct-charge product for blast furnaces. In South Africa, we have a majority share (c. 70%) in Kumba Iron Ore, where the Sishen and Kolomela mines produce leading quality lump ore and also a premium fine ore. In Brazil, we have developed the integrated Minas-Rio operation (100% ownership), consisting of an open pit mine and beneficiation plant in Minas Gerais, which produces pellet feed. The iron ore produced is transported through a 529 kilometre pipeline to the Ferroport iron ore handling and shipping facilities at the port of Açu, in which Anglo American has a 50% shareholding. PGMs – FUELLING THE FUTURE For years, PGMs have not only been essential in curbing noxious emissions in both petrol- and diesel-fuelled vehicles, but have been vital to the fields of medicine, electronics and jewellery, as well as an array of industrial applications. Today, PGMs are playing an increasing part in helping create a cleaner, more sustainable future. As the contribution of burning fossil fuels to global warming continues to cause concern, and governments impose increasingly stringent vehicle emissions targets, the world needs to identify viable and economic renewable technologies for powering cars. Anglo American believes that PGM-containing fuel cell technologies provide one proven response to this global challenge. With refuelling taking just a few minutes and with a range similar to petrol or diesel vehicles, fuel cell electric vehicles, or FCEVs, employ platinum as the principal catalyst to cleanly and efficiently convert energy from hydrogen into electrical power in an electrochemical process whose only emission is water. With fuel cells expected to result in annual platinum demand of several hundred thousand ounces by 2025, the industry presents a major opportunity for the platinum mining industry. At Anglo American, we are working with partners around the world to promote fuel cell technology in a number of applications. In South Africa, we have partnered with Ballard to deploy the world’s first off-grid, fuel cell mini-grid to provide primary power to a rural community. In the UK, we are leasing a Hyundai ix35 fuel cell-powered car for four years as part of the London Hydrogen Network Expansion project. We are also working closely with Fuel Cell Hydrogen and Energy Association (in the US) and Hydrogen Europe to promote and advocate FCEVs and hydrogen fuelling infrastructure. Anglo American believes that PGM-containing fuel cell technologies provide a proven response to the global challenge of cleaner transportation and is leasing this Hyundai ix35 fuel cell-powered car as part of its visible commitment to encouraging the development of the hydrogen economy. 18 Anglo American plc Annual Report 2016DELIVERING OUR PORTFOLIO RESTRUCTURING Number of assets 2016 portfolio changes 70 65 60 55 50 45 40 35 30 25 20 15 10 5 0 68 Disposal Completed sales 42 Sale announced Restructure Closure Care and maintenance Rustenburg Callide Foxleigh Niobium and Phosphates Tarmac Middle East Exxaro Kimberley Pandora Dartbrook Thabazimbi Drayton Twickenham 2013 (start) 2016(1) (1) Reflects Niobium and Phosphates, Rustenburg, Foxleigh and Callide disposals. Platinum De Beers Niobium and Phosphates Corporate and Other Copper Iron Ore and Manganese Nickel Coal Our Tier 1 coal assets include the Moranbah North (88% ownership) and Grosvenor (100% ownership) metallurgical coal mines, both located in Queensland, Australia. The mines are underground longwall operations and produce hard coking coal. In Colombia, Anglo American, BHP Billiton and Glencore each have a one-third shareholding in Cerrejón, the country’s largest thermal coal exporter. Our Barro Alto nickel operation (100% ownership) produces ferronickel and is based in Goiás, Brazil. In South Africa, we continue to work through all the potential options for our export thermal coal and iron ore interests, including retention, recognising the high quality and performance of these businesses and ensuring that value is optimised for all our shareholders. Our Bulk commodities and other minerals assets have been optimised operationally to ensure ongoing and sustainable cash generation and returns, while being allocated capital to both preserve and enhance value, as appropriate. We will continue to refine and upgrade our asset portfolio on an ongoing basis in order to ensure that our capital is deployed effectively to generate enhanced returns for our shareholders. Portfolio restructuring in the year The disposal of a number of assets completed to date, has contributed to the substantial $4.4 billion reduction of net debt during 2016. By year end, net debt stood at $8.5 billion, significantly below the targeted level of $10 billion. Disposals announced and completed in 2016 During 2016, we received $1.8 billion(1) of disposal proceeds, including the $1.5 billion sale of our niobium and phosphates business in Brazil to China Molybdenum Co. Ltd. We completed the disposal of two coal assets in Queensland, Australia in the year; a 70% interest in the Foxleigh metallurgical coal mine, and the sale of our 100% interest in the Callide thermal coal mine. The terms of both transactions remain confidential. The disposal of the Rustenburg platinum mines to Sibanye Gold, announced in 2015, was completed in 2016. Anglo American also sold its 9.7% interest in Exxaro Resources Limited. Sales have also been agreed for the Dartbrook coal mine in Australia and the Pandora platinum joint venture in South Africa, subject to a number of conditions. The disposal of the remaining interests in Tarmac operations located in the Middle East was completed in 2016. Other portfolio changes The Group has ceased, or is ceasing, production at a number of operations. Operations that have been closed or placed onto care and maintenance since 2015 include: Snap Lake (diamonds) in Canada; Damtshaa (diamonds, temporary care and maintenance) in Botswana; Drayton coal mine in Australia; and Twickenham platinum mine and Thabazimbi (iron ore), both in South Africa. In February 2017, we agreed the sale of our 85% interest in the Union platinum mine in South Africa to Siyanda Resources. 19 (1) Proceeds from disposals of $1.8 billion were received in 2016. Total nominal cash inflows are expected to reach $2.0 billion over time, subject to prices. Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT STRATEGIC IMPERATIVE DRIVE CONSISTENT DELIVERY As global economic and political uncertainty continues and commodity prices remain generally volatile, it is important to continue driving improvements through our business. In this challenging environment, we are committed to managing what is in our control; achieving cost and productivity improvements; to enhance cash flows through the cycle; and further strengthen our balance sheet. 34% NET DEBT◊ REDUCTION $8.5 billion COST AND VOLUME IMPROVEMENTS◊ $1.5 billion NET DEBT: EBITDA RATIO◊ 1.4x CAPITAL EXPENDITURE◊(1) IN 2016 $2.5 billion For more information See pages 21-23 SISHEN – COMING THROUGH THE DOWNTURN, PREPARED FOR THE UPTURN During 2015, confronted by steadily declining prices as iron ore markets continued to deteriorate, Kumba Iron Ore took bold action to ensure that South Africa’s premier iron ore producer remained profitable. In a series of moves in response to the worsening price environment, the huge open pit at Sishen mine was progressively redesigned, with a final pit design achieved in late 2015. This design called for considerably less waste rock stripping, which would allow Sishen to operate at a reduced cash break even price. More generally, it enabled a more flexible and responsive approach to mining operations, with lower execution risk. The ramifications of the reconfiguration of pit design and change in mining approach, however, were to be felt far more widely – and it would take a multi-disciplinary team effort if Kumba was to successfully deliver on its plans. On the operational side, the mine and the Group’s technical and financial teams worked closely together on a series of business improvement projects, with additional support provided by the ongoing implementation of Anglo American’s Operating Model. Two areas of the business merited particular focus: operating hours and mining fleet utilisation had to increase materially – by as much as 30%; and substantial changes needed to be made to the shift-roster system. The first was largely achieved by the fourth quarter as a new rigour was applied to seeking greater efficiencies. Secondly, new rosters enabled a more effective handover between shifts and reduced break times, leading to a 10% increase in productivity in this area. In many ways, however, the impact on people’s lives was even more challenging. The changes meant that some 1,500 employees, along with 1,000 contractors, would have to leave the operation. Through a comprehensive process of engagement, at all levels of the organisation, with affected stakeholders, Kumba was able to undertake the largest restructure in its history while avoiding industrial action. PILLARS OF VALUE Production Cost Financial For more on pillars of value and our KPIs See page 34 (1) Excludes capitalised operating cash flows. 20 The introduction of Anglo American’s operating model at Kumba’s Sishen iron ore mine in South Africa, in tandem with progressive redesign of the huge open pit in light of a worsening price environment, has led to a more resilient operation able to operate at a reduced cash break even price. Anglo American plc Annual Report 2016We are continuing to implement Anglo American’s Operating Model in order to deliver ongoing productivity improvements, lower operating costs and to carry out work safely. Leveraging the Group’s considerable technical expertise, the Operating Model provides the structure and discipline to optimise the operation of our world class assets and provides the foundation for improvements across the business. These operational improvements, our rigorous approach to capital allocation, and the proceeds received from asset disposals in the year have improved free cash flows, reducing net debt to significantly below $10 billion and materially strengthening the Group’s balance sheet. BUILDING A STABLE OPERATIONAL PLATFORM Delivery of the Operating Model is leading to greater confidence in our ability to deliver to our plans and improve work management, as work is now planned, scheduled and resourced well ahead of execution. The Operating Model also provides greater role clarity, with distinct accountabilities and responsibilities, enabling sustainable and stable processes that deliver the expected outcomes. Although there are three components to the Operating Model, which address operational strategy, work management, and continuous improvement, the focus to date has been on work management execution. By the end of 2016, various components of the Operating Model had been fully or partially implemented at nine sites. At Kolomela, implementation of the Operating Model in the plant area has seen a marked improvement in work execution, with scheduled work completion now in excess of 95%. Screening-tonnes throughput improved by 18% during the ‘go-live’ phase, and a further 18% during the stabilisation phase. The plant’s process stability has also improved significantly. At Sishen, initial mining work management implementation resulted in significant improvements in the amount of ore and waste moved. The restructuring of the business, however, and the resultant lower production and waste removal targets for the year, has reduced the extent of operational improvements compared with previous roll-outs. Work management for the reconfigured mining set-up is now under way. At Jwaneng, the Operating Model went live in September, and is currently in the stabilisation phase, with early indications showing promising results. The model’s work management component is now being implemented at the Letlhakane Tailings Retreatment plant. At De Beers’ Venetia mine, implementation of the Operating Model is in the project set-up phase while at Gahcho Kué, the implementation of the Operating Model is more advanced. Delivery of the Operating Model continued at Mogalakwena (production and maintenance) at the South Concentrator, while implementation at the North concentrator was completed earlier in the year. The improvement in work performance indicators has already led to an increase of approximately 10% in daily milling output. A significant improvement has also been realised in work execution performance at Minas-Rio, with scheduled work completion currently standing at 85%. At both Los Bronces’ processing operations, milling circuit availability has increased, while there has been a reduction in process variability. Implementation of the work management component in the mining operations went live at the end of 2016. All remaining work at Los Bronces is scheduled to be completed in 2017. During 2017, the main focus of the Operating Model’s work management component will be on the Platinum business, with Amandelbult scheduled to go live towards the end of the year. Additional projects will also be carried out concurrently at the Rustenburg Base Metal Refinery. ENHANCING PERFORMANCE AT MOGALAKWENA Anglo American’s Operating Model is aimed at getting the best out of the company’s assets – and particularly assets such as Mogalakwena in South Africa. At the mine’s North Concentrator, where PGM-bearing ore is processed into high-grade PGM-bearing concentrate, we are unlocking value through continually modernising processing technologies and through maximising efficiencies in processing. Key initiatives to enhance concentrator productivity and profitability include: measures to enhance flotation kinetic response; the optimisation of fine grinding techniques in order to mitigate metal losses of locked minerals; modifications to the configuration of the flotation circuit; and taking a hard look at equipment constraints. Such measures have led to improved nominal throughput rates, which have assisted in increasing metal production while also lowering unit costs. New processing technologies being adopted at Mogalakwena, following the implementation there of Anglo American’s Operating Model, are leading to higher ore-milling rates and increased plant throughput. Here, control room operators Priscilla Tsheole (left) and Maggy Botsanara monitor the stability of operations at the North Concentrator. 21 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT STRATEGIC IMPERATIVE DRIVE CONSISTENT DELIVERY continued CAPITAL ALLOCATION Effective capital allocation throughout the cycle is critical to delivering value, given the long term and capital intensive nature of our business. The Group applies a dynamic capital allocation process, while maintaining a strong focus on capital discipline. In the near term, the focus remains on further strengthening the balance sheet and to restore an investment grade credit rating, while continuing to allocate the capital expenditure needed, across our portfolio of assets, to both sustain our business and to protect value. We aim to reinstate dividend payments as soon as possible and expect to do so by the end of 2017. The Group will continue to seek to upgrade the quality of its portfolio of assets, including through ensuring an appropriate geographic balance. Excess capital will be returned to shareholders unless there are compelling value-accretive opportunities for investment. CASH FLOW FROM OPERATIONS Anglo American seeks to improve operating free cash flow through five key levers: improving productivity and lowering input costs across all operations (including through deployment of the Operating Model); reducing overhead expenditure (including through implementation of the Functional Model); timely delivery of new projects (primarily Grosvenor and Barro Alto during 2016); maximising revenue (including through improvement in our marketing activities); and optimising our investment in working capital. During 2016, cash flows from operations increased to $5.8 billion (2015: $4.2 billion), driven by the delivery of cost and volume improvements of $1.5 billion, which included a recovery in sales volumes at De Beers, contributions from recently completed projects, and cost reductions across the Group. Working capital cash inflows improved by $0.4 billion following improvement initiatives across all areas. The recently completed Grosvenor (Coal Australia) and Barro Alto (Nickel) projects both ramped up during 2016, together contributing $0.2 billion to cash flow from operations. Results from Gahcho Kué (De Beers) are expected to cease to be capitalised in the first quarter of 2017, and from Minas-Rio (Iron Ore Brazil) with effect from January 2017, after which these assets will also contribute to cash flow from operations. SUSTAINING CAPITAL EXPENDITURE We continue to focus on capital discipline and stay-in-business capital efficiency, while maintaining the operational integrity of all our assets. A sustainable level of total capital expenditure for the current portfolio of assets, excluding growth projects, is approximately $2.5 billion per year. Stay-in-business capital expenditure decreased to $1.0 billion (2015: $1.4 billion), primarily due to a focus on capital discipline and the continued roll-out of the Operating Model across our assets. (1) Excludes capitalised operating cash flows. (2) Proceeds from disposals of $1.8 billion were received in 2016. Total nominal cash inflows are expected to reach $2.0 billion over time, subject to prices. 22 Development and stripping capital expenditure decreased to $0.6 billion (2015: $0.7 billion), primarily as a result of the redesign of the pit at Kumba’s Sishen iron ore operation, where the transition was made to a lower strip ratio and operational cost position. During 2016, continued progress was made on our ongoing expansion projects, including the construction of De Beers’ Venetia underground mine in South Africa, where the decline advanced to more than 2,000 metres. The project is now 26% complete, with the underground operation expected to be the mine’s principal source of ore from 2023. BALANCE SHEET FLEXIBILITY Consistent with our objective to restore an investment grade credit rating, our near term objective is to continue to reduce net debt and ensure the Group’s net debt/EBITDA ratio remains below 1.5. Net debt at 31 December 2016 was $8.5 billion, significantly lower than the year-end target of $10 billion, resulting in a net debt/EBITDA ratio of 1.4. The $4.4 billion reduction in net debt since 31 December 2015 was primarily driven by strong operating cash inflows of $5.8 billion, capital expenditure of $2.5 billion(1) and cash proceeds from disposals, before tax, of $1.8 billion(2). BASE DIVIDEND The commitment to a sustainable dividend remains a critical part of the overall capital allocation approach. Given the need to conserve cash and reduce debt, dividend payments remained suspended for 2016. The Board has recommended that, upon reinstatement, Anglo American should adopt a payout ratio in order to provide shareholders with exposure to improvements in commodity prices, while retaining cash flow flexibility during periods of weaker pricing. It is currently expected that dividend payments will be reinstated for the end of 2017 (payable in 2018). Cash flow from operationsBalance sheet flexibilitySustaining capexBasedividendCash flow from operationsBase dividendAdditional shareholder returnsPortfolio upgradeFuture project options Sustaining capex Balance sheet flexibilityAnglo American plc Annual Report 2016ADDITIONAL SHAREHOLDER RETURNS Excess capital will be returned to shareholders unless there are compelling value-accretive opportunities for investment. The current focus remains on deleveraging the balance sheet further and to restore an investment grade credit rating. PORTFOLIO UPGRADE We remain focused on upgrading the portfolio, through improving asset quality, maintaining future optionality and seeking the appropriate geographic balance. During 2016, we received $1.8 billion(1) from divestment transactions. The sale of the niobium and phosphates business in Brazil to China Molybdenum Co. Ltd ($1.5 billion) supported our balance sheet recovery goal, while we also continued to upgrade the portfolio through the divestment of a number of other assets: the Rustenburg platinum mines to Sibanye Gold; our 9.7% interest in Exxaro Resources; and our interests in the Callide and Foxleigh coal mines in Australia. The disposal of Dartbrook (Coal Australia) was agreed in 2015, and is expected to complete in the first half of 2017. The disposal of the remaining interests in Tarmac operations located in the Middle East was completed in 2016. Twickenham (Platinum) was placed onto care and maintenance during the year. In February 2017, we agreed the sale of our 85% interest in the Union platinum mine in South Africa to Siyanda Resources. We will continue to refine the portfolio in this way, ensuring that capital is deployed to generate enhanced returns through the cycle. FUTURE PROJECT OPTIONS Strict value criteria are applied to the assessment of future options. Where appropriate, we will seek partners on major greenfield projects, and are likely to not commit to more than one major project at any given time. No major new project approvals are planned until dividend payments are resumed. The Group will continue to maintain optionality to progress with value-accretive projects, should market conditions and capital availability permit. We continue to retain and advance select studies, maintaining our established social commitments and managing the costs of maintaining these options appropriately. Our approach to studies and evaluation has a strong emphasis on assessing a broad range of options early on in the study phase, so that we can mitigate risk, identify opportunities and minimise sunk costs. This position is enhanced by the application of innovative concepts and new technologies stemming from our FutureSmart™ mining (FutureSmart™) programme in order to build and maintain a portfolio of high-value replacement and organic options. Our 81.9% investment in the open-cut Quellaveco copper project in Peru remains one such key option for the Group, with feasibility costs of $0.1 billion spent in 2016. At the Gahcho Kué diamond mine in Canada, which accounted for capital expenditure of $0.2 billion in 2016, production has commenced and ramp-up is nearing completion. Evaluation expenditure reduced to $105 million in 2016 (2015: $145 million) and expenditure on exploration activities decreased by 31% to $107 million (2015: $154 million). GROUP CAPITAL EXPENDITURE◊ Capital expenditure(2) decreased to $2.5 billion (2015: $4.0 billion), owing to rigorous capital discipline applied to all project investments, as well as to the benefits accruing from the commissioning of the Minas-Rio, Gahcho Kué and Grosvenor projects. In 2017, we expect capital expenditure to be approximately $2.5 billion. Capital expenditure* $ million Expansionary Stay-in-business Development and stripping Proceeds from disposal of property, plant and equipment Total Capitalised operating cash flows Total capital expenditure Year ended 31 Dec 2016 Year ended 31 Dec 2015 967 1,042 551 (23) 2,537 (150) 2,387 1,936 1,384 740 (30) 4,030 147 4,177 * See page 189 for the definition of capital expenditure. Group historical capital expenditure◊ 2012–2016 ($ billion) 8 6 4 2 0 5.9 6.1 6.0 4.0 2.5 2012 2013 2014 2015 2016 23 (1) Proceeds from disposals of $1.8 billion were received in 2016. Total nominal cash inflows are expected to reach $2.0 billion over time, subject to prices. (2) Excludes capitalised operating cash flows. Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT STRATEGIC IMPERATIVE DEVELOP CORE BUSINESS PROCESSES At Anglo American, our core business processes refer to the fundamentals of our work across our entire value chain – from exploration and discovery to delivering our products to our customers. With innovation and outstanding delivery at the forefront of how we deliver value, the business processes we are implementing are vital to the success of our core activities and achieving best practice across the Group. ESTIMATED ENERGY COST SAVINGS $90 million WATER SAVED AS A RESULT OF WATER-SAVING PROJECTS ACROSS THE GROUP 23 million m3 REDUCTION IN DEMURRAGE COSTS AT COPPER Resulting from the implementation of Marketing’s ISOP process 37% For more information See pages 25-29 THE CONCENTRATED MINE One of the greatest challenges facing the mining industry today is how to develop and implement step-change innovations in order to drive improved productivity and cost performance, while minimising a mine’s total physical and environmental footprint. Concentrate the Mine™ is an integrated mining-systems approach pioneered by Anglo American. It integrates three enabling technologies: • Advanced mine-to-mill uses new blasting technologies to increase plant throughput and minimise processing costs • Coarse particle recovery (CPR) is designed to augment advanced mine-to-mill technologies to coarsen the grinding and to reduce energy and water consumption while maintaining, or potentially improving, recovery • Early-stage gangue rejection separates ore from waste before ore enters the crushing and grinding phase. By rejecting the worthless waste rock earlier in the process, we effectively increase the grade, while reducing processing costs as well as water and energy consumption. The potential benefits of these Concentrate the Mine™ techniques and technologies are significant, with broad application across our copper, platinum and diamond businesses. Together, they have the potential to deliver a step-change increase in output, without incurring a similar increase in operating and capital costs, in tandem with the prospect of greatly reduced energy and water use. The Concentrate the Mine™ concept is being developed at the Los Bronces copper mine in Chile. First-phase trials will be completed in the first half of 2017, and early indications are promising. For example, even with only part-implementation of advanced mine-to-mill technologies, we are already achieving a 7% increase in plant throughput and an 84% reduction in blast vibrations. PILLARS OF VALUE Environment Socio-political Production Cost Financial For more on pillars of value and our KPIs See page 34 24 Concentrate the Mine™ is an integrated mining systems approach pioneered by Anglo American. It is already being developed at our Los Bronces copper operation in Chile, and has the potential for broad application across other copper assets, as well as our platinum and diamond businesses. Anglo American plc Annual Report 2016 We are starting to see tangible benefits from the roll-out of our Operating Model across our major assets; a more stable and predictable operating performance is leading to improved productivity and costs, fewer environmental incidents and a fuller understanding of our mine-to-market value chain. Working together with all our stakeholders, we are beginning to deliver on the full potential of our portfolio and enhance the sustainable value we can create for all our stakeholders. DELIVERING VALUE THROUGH INNOVATION By accelerating the implementation of the Operating Model, we have made good progress at a number of our major assets, and we now have clear foundations in place for how we do our work. Operating excellence remains a focus for our technical function and we aim to continually improve our operating standards which, in turn, helps to boost cash generation. For example, at the Los Bronces molybdenum plant in Chile, metal recovery has increased by more than 10 percentage points. This performance reflected a range of technical improvements, including improved understanding of the mineralogy and orebody, and processing optimisation that builds on a solid knowledge of plant capacity, allowing stable, maximum feed through the plant. It is essential that we continually focus on, and invest in, innovation and technology development if we are to find more productive, efficient and sustainable ways of extracting value from the minerals we mine and deliver to our customers. Traditional means of innovating are translating into new approaches that are more collaborative and inclusive. Anglo American’s FutureSmart™ approach to innovation includes bringing together stakeholders with different perspectives to reframe challenges, produce rough prototypes to quickly test ideas and co-create user-centred solutions that can be adopted faster. During 2015 and 2016, we convened FutureSmart™ Open Forums covering four major challenges – Sustainability, Processing, Mining, and Energy. We have also formulated a disciplined approach to innovation implementation which combines the exploration of long term possibilities with pragmatic implementation activities that realise short term value. Our unique innovation process, named ‘SmartPath’, allows us to move quickly from new ideas to new knowledge. It does so through a process of continuous assessment, with the aim of achieving relatively low cost, high reward capital expansions that can improve our position on the cost curve. This is essential in a prevailing environment of economic uncertainty, water scarcity and energy shortages, declining ore grades, and a productivity decline of around one-third in the mining industry over the past decade. The most aspirational element of FutureSmart™ is our ambition to make dry tailings a normal operating practice. Water sent to tailings disposal often represents the largest water loss at a mine. Fine particle slurries are particularly difficult to dewater and current dry disposal options have prohibitive capital and operating costs. We are examining how we can reduce the cost of dewatering and are looking at the physical and chemical properties of the fine ore particles to understand why they cling so resolutely to water. If successful, we have the potential to significantly limit how much fresh water we draw, while also gaining access to orebodies in water-stressed areas that are critical to supplying the world’s ongoing demand for metals and minerals. MARKETING PRODUCTS FOR FULL VALUE During 2016, our Marketing business made good progress with marketing activities designed to create maximum value across the entire value chain – from mine to customer. These activities are designed to contribute value to the Group in a number of ways: improving EBIT; enhancing cash flow through tighter working capital management; better risk- and control-management; and stimulating sustainable demand for PGMs through a structured market development programme. Focusing on our principal strategic ‘levers’ to generate additional EBIT across the Group, we continue to deliver value through: • Marketing excellence: continuing to build direct customer relationships and obtain full value for our products. Through our dedicated sales and marketing hubs in Singapore and London, we continue to strengthen customer focus and build on our strong relationships. Throughout the year we sold all our equity volume available while managing supply challenges through proactive action such as the purchase of third party material. Close customer relationships have seen us explore and develop innovative propositions that have delivered shared benefits and additional value. Marketing excellence activities have continued to generate a large proportion of Marketing’s value for the Group. • Value chain optimisation: integrated sales and operations planning (ISOP) capability to ensure we make the most of our mineral resource in light of market conditions; ensuring customers get the right products, at the right time; and leveraging our logistics capabilities and shipping services. Our approach to planning and execution through our ISOP activities is now established across the majority of our commodities. This has realised specific benefits in higher throughput, lower logistics costs, and improved margins on qualities and quantities shipped. 25 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT STRATEGIC IMPERATIVE DEVELOP CORE BUSINESS PROCESSES continued EFFICIENTLY MANAGING THE INTERFACE BETWEEN PRODUCTION AND MARKETING ISOP is a core element of Anglo American’s Operating Model that is now established across the majority of our commodities. ISOP is Marketing’s process for planning the movement of product from the mines’ finished-goods stockpiles to end-customer delivery. Through the ISOP process, marketing and mine production plans are reconciled to maximise the value of product delivery into the market within the constraint of our supply capacity. ISOP provides a structured framework for planning, scheduling and execution from mine to market across two time horizons: an 18-month Sales & Operations (S&OP) planning horizon; and an eight-week Tactical Planning horizon. ISOP in action at Copper ISOP was introduced in Copper in January 2016. The S&OP process allowed us to assess potential risks and opportunities beyond the two-month Tactical Planning horizon. For example, the S&OP process typically aligns operation and maintenance plans between our mines, smelter and port. This year, when operations and maintenance plans at the Chagres smelter could not be aligned with Los Bronces’ and El Soldado’s, ISOP identified an opportunity to source third party concentrate, thereby optimising the smelter’s feed and financial performance. The shorter Tactical Planning process has provided increased visibility of the production forecast which has, in turn, led to an improved shipping schedule, and a 37% reduction in demurrage costs. ISOP in action at Thermal Coal ISOP was introduced in Thermal Coal operations in 2013. In early 2016, the market anticipated high demand for lower calorific value (CV) product by India. ISOP provided the agility to react to this trend and maximise the value presented by the recently negotiated extra rail capacity. Through integrating production, logistics and demand plans, ISOP enabled four South African coal mines to supply the Indian market with low CV coal at higher yields, realising significant additional value for our Coal business. During the year, several other value chain optimisation activities created additional earnings, including the further expansion of our shipping portfolio, with linked freight trades that yielded cost advantages and benefits relative to stand-alone routes. It was a year when we shipped record volumes across our bulk commodities on a CFR basis. • Customer value proposition: through creating our own capability to access financial and third party physical markets, broadening the offer we make to customers. Thermal coal trading continues to perform well and we are therefore now active in related areas, including price-risk management in other commodity groups. Good progress has also been made with our PGMs market development activities. Short term demand drivers include the jewellery and investment sectors; while in the longer term, we are investing in new technologies that are expected to drive new sources of demand for PGMs – such as fuel cell electric vehicles. All Marketing activities are executed in an increasingly sophisticated risk-management environment. Ensuring the risk factors which affect marketing – including price, credit, operational, and regulatory risks – are transparent and comprehensively managed remains a key priority, helping to maximise value for the Group. Throughout the year, in addition to progress against our levers, we made good progress on a number of enabling projects to improve our effectiveness and efficiency, and more importantly, set us up for future growth. These included improving our sales operation processes and supporting our IT systems globally. MANAGING OUR IMPACTS ON COMMUNITIES AND THE ENVIRONMENT As a responsible miner, our social and legal licences to operate stem largely from our ability to demonstrate compliance with permitting requirements, responsible environmental management and the equitable distribution of the economic value generated by our operations. Our aim is to have a net positive lasting impact on our host communities through forming mutually beneficial partnerships, as reflected in our vision: ‘partners in the future’. The principal environmental and social risks facing our business are associated with socio-economic development, water quality and security, climate change and extreme weather, and mine closure. We report extensively on our approach and performance related to these and other material sustainability issues in our Sustainability Report. For more information, visit http://www.angloamerican.com/investors/annual-reporting The Richards Bay Coal Terminal (23.2% interest held) achieved its best ever shipping performance in 2016, while export sales at Coal South Africa were the second highest ever recorded. 26 Anglo American plc Annual Report 2016MITIGATING ENVIRONMENTAL IMPACTS The past three years have shown a steady decline in the number of environmental incidents reported, indicating continued improvement in the management of environmental controls across operations. In both 2015 and 2016, no Level 4 or Level 5 incidents (high impact) were reported. During 2016, four Level 3 (medium impact) environmental incidents were reported that resulted in no lasting harm to the environment (2015: six Level 3). Water Water management is of great significance to our business activities, given that a large proportion of our current portfolio is located in regions with high levels of water risk. The water related challenges faced by our sites typically fall into three categories: water security; managing highly variable rainfall; and mitigating the impact of mining activities on water quality and the rights of other users. In line with International Council on Mining and Metals (ICMM) guidance, we have developed a new water management standard in partnership with our regional stakeholders, which has a more focused and structured approach to managing basin-wide water risks. We are working towards more ambitious water savings targets for 2020, which include reducing our absolute freshwater intake by 20% and recycling/re-using water for 75% of our water requirements. Water security across the Group has improved, with eight sites reporting water shortages during 2016, down from 11 sites in 2015. Continued drought conditions and water restrictions in South Africa and possible shortages in Minas Gerais State in Brazil, however, may increase water scarcity risk in the future. In South Africa, our Platinum business has started modelling water supply scenarios for the next 20 years for each of its water stressed operations, where there are rapidly growing demands for water to support agricultural, mining, industrial and domestic consumption. In Limpopo province, the business has developed a bulk-water strategy and infrastructure plan to safeguard long term water availability for its operations and surrounding communities. Since a high number of our assets are in southern Africa, we have developed a collaborative water strategy for the region, which will be launched in 2017. In Chile, our Los Bronces copper mine continues to mitigate water supply challenges by implementing technical solutions that promote water efficiency and water resilience. The site has reduced its water consumption by 20% from 0.69 m3/tonne of ore to around 0.54 m3/tonne. During 2016, additional technical solutions were identified that could reduce operational water consumption further. Water saving projects saved the Group a further 23 million m3 of water in 2016 (2015: 25 million m3). Anglo American’s total new-water consumption decreased by 14% from 222 million m3 in 2015 to 191 million m3 in 2016. The decrease was primarily due to divestments and efficiency measures. Total water consumed against business as usual 2012–2016 Million m3 250 200 150 100 50 0 2012 2013 2014 2015 2016 Water consumed in ongoing business Water consumed by divested businesses Water savings Climate change and energy In April 2016, the Board supported a special resolution proposed by a group of shareholders that was then passed by shareholders at the AGM, in support of strategic climate resilience for 2035 and beyond. The resolution was prepared by the ‘Aiming for A’ coalition of institutional investors, and seeks a step change in companies’ disclosure to investors on how they measure and manage climate change risks and opportunities to their businesses. Further information on our response to the resolution is available in the Anglo American Sustainability Report. Our climate change strategy is designed to safeguard the business and host communities against climate change risks, and to contribute to mitigating global greenhouse gas (GHG) emissions. We expect that climate change will affect our business in three principal ways: climate regulation and taxation will have a financial impact; demand for PGMs and copper – critical products in enabling alternative energy technologies – will increase, while demand for thermal coal will decrease over the long term; and the physical and social impacts of a changing climate may affect our operations and host communities. We anticipate a range of carbon pricing and offset/ incentive policies to emerge in all our operating geographies. Carbon pricing scenarios are factored into project investment decisions and climate change risk and adaptation assessments have been conducted at vulnerable operations. Progress on operational energy and carbon performance is driven through our energy- and carbon-management programme, ECO2MAN. In 2015, the Group set new reduction targets for 2020, including: 8% for energy and 22% for GHG emissions, with 2015 set as the base year. These were agreed in the context of capital constraints and market complexities and uncertainties, and are subject to divestments and significant business changes. 27 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT STRATEGIC IMPERATIVE DEVELOP CORE BUSINESS PROCESSES continued Total energy consumed against business as usual 2012–2016 Million GJ 140 120 100 80 60 40 20 0 2012 2013 2014 2015 2016 Energy consumed in ongoing business Energy consumed by divested businesses Energy savings Total GHG emissions against business as usual 2012–2016 Million tonnes CO2e 25 20 15 10 5 0 2012 2013 2014 2015 2016 GHGs emitted in ongoing business GHGs emitted by divested businesses GHGs savings In 2016, our ECO2MAN energy- and GHG-reduction programme prevented 4.5 million tonnes of CO2-equivalent (MtCO2e) emissions from entering the atmosphere. By year end, a total of 320 ECO2MAN and business improvement projects had accounted for estimated energy savings of 5.8 million GJ, representing energy cost savings of approximately $90 million. Performance is driven through the implementation of discrete projects that reduce energy and emissions intensity at the operations concerned. In 2016, Anglo American operations were responsible for 17.8 Mt CO2e (2015: 18.3 Mt CO2e). The Group’s total energy consumption was 105 million GJ (2015: 106 million GJ). Total energy used decreased slightly (1%), while GHG emissions fell by 3% when compared with 2015. A large increase in energy consumption at Barro Alto in Brazil following the furnaces’ rebuild (around 7 million GJ) was offset by lower consumption across most other businesses owing to divestments, efficiency measures and operational changes. The reduction in GHG emissions was a result of divestments, lower electricity emissions factors in Brazil and South Africa, and GHG mitigation projects. Tailings storage facilities Tailings storage facilities are classified as one of our top 10 major risks and are subject to a rigorous risk management programme. In February 2014, we began implementing a new mineral residue management technical standard, to be fully implemented by the end of 2017, for tailings and water retaining dams. Most businesses are phasing in the new standard and its requirements ahead of schedule. During 2016, we completed a comprehensive inventory of, and updated risk tables for, all the containment facilities in Anglo American (90 tailings storage facilities and 213 water containment structures). Critical controls at facilities are audited internally on a rotational basis and each of the businesses is addressing identified priority issues. External technical review panels are being established for our mineral residue facilities to undertake independent reviews, and are already in place at several of our operations. PARTNERS IN THE FUTURE As a major mining company, with the great majority of our operations in developing markets, we are committed to supporting our host governments to achieve social development goals. We endeavour to design and execute our projects according to the highest social standards, and to ensure our presence in host countries leaves a positive lasting legacy. Our drive to manage social impacts and enhance positive benefits to communities is influenced significantly by growing legal and regulatory requirements, as well as by evolving societal and stakeholder expectations. This has highlighted the growing strategic significance of environmental, social and governance issues, and emphasised the important business benefits in building trusted and constructive relationships across stakeholder groups. This is essential to effectively manage social risks, maintain and strengthen our socio-political licence to operate, and support business milestones to achieve our vision of becoming ‘partners in the future’. Managing our social impacts Inclusive stakeholder engagement underpins our approach to respecting human rights and to responding to legitimate stakeholder aspirations and concerns. Our Social Way defines Anglo American’s governing framework for social performance. It provides clear requirements for all Anglo American-managed sites to ensure that policies and systems are in place to engage with affected communities; to avoid, prevent and mitigate adverse social impacts; and to optimise development opportunities. Each site is assessed annually against the Social Way requirements and is required to implement an improvement plan for requirements that are not met in full; progress is monitored at executive level on a quarterly basis. 28 Anglo American plc Annual Report 2016 Our industry-leading Socio-Economic Assessment Toolbox (SEAT) is used to improve operations’ understanding of their positive and negative socio-economic effects, enhance stakeholder dialogue and the management of social issues, build our ability to support local socio- economic development, and foster greater transparency and accountability. Through our responsible sourcing programme, we aim to ensure that the goods and services we procure do not cause harm to individuals or the natural environment. Social instability leading to community unrest remains a particular challenge in South Africa, and particularly for our operations in Limpopo province. To address this, we continue to seek to engage and work collaboratively with employees, trade unions and the South African government, and with communities around our mines. We have placed a particular strategic focus on mitigating social conflict and promoting socio-economic development across Limpopo. Optimising the benefits of mining Our strategic focus is on improving the productivity of local markets and public institutions to support sustainable job creation and effective public service delivery. Our integrated approach is concentrated on promoting local and preferential procurement, enterprise development and workforce development, working with local institutions to strengthen their capacity, maximise the socio-economic benefits from our own infrastructure, and deliver social investment that supports those most in need. This approach is most advanced at our South American operations, where we believe that our leading socio- economic development initiatives are a driver of competitive advantage. This is recognised in the $2 million of grant funding secured from the Inter-American Development Bank to expand our integrated enterprise and supplier development programmes in the region. Our focus on leveraging our core business activities and skills in collaboration with expert partners, enables us to have a significantly greater positive impact on host communities at a much lower cost than conventional social investment-led approaches. Global expenditure by country South Africa Peru Chile Brazil Canada Namibia Botswana United Kingdom Rest of World Australia Total $ million 40.1 13.6 10.3 9.9 4.9 3.0 1.0 0.8 0.3 0.2 84.1 % 48 16 12 12 6 4 1 1 – – In 2016, 23% ($2.0 billion) of supplier expenditure was with host communities (2015: $1.8 billion, 17%), while our enterprise development programmes in Botswana, Brazil, Chile, South Africa and Peru supported 62,447 businesses and created/sustained 116,298 jobs. In 2016, Anglo American’s corporate social investment (CSI) expenditure in local communities, including by the Anglo American Chairman’s Fund and Zimele, totalled $84.1 million (2015: $124.1 million). This figure represents 2.5% of underlying EBIT, less underlying EBIT of associates and joint ventures. Responsible mine closure and divestment We design, plan and operate our mines with closure in mind, and plan for ‘post-closure’ long term sustainability in consultation with communities and other stakeholders. In doing so, we aim to reduce long term risks and liabilities to our business from an environmental and socio-economic perspective, and to ensure that we leave a positive legacy when our mines conclude their operational lives. Our Mine Closure Toolbox provides a structured approach to closure planning and management. It is aimed at ensuring that the full spectrum of opportunities, risks and liabilities is effectively identified, that plans are fully costed, and that financial provision is made for premature closure. When operations are divested or placed onto care and maintenance (C&M) there are impacts on employees, communities and the environment. Our aim is to divest businesses responsibly by ensuring that new owners are credible and ethical, that liabilities are fully transparent, and that our legal and other social and environmental commitments are honoured. Efforts around mitigating the effects of C&M focus on stakeholder engagement, mitigating job losses and wider social impacts, and ongoing environmental care and monitoring. Global expenditure by type Community development $ million 50.9 Education and training 15.0 Water and sanitation Health and welfare Other Sports, art, culture and heritage Institutional capacity development Environment Disaster and emergency relief Energy and climate change 5.3 5.1 3.0 2.2 1.8 0.6 0.1 0.1 Total 84.1 % 60 18 6 6 4 3 2 1 – – 29 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT STRATEGIC IMPERATIVE DELIVER A HIGH PERFORMANCE CULTURE We foster a high performance culture through building an organisation where our operations and functions are structured to maximise the effectiveness of the Anglo American Operating Model, resourcing the Group with capable people and designing reward structures that differentiate performance without compromising our values or the health and safety of our employees. HEADCOUNT(1) REDUCTION – DRIVEN MAINLY BY ASSET DISPOSALS CENTRE FOR EXPERIENTIAL LEARNING 32,500 REDUCTION IN RECORDABLE INJURY FREQUENCY RATE 24% REDUCTION IN OCCUPATIONAL DISEASES REPORTED 32% For more information See pages 31-33 Anglo American’s Centre for Experiential Learning (CEL) is a state of the art facility in Johannesburg, focused on embedding business improvement across the Group. The CEL delivers programmes comprised of business improvement processes, tools and techniques that aim to achieve stable and capable processes that reduce variability and waste; and in coaching and facilitation skills to improve project execution. The courses are designed to support the roll-out of Anglo American’s Operating Model and are aligned with technical and safety training initiatives to improve efficiency and effectiveness of individual and team development. Both areas of work play a vital role in the delivery of Anglo American’s strategy, helping to develop core business processes and deliver a high performance culture. Learning is achieved through experiential activities related to the particular improvement initiative the delegate is working on. Participants are expected to reflect on the activity, develop a theory and then conduct experiments to test the theory’s validity before attempting to initiate a solution, i.e. doing, reflecting, investigating, validating and then practising to enhance performance, with the assistance of an experienced business improvement coach. This approach provides employees with tangible skills and outcomes which can be effectively applied to real work processes and individual and team development. In 2016, the CEL continued to support the Group in the delivery of its strategy and development of our people. In total, business improvement training – including inter-personal skills and Operating Model training – was conducted with more than 1,500 employees. These employees attended more than 90 events, representing teams from across the business – in both functional and operational areas – totalling more than 3,000 training days. The focus for the CEL in 2017 will be to continue to support the roll-out of the Operating Model and collaborate with sites on leading business improvement practices. TO BE UPDATED PILLARS OF VALUE Safety and Health People For more on pillars of value and our KPIs See page 34 (1) Includes employees and contractors from subsidiaries and operations over which Anglo American has management control; it does not include independently managed operations, such as Cerrejón and Samancor. 30 Anglo American’s Centre for Experiential Learning in Johannesburg offers a unique adult-learning business environment designed to drive business improvement throughout the Group. Anglo American plc Annual Report 2016 MANAGING TALENT AND DEVELOPING SKILLS Building capability Equipping Anglo American with an engaged and productive workforce is essential for our success. In assessing capability, we consider technical skills and knowledge that have been acquired through experience and practice; mental processing ability; social process skills; and application (the degree of drive and commitment a person displays). We continue to invest in developing a pipeline of future talent. As part of that process, we provide development and training opportunities to our managers and workforce, which are vital in encouraging our people to grow in their work. We have a range of external and internal development programmes in use across the Group, investing more than $73 million on training in 2016. In an increasingly competitive market for skills, we continue to invest in developing a pipeline of future talent through our support of 2,700 graduates, bursars, apprentices and trainees. Anglo American has numerous initiatives focused on supporting education and development, from schools through to tertiary institutions, as well as programmes targeted at building skill and leadership capability. In South Africa, the 2016 South African Graduate Employers Association (SAGEA) survey recognised Anglo American as the Employer of Choice in the South African Mining Sector for the fifth consecutive year. Diversity Anglo American embraces diversity. We seek a workforce that represents the regions within which we operate and we provide opportunities for broader development within those regions. A diverse workforce brings greater diversity of thought to tackle the challenges we face. We continually develop our workforce so that we will have this diversity among our leaders of the future. By year end, women made up 18% of our overall workforce (2015: 18%) and 25% of managers (2015: 25%). In our South African operations, we continue to promote transformation. By year end, 62% of our management comprised historically disadvantaged South Africans (2015: 60%). Encouraging sound industrial relations Approximately 75% of our current permanent workforce is represented by works councils, trade unions or other similar bodies, and covered by collective bargaining agreements. We continue to seek to improve relations with our employees and their representative bodies, and have consulted widely with unions throughout our restructuring process. In total, in 2016, there were four instances of industrial action lasting longer than a week. As Anglo American’s portfolio evolves, we continue to create a leaner and more effective business that is built around strong, product-focused operating units, supported by functions that provide value-adding expert leadership, improve business performance and ensure effective governance. ORGANISATION DESIGN THAT ENHANCES BUSINESS PERFORMANCE During 2016, we continued the review of our organisation to structure work more effectively, establish clear accountabilities and authorities, and remove role duplication. The review has taken place in line with the principles of the Operating Model, which has been rolled out at nine of our operations. As we implement the Operating Model, we are adapting our operational structures in order to derive maximum benefit from its design. We are also reshaping our corporate functions to maximise the value of the relationships that exist between functions and operations, while reducing costs. The resultant design, known as the Functional Model, intends functions to become more cohesive, for their work to become more integrated and for functions to have a higher level of accountability for business outcomes. In practice, this means that, rather than having support staff based within, and supporting, individual business units or operations, each function is accountable for providing the Group with the most effective support and delivering it in the most cost-effective manner. This new Functional Model is delivering benefits through our ability to: • better promote the sharing of resources and the dissemination of best practice • bring consistency and the highest level of functional expertise to all business units and their operations • support the development and retention of highly capable people by creating career paths and opportunities that go beyond the boundaries of a single site or business unit. While the primary focus has been on designing our functions to maximise the value they can provide, the streamlining of the Group’s portfolio has also required the size of corporate structures and overheads to be reviewed to ensure they remain fit for purpose. At year end, Anglo American’s total headcount was 95,000, a reduction of 32,500 people from 2015. This was largely driven by the divestment of the Rustenburg platinum operations, the niobium and phosphates business, De Beers’ Kimberley Mines and the Foxleigh and Callide coal assets in Australia, in addition to staff reductions across the entire portfolio. The number of people working in indirect roles (that is, not directly involved in production) across the Group reduced from 11,500 to 8,700, as our support functions were rightsized in line with asset divestments. We will continue to review the size of our support structures as the portfolio evolves over time. 31 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT STRATEGIC IMPERATIVE DELIVER A HIGH PERFORMANCE CULTURE continued Supporting labour rights As expressed in our Human Rights Policy, and as signatories to the United Nations Global Compact, we are committed to the labour rights principles set out in the International Labour Organization core conventions, including the right to freedom of association and collective bargaining, the eradication of child and forced labour and non-discrimination. Observance of these rights is required of all our operations, irrespective of location, as well as for suppliers. REWARD STRUCTURES WHICH DIFFERENTIATE PERFORMANCE A high performance organisation hinges on strong leadership from line managers and a culture centred on rewarding successful business outcomes. It is critical that we provide appropriate remuneration to attract, retain and motivate the right calibre of employee, wherever we operate. We implement a performance management and remuneration framework that is designed to reward our people on the basis of their performance, giving equal emphasis to delivery and behaviour through short term incentives. Our structured performance management and appraisal process is geared to support a values-driven, high performance culture. Senior leaders within the organisation are incentivised with longer term awards which are provided upon meeting predetermined objectives that are in line with those of shareholders. In total, 15% of employees receive formal performance and development reviews. Code of conduct In 2016, Anglo American launched a new Code of Conduct, which encapsulates what we stand for as a company. While we focus on building a results-focused culture (the ‘what’), we will not be compromised on our values in doing this (the ‘how’). The Code of Conduct explains the boundaries within which we must work every day and brings together in one place our material ethical principles and policies. It has at its core our shared values, which describe how we must behave consistently to continue to earn the trust that gives us our licence to operate. EMPLOYEE SAFETY AND HEALTH Protecting the safety and health of employees and contractors at work is one of the most fundamental human rights issues facing Anglo American and other mining companies. While protecting our workforce from harm is a moral imperative for us, our focus on ‘zero harm’ also constitutes a direct investment in the productivity of the business. A safe and healthy workforce contributes to an engaged, motivated and productive workforce that prevents operational stoppages, and reduces potential legal liabilities. Ensuring a safe working environment The safety, health and well-being of our employees are a top priority and a core value at Anglo American. We strive to achieve our goal of zero harm by managing our activities in a way that eliminates incidents, minimises risk and promotes excellence in the performance of our operations. The Group’s safety performance is at the front end of the agenda at every Board meeting. Safety performance measures form part of the incentive-based remuneration for all senior executives. In 2016, we regret to report that 11 employees and contractors lost their lives in work-related activities at operations managed by Anglo American. Seven of the fatalities were at our Platinum operations in South Africa. Eleven fatalities represents a very disappointing increase compared with the six lives lost in 2015. Any loss of life is unacceptable and we remain unwavering in our commitment to achieving our vision of zero harm. Throughout 2016, we strengthened our control improvement programme by placing an emphasis on the effective management and use of critical controls. The programme is supported by the work management elements of our Operating Model. This work will continue during 2017, with the aim of achieving a consistent approach and standard across all our sites. Our ongoing focus on ensuring safety in the workplace was positively reflected by a 24% decrease in our total recordable case frequency rate, compared with 2015. While there was a decrease in the number of regulatory stoppages at Platinum, the extent of those was wider and resulted in an increase in production losses. For each incident resulting in loss of life or a critical injury, an independent investigation is conducted to understand the causes and remedial actions required. The lessons learnt from each are shared via our Group Learning from Incidents process and discussed at Board Sustainability Committee, executive and site management levels. Particular emphasis is placed on ensuring that actions relating to critical controls are implemented in a timely manner to prevent repeats. Our operations continue to increase and improve reporting of, and learning from, high potential incidents (HPIs) as a preventative tool to improve safety performance. This has now been extended to include high potential hazards, as this allows gaps or control failures to be identified, and addressed, before an incident occurs. Transportation, falls of ground, moving machinery and isolation/lock-out remain the main areas where HPIs occur. Our safety strategy and management approach is risk- based and concentrates on integrating safe working practices into every aspect of what we do. It is founded on three key principles: a mindset of zero harm; no repeats; and the application of simple, non-negotiable standards. During 2016, we added further impetus to critical control management and strengthening Visible Felt Leadership across the Group. These will remain priorities in 2017 and will be supported by additional programmes to further strengthen leadership and accountability for safety at every level. 32 Anglo American plc Annual Report 2016Promoting health and well-being Effective management of health risks protects our people, enhances productivity and is essential in minimising potential long term liabilities, as well as being critical in maintaining our licence to operate. Extending our health promotion activities to the broader community also supports our internal health drive in line with our values of care and respect In 2016, the number of employees reported to be working in environments with noise levels in excess of the eight-hour exposure limit of 85 dB(A) reduced considerably to 26,280 (2015: 40,869) following the divestment of Platinum’s Rustenburg mines. The number of employees reported to be working in environments where they were potentially at risk of exposure to inhalable hazards at levels in excess of the relevant occupational exposure limits also decreased to 3,705 (2015: 5,225). While we have intensive programmes in place to ensure that employees and contractors working in such environments are trained to use personal protective equipment, our focus is on addressing the source of occupational health risk. Our overall approach to occupational hygiene is aligned with the Anglo American Operational Risk Management (ORM) process, which requires that operations identify health risks, implement controls to mitigate those risks, monitor the effectiveness of controls, and learn from incidents in order to prevent repeats. We continue to focus on rolling out our health-critical control management process to facilitate proactive engineering and operational control solutions. Targets for the implementation of the ORM influence the performance-based remuneration of senior executives. In 2016, the number of reported health incidents, which signify failing controls of health-hazard management systems, decreased significantly across all levels, indicating good progress in health-hazard prevention and control measures. The number of new cases of occupational disease reported was 111 (2015: 163). The reduction in absolute numbers was largely a result of continuing progress towards eliminating noise-induced hearing loss. Anglo American has recorded no cases of silicosis owing to exposure at our operations since 2011. However, despite the significant year-on-year decrease last year, we continue to report cases of coal workers’ pneumoconiosis. Such cases are thoroughly investigated to better understand their causes, including the past and current occupational exposure profiles of those who become ill, as well as the potential sources of coal dust in the workplace. Our Coal business has set an objective with respect to exposure to coal dust of zero instances exceeding the permitted occupational exposure limit, and is introducing a number of initiatives in the year to help achieve this objective. Through the industry work group that was formed by Anglo American and other South African mining peers, we continue to address issues relating to compensation and medical care for occupational lung disease in the gold mining industry in South Africa. Total number of fatal injuries and fatal injury frequency rate 2012–2016 Fatalities 15 10 5 0 2013 2014 2015 2016 2012 FIFR Fatalities Lost time injuries, medical treatment cases and total recordable case frequency rate 2012–2016 FIFR 0.008 0.007 0.006 0.005 0.004 0.003 0.002 0.001 0 2,500 2,000 1,500 1,000 500 0 2012 2013 2014 2015 2016 Lost-time injuries Medical treatment cases TRCFR TRCFR 1.4 1.2 1.0 0.8 0.6 0.4 0.2 0 33 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT KEY PERFORMANCE INDICATORS KEY PERFORMANCE INDICATORS PILLARS OF VALUE KEY PERFORMANCE INDICATORS (KPIs)(1) Safety and Health To do no harm to our people. For more information, see Deliver a high performance culture on page 30 Work related fatal injury frequency rate (FIFR) FIFR is the number of employee or contractor fatal injuries due to all causes per 200,000 hours worked. New cases of occupational disease (NCOD) Number of new cases of occupational disease diagnosed among employees during the reporting period. Total recordable case frequency rate (TRCFR) TRCFR is the number of fatal injuries, lost time injuries and medical treatment cases for both employees and contractors per 200,000 hours worked. RESULTS AND TARGETS Environment To minimise our environmental footprint. For more information, see Develop core business processes on page 24 Energy consumption Measured in million gigajoules (GJ). Greenhouse gas (GHG) emissions Measured in million tonnes of CO2 equivalent emissions. Total new water consumed Total new water entering the operation which is used for the operation’s primary activities, measured in million m3. Level 3-5 environmental incidents Those environmental incidents that we consider to have prolonged impacts on the local environments. Energy consumption(2) Million GJ total energy used Target: 8% saving by 2020 vs. 2015 GHG emissions(2) Mt CO2 -equivalent Total new water consumed(2) Mm3 new water consumed Target: 22% saving by 2020 vs. 2015 Target: 20% saving by 2020 vs. 2015 Level 3-5 environmental incidents(2) Target: Year-on-year reduction 2016 2015 105 106 2016 2015 17.8 18.3 2016 2015 191 222 2016 2015 4 6 Socio-political To partner in the benefits of mining with local communities and governments. For more information, see Develop core business processes on page 24 Social Way Implementation Our Social Way defines Anglo American’s governing framework for social performance. Each operation’s compliance with the Social Way requirements is assessed annually, with every operation required to implement an improvement plan for those relevant requirements that are not met in full. Social Way assessment scores 2015–2016* 0% 1% 16% 33% Serious non- compliance Moderate non- compliance 51% 46% Compliant 26% 16% Good practice 7% 4% Best practice 2016 2015 * Social Way assessment scores for 2015 did not include De Beers’ joint venture operations in Namibia and Botswana; however, these sites have been included in the 2016 assessment scores. The 2015 and 2016 data does not include operations that were divested, closed, or for which sale agreements were concluded during the period. Sites targeted for divestment were granted exemptions on selected requirements; these requirements were not assessed during 2016. People To create sustainable, competitive advantage through capable people in an effective, performance-driven organisation. For more information, see Deliver a high performance culture on page 30 Production To sustainably deliver valuable product to our customers. For more information, see Group Financial Review on page 36 Voluntary labour turnover Number of permanent employee resignations as a percentage of total permanent employees. Gender diversity Percentage of women, and female managers, employed by the Group. Voluntary labour turnover(2) Gender diversity(2) Gender diversity(2) Women as a percentage of management Women as a percentage of total workforce South Africa transformation Percentage of management in South Africa comprised of historically disadvantaged South Africans (‘HDSAs’). 2016 2015 2.2% 1.9% 2016 2015 25% 25% 2016 2015 18% 18% Production volumes Production volumes for the year are discussed at a commodity level within each business unit section of the Annual Report (see pages 46-64). The Group production variance shown is based on copper equivalent production. Quarterly production figures are shown on page 194. Production change % change vs. 2015 Group (copper equivalent)(3) 2% Cost To be competitive by operating as efficiently as possible. For more information, see Group Financial Review on page 36 Unit costs of production◊ Unit costs of production are discussed at a commodity level within each business unit section of the annual report (see pages 46-64). The Group cost variance shown is based on copper equivalent unit cost of production. Other factors that impact costs across the Group are discussed in the Group Financial Review (see page 36). Financial To deliver sustainable returns for our shareholders. For more information, see Group Financial Review on page 36 Attributable ROCE◊ The return on adjusted capital employed attributable to equity shareholders of Anglo American. It excludes the portion of the return and capital employed attributable to non-controlling interests in operations where Anglo American has control but does not hold 100% of the equity. It is calculated as annualised underlying EBIT divided by adjusted capital employed. Underlying earnings per share◊ Underlying earnings are net profit attributable to equity shareholders, before special items and remeasurements. Attributable free cash flow◊ The cash flow generated from operations less total capital expenditure, cash tax paid, net interest, dividends paid to minority interests and dividends from associates and joint ventures. The metric also excludes the receipt of disposal proceeds and the payment of the plc dividend. (1) Detailed definitions and calculation methodology are given on pages 186-190. (2) The results and targets in the KPI table above include subsidiaries and joint operations over which Anglo American has management control. 34 (5)% De Beers Nickel 47% 0% Coal Platinum (produced ounces) 2% (8)% Kumba (19)% Copper Iron Ore Brazil 76% Group unit cost movements – US$ nominal basis % change vs. 2015 (9)% Group (copper equivalent)(3) (11)% Copper (7)% Coal – Australia and Canada (19)% De Beers (19)% Nickel (13)% Coal – South Africa (12)% Platinum (13)% Kumba Group attributable ROCE◊ Underlying EPS◊ Attributable free cash flow◊ 2016 2015 5% 11% 2016 2015 $0.64 $(982) million 2015 $1.72 2016 $2,562 million Anglo American plc Annual Report 2016 PILLARS OF VALUE KEY PERFORMANCE INDICATORS (KPIs)(1) Safety and Health To do no harm to our people. For more information, see Deliver a high performance culture on page 30 Work related fatal injury frequency rate (FIFR) FIFR is the number of employee or contractor fatal injuries due to all causes per 200,000 hours worked. New cases of occupational disease (NCOD) Number of new cases of occupational disease diagnosed among employees during the reporting period. Total recordable case frequency rate (TRCFR) TRCFR is the number of fatal injuries, lost time injuries and medical treatment cases for both employees and contractors per 200,000 hours worked. RESULTS AND TARGETS FIFR(2) Target: Zero fatal incidents TRCFR(2) Target: 10% year-on-year reduction The ultimate goal of zero harm remains NCOD(2) Target: Year-on-year reduction 2016 2015 11fatalities, 0.007 FIFR 6 fatalities, 0.004 FIFR 2016 2015 0.71 0.93 2016 2015 111 163 Environment To minimise our environmental footprint. For more information, see Develop core business processes on page 24 Energy consumption Measured in million gigajoules (GJ). Greenhouse gas (GHG) emissions Total new water consumed Total new water entering the operation which is used for the operation’s primary activities, measured in million m3. Measured in million tonnes of CO2 equivalent emissions. Level 3-5 environmental incidents Those environmental incidents that we consider to have prolonged impacts on the local environments. Energy consumption(2) Million GJ total energy used Target: 8% saving by 2020 vs. 2015 GHG emissions(2) Mt CO2 -equivalent Target: 22% saving by 2020 vs. 2015 Total new water consumed(2) Mm3 new water consumed Target: 20% saving by 2020 vs. 2015 Level 3-5 environmental incidents(2) Target: Year-on-year reduction 2016 2015 105 106 2016 2015 17.8 18.3 2016 2015 191 222 2016 2015 4 6 Socio-political Social Way Implementation To partner in the benefits of mining with local communities and governments. For more information, see Develop core business processes on page 24 Our Social Way defines Anglo American’s governing framework for social performance. Each operation’s compliance with the Social Way requirements is assessed annually, with every operation required to implement an improvement plan for those relevant requirements that are not met in full. Social Way assessment scores 2015–2016* 0% 1% 16% 33% Serious non- compliance Moderate non- compliance 51% 46% Compliant 26% 16% Good practice 7% 4% Best practice 2016 2015 * Social Way assessment scores for 2015 did not include De Beers’ joint venture operations in Namibia and Botswana; however, these sites have been included in the 2016 assessment scores. The 2015 and 2016 data does not include operations that were divested, closed, or for which sale agreements were concluded during the period. Sites targeted for divestment were granted exemptions on selected requirements; these requirements were not assessed during 2016. Voluntary labour turnover Number of permanent employee resignations as a percentage of total permanent employees. Gender diversity by the Group. Percentage of women, and female managers, employed Voluntary labour turnover(2) Gender diversity(2) Women as a percentage of management Gender diversity(2) Women as a percentage of total workforce South Africa transformation South Africa transformation – HDSAs as a percentage of management South Africa transformation Percentage of management in South Africa comprised of historically disadvantaged South Africans (‘HDSAs’). 2016 2015 2.2% 1.9% 2016 2015 25% 25% 2016 2015 18% 18% 2016 2015 62% 60% Production Production volumes Production volumes for the year are discussed at The Group production variance shown is based on copper a commodity level within each business unit section equivalent production. Quarterly production figures are of the Annual Report (see pages 46-64). shown on page 194. Production change % change vs. 2015 Group (copper equivalent)(3) 2% (19)% Copper Iron Ore Brazil 76% (5)% De Beers Nickel 47% 0% Coal Platinum (produced ounces) 2% (8)% Kumba Group unit cost movements – US$ nominal basis % change vs. 2015 (9)% Group (copper equivalent)(3) (11)% Copper (7)% Coal – Australia and Canada (19)% De Beers (19)% Nickel (13)% Coal – South Africa (12)% Platinum (13)% Kumba Group attributable ROCE◊ Underlying EPS◊ Attributable free cash flow◊ 2016 2015 5% 11% 2016 2015 $1.72 2016 $2,562 million $0.64 $(982) million 2015 (3) Copper equivalent is normalised for the sale of Anglo American Norte (Copper), Kimberley Mines (De Beers), the niobium and phosphates business, Foxleigh and Callide (Coal) and to reflect Snap Lake (De Beers) being placed onto care and maintenance, and the closure of Drayton (Coal). 35 People To create sustainable, competitive advantage through capable people in an effective, performance-driven organisation. For more information, see Deliver a high performance culture on page 30 To sustainably deliver valuable product to our customers. For more information, see Group Financial Review on page 36 Cost To be competitive by operating as efficiently as possible. For more information, see Group Financial Review on page 36 To deliver sustainable returns for our shareholders. For more information, see Group Financial Review on page 36 Unit costs of production◊ Unit costs of production are discussed at a commodity Other factors that impact costs across the Group are level within each business unit section of the annual discussed in the Group Financial Review (see page 36). report (see pages 46-64). The Group cost variance shown is based on copper equivalent unit cost of production. Financial Attributable ROCE◊ Underlying earnings per share◊ The return on adjusted capital employed attributable to Underlying earnings are net profit attributable to equity equity shareholders of Anglo American. It excludes the shareholders, before special items and remeasurements. portion of the return and capital employed attributable to non-controlling interests in operations where Anglo American has control but does not hold 100% of the equity. It is calculated as annualised underlying EBIT divided by adjusted capital employed. Attributable free cash flow◊ The cash flow generated from operations less total capital expenditure, cash tax paid, net interest, dividends paid to minority interests and dividends from associates and joint ventures. The metric also excludes the receipt of disposal proceeds and the payment of the plc dividend. Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT GROUP FINANCIAL REVIEW GROUP FINANCIAL REVIEW Operating profit of $1.7 billion increased by $5.8 billion (2015: $4.1 billion loss) while underlying EBITDA increased by 25% to $6.1 billion. Anglo American reported a profit for the financial year attributable to equity shareholders of $1.6 billion (2015: $5.6 billion loss) with underlying earnings of $2.2 billion (2015: $0.8 billion). Net debt decreased by $4.4 billion to $8.5 billion (2015: $12.9 billion). During 2016, the company did not pay a dividend (2015: $0.32 per share). Although average prices decreased by 3%, realised prices were comparable with 2015. Metallurgical coal and Kumba’s iron ore prices increased by 24% and 21%, respectively, but were offset by a 10% decrease in the average realised rough diamond price and an 8% decrease in the platinum US dollar basket price. Weaker producer country currencies favourably contributed to earnings ($0.7 billion impact), driven principally by a 15% weakening of the South African rand against the dollar. Higher sales volumes at De Beers, following a weaker 2015, materially benefited underlying EBITDA, as did the ramp-up at Grosvenor following the start of commercial production during the third quarter, and a strong plant performance at Collahuasi. This was partially offset by expected lower volumes at Kumba Iron Ore following the pit reconfiguration at Sishen, and lower volumes at Los Bronces owing to expected lower grades and the adverse weather conditions during the year. OPERATIONAL PERFORMANCE Overall, operational performance was maintained across the business. Total platinum production (metal in concentrate) was 2% higher, driven by a continued strong performance at Mogalakwena and Amandelbult in South Africa and at Unki in Zimbabwe. Rough diamond production decreased by 5%, reflecting the decision taken in 2015 to reduce production in response to prevailing trading conditions. In South Africa, iron ore production at Sishen decreased by 10%, in line with the mine’s lower-cost pit configuration. Production was affected by restructuring, as well as a higher number of rainfall and safety stoppages. Production in the second half showed considerable improvement as the benefits attributable to improved mining productivity, as well as access to low strip ratio ore and higher plant yields, started to be realised. In Chile, copper production at Los Bronces was 24% lower as the operation faced a number of challenges, driven by significantly lower expected grades, adverse weather conditions and illegal industrial action by contractor unions. In contrast, both Collahuasi and El Soldado had strong performances, with attributable production increasing by 11% and 31%, respectively, as a consequence of operational improvements and higher grades. Total production from Coal South Africa’s Export mines increased by 9% as a result of various 36 productivity improvement initiatives. Excluding the impact of divestments, Australian coal production decreased by 4% following cessation of production at Drayton. In total, four projects commenced or continued to ramp-up, or reached nameplate capacity during 2016. Iron ore production from Minas-Rio increased by 76% as the ramp-up progressed, while Grosvenor produced its first longwall metallurgical coal in May, seven months ahead of schedule, and entered commercial production during the third quarter. Gahcho Kué, a diamond project in Canada, was commissioned in August, and at Barro Alto in Brazil, the furnace rebuild was completed. Production at Barro Alto is now close to nameplate capacity, with nickel output increasing by 47% year-on-year. The Group achieved a favourable cost performance in 2016, primarily as a consequence of cost-reduction initiatives and the benefits of weaker producer country currencies. Unit cash costs at De Beers decreased by 19% as a result of cost savings, favourable exchange rate movements and a change in production mix following portfolio changes. Unit costs at Coal Australia decreased by 7%, following significant cost-reduction initiatives, particularly in the open cut operations, while on-mine local currency unit costs at Coal South Africa decreased by 2%, reflecting the benefit of increased production at the export mines, driven by productivity improvements across all operations. At Copper, unit costs decreased by 11%, reflecting cost-reduction initiatives and benefits resulting from the divestment of Anglo American Norte; these more than compensated for the effects of lower output. FOB cash costs at Kumba were 13% lower. This was attributable to savings in operating costs, mainly from the reduced mining profile at Sishen mine following restructuring, as well as productivity gains in mining and processing operations, and the benefit of the weaker South African rand. At Platinum, unit costs also decreased by 12%, owing mainly to a weaker South African rand and cost containment. Nickel unit costs declined by 19%, chiefly attributable to increased production volumes from Barro Alto, as well as favourable exchange rates and lower energy and consumable costs. Underlying EBITDA◊ reconciliation 2015 to 2016 $ million 2015 Underlying EBITDA◊ Price Foreign exchange Inflation Volume Cost Platinum non-cash inventory adjustment Net cost and volume improvements Other 2016 Underlying EBITDA◊ 4,854 (79) 694 (578) 1,465 (281) 6,075 433 1,175 (143) Anglo American plc Annual Report 2016INCOME STATEMENT Profit/(loss) for the financial year attributable to equity shareholders of the Company Profit for the financial year attributable to equity shareholders of the Company was $1.6 billion, compared with a loss of $5.6 billion in 2015. Underlying earnings Group underlying earnings increased by 167% to $2.2 billion (2015: $0.8 billion). Underlying EBITDA Group underlying EBITDA increased by 25% to $6.1 billion (2015: $4.9 billion). Underlying earnings◊ $ million De Beers Platinum Copper Nickel Niobium and Phosphates Iron Ore and Manganese Coal Corporate and other Total Underlying EBITDA◊ $ million De Beers Platinum Copper Nickel Niobium and Phosphates Iron Ore and Manganese Coal Corporate and other Total Year ended 31 Dec 2016 Year ended 31 Dec 2015 1,406 532 903 57 118 1,536 1,646 (123) 6,075 990 718 942 (3) 146 1,026 1,046 (11) 4,854 Year ended 31 Dec 2016 Depreciation and amortisation Net finance costs and income tax expense Non- controlling interests Underlying earnings◊ (387) (347) (642) (72) (39) (261) (534) (27) (242) (101) (9) (42) (1) (304) (183) (236) (110) (19) 102 – – (405) (16) 10 667 65 354 (57) 78 566 913 (376) Underlying EBITDA◊ 1,406 532 903 57 118 1,536 1,646 (123) 6,075 (2,309) (1,118) (438) 2,210 Reconciliation to underlying earnings from profit/(loss) for the financial year attributable to equity shareholders of the Company $ million Profit/(loss) for the financial year attributable to equity shareholders of the Company Operating special items Operating remeasurements Non-operating special items Financing special items and remeasurements Special items and remeasurements tax Non-controlling interests on special items and remeasurements Share of associates’ and joint ventures’ special items and remeasurements Underlying earnings◊ Underlying earnings per share◊ ($) Earnings per share ($) Year ended 31 Dec 2016 Year ended 31 Dec 2015 1,594 1,632 33 (1,203) 314 (44) (109) (7) 2,210 1.72 1.24 (5,624) 5,972 178 1,278 (615) (47) (584) 269 827 0.64 (4.36) 37 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT GROUP FINANCIAL REVIEW GROUP FINANCIAL REVIEW continued Net debt◊ $ million Opening net debt◊ Underlying EBITDA◊ from subsidiaries and joint operations(1) Working capital movements Other cash flows from operations Cash flows from operations Capital expenditure◊ Cash tax paid(2) Dividends from associates, joint ventures and financial asset investments Net interest(3) Dividends paid to non-controlling interests Attributable free cash flow◊ Dividends paid to Company shareholders Disposals (net proceeds)(2) Other net debt movements Total movement in net debt◊ Closing net debt(4)◊ 2016 (12,901) 2015 (12,871) 5,469 391 (22) 5,838 (2,387) (465) 172 (581) (15) 2,562 – 1,619 233 4,419 25 (204) 4,240 (4,177) (596) 333 (540) (242) (982) (1,078) 1,745 285 4,414 (8,487) (30) (12,901) (1) EBITDA is operating profit before depreciation, amortisation, special items and remeasurements. (2) Excludes tax payments of $146 million (2015: nil), relating to 2016 disposals which are shown as part of net disposal proceeds. (3) Includes cash inflows of $89 million (2015: $169 million), relating to interest payments on derivatives hedging net debt, which are included in cash flows from derivatives related to financing activities. (4) Net debt excludes the own credit risk fair value adjustment on derivatives of $73 million (2015: $555 million). Net finance costs Net finance costs, before special items and remeasurements, excluding associates and joint ventures, were $209 million (2015: $458 million). The decrease was driven by a net foreign exchange gain on cash and borrowings of $84 million (2015: $180 million loss) principally due to a strengthening in the Brazilian real and South African rand during the year. For further details on net finance costs, see note 7 to the Consolidated financial statements on page 130. Tax The underlying effective tax rate◊ was 24.6% (2015: 31.0%). The decreased rate in 2016 was due to a benefit received in relation to the reassessment of withholding tax provisions, including in respect of Chile (4.7%), and the utilisation of losses and similar tax attributes not previously recognised, primarily in Australia (3.9%), partially offset by the impact of enhanced tax depreciation, primarily in Chile (2.5%), and other items, including prior year adjustments (0.7%). For further details on the effective tax rate, see note 8 to the Consolidated financial statements on page 131. The tax charge for the year, before special items and remeasurements, was $742 million (2015: $435 million). Special items and remeasurements Special items and remeasurements include impairment charges of $1.5 billion relating to Coal and Copper, gains on the disposals of Callide ($0.6 billion) and the niobium and phosphates business ($0.5 billion), and a provision in respect of a tax matter in Kumba ($0.1 billion). Full details of the special items and remeasurements recorded in the year are included in note 6 to the Consolidated financial statements on pages 128-129. ROCE◊ ROCE increased to 11% in 2016 (2015: 5%), primarily as a consequence of higher sales volumes at De Beers, the ramp-up of production at Grosvenor mine in Australia and ongoing delivery of cost savings across the portfolio. The Group also benefited from weaker producer country currencies. Average attributable capital employed was lower at $27.4 billion (2015: $32.6 billion) owing to ongoing asset depreciation and a number of asset divestments completed in the year, and selected asset impairments taken in the first half of 2016. This was partially offset by ongoing capital expenditure. ROCE is the primary return measure used in the Group and is a significant Alternative Performance Measure (APM) used across the business. A full description of the measure is available on page 189 of this Annual Report. 38 Anglo American plc Annual Report 2016Attributable free cash flow Attributable free cash flow increased by $3.5 billion to an inflow of $2.6 billion (2015: outflow of $1.0 billion). The improvement was driven by an increase in cash flows from operations of $1.6 billion and a $1.8 billion reduction in capital expenditure to $2.4 billion (2015: $4.2 billion). The reduction in capital expenditure was driven by a 50% decline in expansionary capital expenditure, chiefly as a result of the ramp-up of the Minas-Rio iron ore operation in Brazil and the Grosvenor metallurgical coal operation in Australia, and a 25% decrease in stay-in-business expenditure as a result of lower expenditure at Kumba Iron Ore, De Beers and Coal. A full reconciliation is shown in note 22 to the Consolidated financial statements on page 142. For more detail on our capital expenditure programme, see pages 22-23. LIQUIDITY AND FUNDING At 31 December 2016, the Group had undrawn committed bank facilities of $9.7 billion and cash of $6.0 billion. The Group’s liquidity position was maintained in the year, while gross debt, including related derivatives, decreased by $5.3 billion to $14.5 billion (2015: $19.8 billion) primarily owing to a $1.8 billion bond buyback transaction, the full repayment of BNDES loans in Brazil ($1.7 billion, including related derivatives) and $1.4 billion of bond maturities. In January 2017, the Group retired the $1.05 billion Club facility which was entered into in 2016 in the context of the bond buyback transaction. The Group’s forecasts and projections, taking account of reasonable possible changes in trading performance, indicate the Group’s ability to operate within the level of its current facilities. The Group has certain financial covenants in place in relation to external debt which are not expected to be breached in the foreseeable future. BALANCE SHEET Net assets of the Group increased by $3.0 billion to $24.3 billion (2015: $21.3 billion). This reflected the reduction in net debt and foreign exchange gains relating to operations with Australian dollar and South African rand functional currencies. These factors were partially offset by the impairment of Coal and Copper operations and the impact of disposals. Capital expenditure◊ of $2.4 billion was largely offset by depreciation. NET DEBT Net debt (including related hedges) of $8.5 billion was $4.4 billion lower than at 31 December 2015, representing gearing of 25.9% (2015: 37.7%). Net debt is made up of cash and cash equivalents of $6.0 billion (2015: $6.9 billion) and gross debt, including related derivatives, of $14.5 billion (2015: $19.8 billion). The reduction in net debt was driven by strong operating cash inflows, a decrease in capital expenditure and proceeds from disposals. Anglo American received gross proceeds from disposals of $1.8 billion(1) (2015: $1.7 billion), primarily from the sale of the niobium and phosphates business, which contributed $1.5 billion, and the sale of its 9.7% stake in Exxaro Resources, contributing $0.2 billion. The post-tax proceeds on disposals was $1.6 billion (2015: $1.7 billion). CASH FLOW Cash flows from operations Cash flows from operations increased by $1.6 billion to $5.8 billion (2015: $4.2 billion). The 25% increase in underlying EBITDA was supported by a focus on cost savings, an increase in sales volumes at De Beers, and weakening foreign exchange rates. Cash inflows on operating working capital were $0.4 billion (2015: inflows of $25 million), primarily reflecting a reduction in inventories at De Beers of $0.3 billion and an increase in operating payables at Platinum of $0.4 billion, half of which relates to a key customer advancing pre-payment for future guaranteed delivery of metal, with the remainder due to an increase in purchase of concentrate following the sale of Rustenburg. These inflows were offset by an increase in operating receivables of $0.4 billion, driven by higher prices in Coal and Iron Ore and Manganese. (1) Proceeds from disposals of $1.8 billion were received in 2016. Total nominal cash inflows are expected to reach $2.0 billion over time, subject to prices. 39 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT MANAGING RISK EFFECTIVELY MANAGING RISK EFFECTIVELY Anglo American recognises that risk is inherent in all its business activities. Our risks can have a financial, operational or reputational impact. The volatility in commodity markets over the past few years provides a good illustration of risk inherent in our business. As understanding our risks and developing appropriate responses are critical to our future success, we are committed to an effective, robust system of risk identification, and an effective response to such risks, in order to support the achievement of our objectives. HOW DOES RISK RELATE TO OUR STRATEGIC ELEMENTS? Risks can arise from events outside of our control or from operational matters. Each of the risks described on the following pages can have an impact on our ability to achieve our strategic elements: • Where we compete: optimising and streamlining our portfolio • How we win: maximising our performance • Critical core skills: creating a capable organisation. Anglo American’s assessment of strategic, operational, project and sustainable development related risks 4 1 3 2 40 Byron Grote Chairman, Audit Committee VIABILITY STATEMENT Context An understanding of our business model and strategy is key to assessment of our prospects. Our ambition is to create a resilient business that delivers robust profitability and sustainable, positive cash flows through the cycle. Details of our business model are provided on pages 9-11. While the mining industry has seen some recovery from the sharp decreases in commodity prices in 2015 and early 2016, current geopolitical and macro-economic uncertainties are expected to cause continued commodity price volatility. Such volatility is further exacerbated in a commodity pricing environment that is now almost entirely spot priced, compared to the quarterly and longer term contract pricing mechanisms that used to be the norm, and with the accompanying very significant non-physical trading activity. Against that background, the Board has low appetite for risk in major new projects and investments unless they are world class orebodies with competitive cost positions and long reserve lives. New greenfield projects are likely to be syndicated with other investors to reduce our risk profile and capital requirements. The assessment process and key assumptions Assessment of the Group’s prospects is based upon the Group’s strategy, its financial plan and principal risks. The Group’s strategy during 2016 has focused on improving cash flow generation and executing selective asset disposals to strengthen the balance sheet and focus our portfolio to create sustainable value. 1. Identifying risks A robust methodology is used to identify key risks across the Group; at business units, operations and projects. This is being applied consistently through the development and ongoing implementation of a Group integrated risk management framework and associated guidelines. 2. Analysing risks and controls to manage identified risks Once identified, the process will evaluate identified risks to establish root causes, financial and non-financial impacts, and likelihood of occurrence. Consideration of risk treatments is taken into account to enable the creation of a prioritised register and in determining which of the risks should be considered as a principal risk. 3. Determining management actions required The effectiveness and adequacy of controls are assessed. If additional controls are required, these will be identified and responsibilities assigned. 4. Reporting and monitoring Management is responsible for monitoring progress of actions to mitigate key risks and to determine if any such risk falls outside the limits of our risk appetite. Management is supported through the Group’s internal audit programme, which evaluates the design and effectiveness of controls. The risk management process is continuous; key risks are reported to the Audit Committee, with sustainability risks also being reported to the Sustainability Committee. Anglo American plc Annual Report 2016CATASTROPHIC RISKS We also face certain risks that we deem catastrophic risks. These are very high severity, very low likelihood events that could result in multiple fatalities or injuries, an unplanned fundamental change to strategy or the way we operate, and have significant financial consequences. We do not consider likelihood when assessing these risks as the potential impacts mean these risks must be treated as a priority. Catastrophic risks are included as principal risks. Catastrophic risks 9-12 on pages 44-45 RISK APPETITE We define risk appetite as ‘the nature and extent of risk Anglo American is willing to accept in relation to the pursuit of its objectives’. We look at risk appetite from the context of severity of the consequences should the risk materialise, any relevant internal or external factors influencing the risk, and the status of management actions to mitigate the risk. A scale is used to help determine the limit of appetite for each risk, recognising that risk appetite will change over time. If a risk exceeds appetite, it will threaten the achievement of objectives and may require a change to strategy. Risks that are approaching the limit of the Group’s risk appetite may require management actions to be accelerated or enhanced in order to ensure the risks remain within appetite levels. Further details on the risk management and internal control systems and the review of their effectiveness are provided on pages 82-83 SUMMARY Our risk profile has changed during the course of 2016, as the external economic and political environment has evolved and progress has been made in the mitigation of our risks. We no longer consider ‘Organisation change’ and ‘Portfolio restructuring’ as principal risks, but we have added ‘Future demand for diamonds’, ‘Future demand for platinum group metals (PGMs)’ and ‘Delivery of cash targets’ as new principal risks. A financial forecast covering the next three years is prepared based on the context of the strategic plan and is reviewed on a regular basis to reflect changes in circumstances. The financial forecast is based on a number of key assumptions, the most important of which include commodity prices and foreign exchange rates. The principal risks are those that we believe could prevent the Group from delivering its strategic objectives. A number of these risks are deemed catastrophic to the Group’s prospects and have been considered as part of the Group’s viability. Assessment of viability The assessment of the Group’s prospects have been made with reference to the Group’s current position and expected performance over a three year period, using budgeted commodity prices and foreign exchange rates. Financial performance and cash flows have then been subjected to stress and sensitivity analysis over the three year period using a range of severe but plausible scenarios. The scenarios tested include: • Commodity price reductions of 10% from budget prices over three years with no offsetting foreign exchange rate improvement • Operational incidents that have a significant impact on production at key sites in the Group • Technology developments impacting demand for diamonds • Our ability to supply products due to infrastructure constraints • Failure to achieve budgeted level of financial performance due to cost inflation and interest expense increases. Viability statement The directors confirm they have a reasonable expectation that the Group will continue in operation and meet its liabilities as they fall due for the next three years. This period has been selected for the following reasons: • The Group’s strategy and budgeting process is aligned with a three-year view • The volatility in commodity markets in recent years makes confidence in a longer assessment of prospects highly challenging • The Group will be managing the reduction of net debt over this period. PRINCIPAL RISKS We define a principal risk as a risk or combination of risks that would threaten the business model, future performance, solvency or liquidity of Anglo American. In addition to these principal risks, we continue to be exposed to other risks related to currency, inflation, information and cyber security, community relations, environment, infrastructure and human resources. These risks are subject to our normal procedures to identify, implement and oversee appropriate mitigation actions. Principal risks 1-8 on pages 42-44 41 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT MANAGING RISK EFFECTIVELY MANAGING RISK EFFECTIVELY continued This risk has decreased since 2015 Risk appetite: Operating within the limits of our appetite. Commentary: The target of reducing net debt to below $10 billion by the end of 2016 was achieved, which has improved our resilience to this risk. 1. COMMODITY PRICES Pillars of value: Global macro-economic conditions leading to sustained low commodity prices and/or volatility. Root cause: The most significant factors contributing to this risk at present are a continued slowdown in growth in China and other emerging markets, low growth rates in developed economies and an oversupply of commodities into the market. Other factors such as weak regional economies, fiscal crises and conflict can also influence the economic environment and contribute to weak commodity prices. Impact: Low commodity prices can result in lower levels of cash flow, profitability and valuation. Debt costs may rise owing to rating agency downgrades and the possibility of restricted access to funding. The Group may be unable to complete its divestment programme within the desired timescales or achieve expected values. The capacity to invest in growth projects is constrained during periods of low commodity prices – which may, in turn, affect future performance. Mitigation: High levels of liquidity will be maintained during the current cycle. An organisation change programme incorporating cost reductions has been implemented, while the roll-out of the Operating Model, reductions in capital expenditure and the divestment of certain assets for value are continuing. The Board regularly monitors progress of these actions. This risk has reduced over the course of 2016, owing to improving commodity prices and progress in implementing management actions. 2. POLITICAL AND REGULATORY Pillars of value: No change in risk Uncertainty and adverse changes to mining industry regulation, legislation or tax rates can occur in any country in which we operate. Root cause: The Group has no control over political acts or changes in local tax rates. Our licence to operate through mining rights is dependent on a number of factors, including compliance with regulations. Risk appetite: Operating within the limits of our appetite. Commentary: Current global economic conditions have a significant impact on countries whose economies are exposed to the downturn in commodities, placing greater pressure on governments to find alternative means of raising revenues, and increase the risk of social and labour unrest. These factors could increase the political risks faced by the Group. Impact: Uncertainty over future business conditions leads to a lack of confidence in making investment decisions, which can influence future financial performance. Increased costs can be incurred through additional regulations or resource taxes, while the ability to execute strategic initiatives that reduce costs or divest assets may also be restricted, all of which may reduce profitability and affect future performance. Political stability can also result in civil unrest or nullification of existing agreements, mining permits or leases. These may adversely affect the Group’s operations or performance of those operations. Mitigation: Anglo American has an active engagement strategy with the governments and regulators within the countries in which we operate or plan to operate. We assess portfolio capital investments against political risks and avoid or minimise exposure to jurisdictions with unacceptable risk levels. We actively monitor regulatory and political developments on a continuous basis. PILLARS OF VALUE: Safety and Health Environment Socio-political People 42 Production Cost Financial Anglo American plc Annual Report 2016 3. FUTURE DEMAND FOR DIAMONDS Pillars of value: A new principal risk Demand for diamonds reduces as a result of developments in the synthetic industry. Root cause: Technological developments are making the production of man-made gem synthetics commercially viable and there are increased distribution sources. The marketing of synthetics seeks to place them as being environmentally or socially superior. Impact: Potential loss of polished and rough diamond sales leading to a negative impact on revenue, cash flow, profitability and value. Mitigation: De Beers has a mitigation strategy based on a number of measures, including differentiation of diamonds from synthetics, and the technology to detect all synthetics. Risk appetite: Operating within the limits of our appetite. Commentary: This is a new principal risk. 4. FUTURE DEMAND FOR PGMs Pillars of value: A new principal risk Demand for PGMs is impacted by fundamental shifts in market forces. Impact: A negative impact on revenue, cash flow, profitability and valuation. Risk appetite: Operating within the limits of our appetite. Root cause: Future demand is at risk from declining combustion engine manufacturing and a switch to battery operated vehicles instead of fuel cell electric vehicles, which continue to use higher volumes of PGMs. Mitigation: Anglo American Platinum has a strategy to grow PGMs demand in industrial and jewellery sectors through marketing and investment initiatives in research, product development and market development opportunities. Commentary: While this is a new principal risk, we see this as a longer term threat to the business. 5. MINAS-RIO Pillars of value: No change in risk Delay in obtaining the operating licence extension. Root cause: Increased regulatory scrutiny for the licence extension can be expected as a result of a major tailings dam incident involving loss of life at a competitor facility in Brazil in 2015. There is also the continuing need to manage community issues. This may delay completion of the civil works associated with the mine’s development, while delays in obtaining licences would cause operational constraints. The licence process is complex, with multiple stakeholders involved in the approval process at federal, state and local community levels. Impact: Inability to achieve planned production and revenues and/or reductions in the cost of production. This may also result in loss of investor confidence and reputational damage. Mitigation: A comprehensive stakeholder engagement plan is in place to manage the licence extension and actions are being taken to address the ramp-up risks identified. Risk appetite: Operating within the limits of our appetite. Commentary: An extension to the operating licence has been granted which takes projected production to the second half of 2018. The process to obtain the Step 3 licences to allow the mine to reach its nameplate capacity of 26.5 Mtpa (wet basis) has also started and is expected to be secured in late 2018. 43 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT MANAGING RISK EFFECTIVELY MANAGING RISK EFFECTIVELY continued 6. SOUTH AFRICA POWER Pillars of value: No change in risk Electricity supply not able to meet the country’s demands, leading to unplanned outages and failure of the national grid. Root cause: Anglo American is a significant consumer of power owing to the extent of our operations in South Africa. The risk is created through lack of investment in generating capacity due to funding challenges and a maintenance backlog in some generating facilities, leading to unplanned outages. Impact: Unplanned and short-notice power supply outages can lead to production shortfalls, with a negative effect on revenue, costs and productivity. There are potential safety implications, particularly for underground mines and process activities. Loss of critical computing systems can interrupt normal business activities. Mitigation: A central electricity monitoring system enables measurement and analysis of site level power consumption. Business units have emergency generation capability for deep-level shafts and procedures are in place to minimise disruption. Regular interactions are held with management of the state-owned power supplier to understand operational challenges. Risk appetite: Operating within the limits of our appetite. Commentary: Reduced industrial demand has improved the position, but new generation capacity has not yet been delivered to the extent required. A complete failure of the national grid is considered to be a very low likelihood event. 7. DELIVERY OF CASH TARGETS Pillars of value: A new principal risk Inability to deliver the EBIT improvement targets of $1 billion in 2017. Impact: Inability to deliver required levels of cash flow and loss of investor confidence. Risk appetite: Operating within the limits of our appetite. Root cause: Unplanned and unexpected operational issues will affect delivery of the target. Delivery will require the support of joint venture partners for non-wholly-owned operations. Mitigation: A number of initiatives are under way and regular tracking and monitoring mechanisms are in place. Implementation of our Operating Model is one of the key initiatives that mitigates this risk. Commentary: This is a new principal risk for 2016. 8. SAFETY Pillars of value: Failure to deliver a sustained improvement in safety performance. Root cause: Inability to deliver a sustained improvement in safety performance will result from management interventions and training initiatives failing to translate into behavioural change by all employees and contractors. Non-compliance with critical controls is a common failure in safety incidents. Impact: Loss of life, workplace injuries and safety-related stoppages all immediately affect production, while, over the longer term, such factors are also a threat to our licence to operate. Mitigation: A continued, relentless focus on safety improvement and safety risk management is adopted by executive management. Operating standards and guidelines are in place to mitigate safety risk, supported by a robust risk management and risk assurance processes. This risk has increased since 2015 Risk appetite: Operating within the limits of our appetite. Commentary: During 2016 there were 11 fatalities compared with six in 2015. Although the total recordable case frequency rate (TRCFR) reduced from 0.93 to 0.71 per 200,000 hours worked, management has increased the risk rating to ensure an appropriate response to the increase in fatalities. 9. TAILINGS DAM FAILURE Pillars of value: No change in risk A release of waste material leading to loss of life, injuries, environmental damage, reputational damage, financial costs and production impacts. Root cause: Tailings dam failures can result from over-topping, poor operating practices, instability of pit slopes, inadequate design and construction, or seismic events. Risk appetite: Operating within the limits of our appetite. Commentary: Tailings dam failure is considered a catastrophic risk – i.e. a very high severity but very low frequency event that must be treated with the highest priority. Impact: Potential for multiple fatalities and injuries, at the mine site and in local communities, long term environmental damage, significant reputational damage and loss of licence to operate. The financial impact associated with clean-up costs and legal liability claims could be substantial. Mitigation: Anglo American employs technical standards that provide minimum design criteria and operational performance requirements; all of which are regularly inspected by technical experts. Assurance work is conducted to monitor the controls associated with management of tailings dam facilities. 44 Anglo American plc Annual Report 2016 10. SLOPE WALL FAILURE Pillars of value: No change in risk A sudden and unexpected failure of a slope causing landslides and inrush to pit or other asset (such as a pipeline), leading to loss of life, injuries, environmental damage, reputational damage, financial costs and production impacts. Root cause: Slope wall failure can result from inadequate design, unexpected adverse geological conditions, shortcomings in the mining process, or natural events such as seismic activity or excessive rainfall. Impact: Potential for multiple fatalities or injuries, significant production impact and damage to assets. Financial costs associated with recovery and legal claims may be extensive. Regulatory issues may result and community relations may be affected. Mitigation: Technical standards exist that provide minimum criteria for slope stability design and operation. Monitoring of slope movement is conducted at all open pit operations. Inspections and training and awareness programmes are provided by technical experts, and assurance work is conducted to assess the effectiveness of controls. Risk appetite: Operating within the limits of our appetite. Commentary: Slope wall failure is considered a catastrophic risk – i.e. a very high severity but very low frequency event that must be treated with the highest priority. 11. MINESHAFT FAILURE Pillars of value: No change in risk A sudden and unexpected failure of a mineshaft. Root cause: Mineshaft failure can occur as a result of rope failure, fire and explosion in a shaft, flooding, power failure, mud rush, conveyance failure or structural failure. Impact: Multiple fatalities and injuries, damage to assets, production loss and reputational damage. Financial costs associated with recovery and liability claims may be significant. Mitigation: Technical standards exist that provide minimum criteria for mineshaft management. Inspections are carried out by technical experts and assurance work is conducted to assess the effectiveness of controls. Risk appetite: Operating within the limits of our appetite. Commentary: Mineshaft failure is considered a catastrophic risk – i.e. a very high severity but very low frequency event that must be treated with the highest priority. The sale of the Rustenburg operations has reduced the number of vertical shafts in the Group and the exposure to this risk. 12. FIRE AND/OR EXPLOSION Pillars of value: No change in risk Fire and explosion risks are present at all mining operations, and processing facilities such as smelters and refineries, in our Platinum, Copper and Nickel businesses. Impact: Multiple fatalities and injuries, damage to assets, loss of production, reputation damage and loss of licence to operate. Financial costs associated with recovery and liability claims may be significant. Root cause: The combined presence of fuel, heat and oxygen, as well as conditions that can lead to the concentration and confinement of these elements, can cause an explosion – including gas, coal dust (particularly in underground mines), sulphide dust or furnace gas explosions. Mitigation: Technical standards exist that provide minimum criteria for prevention of underground explosions and fire. Inspections are carried out by technical experts and assurance work is conducted to assess the effectiveness of controls. Third-party reviews of fire risk are conducted at each location where significant risk is present. Risk appetite: Operating within the limits of our appetite. Commentary: Fire and explosion is considered a catastrophic risk – i.e. a very high severity but very low frequency event that must be treated with the highest priority. PILLARS OF VALUE: Safety and Health Environment Socio-political People Production Cost Financial 45 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT DE BEERS DE BEERS Bruce Cleaver CEO – De Beers Group Anglo American owns 85% of De Beers, the world’s leading diamond company. The balance of 15% of De Beers is owned by the Government of the Republic of Botswana. De Beers operates across all key parts of the diamond value chain, including exploration, production, sorting, valuing and selling of rough diamonds, and the marketing and retailing of polished diamond jewellery. CANADA HIGHLIGHTS 2 1 30% REVENUE GROWTH $6.1 billion 19% REDUCTION IN UNIT COSTS◊ $67/carat 1 Victor 2 Gahcho Kué SOUTH AFRICA 1 Voorspoed 2 Venetia BOTSWANA & NAMIBIA BOTSWANA 1 Jwaneng 2 Orapa(1) 3 Damtshaa(1) 4 Letlhakane(1) NAMIBIA 5 Namdeb 6 Debmarine Namibia 5 (1) Orapa, Damtshaa and Letlhakane are managed as one operation, the ‘Orapa regime’. Damtshaa was placed onto temporary care and maintenance in January 2016. Namdeb includes Elizabeth Bay, Midwater, Mining Area 1 and Orange River operations. 6 46 14% INCREASE IN NUMBER OF FOREVERMARK™ DOORS(1) 2,010 doors (1) Forevermark™ is a trademark of the De Beers Group of Companies. STRATEGIC FOCUS • Gahcho Kué diamond mine commissioned in August 2016. • Venetia Underground continues to progress, and is expected to become the mine’s principal source of ore from 2023. • Jwaneng’s Cut-8 is expected to become the mine’s main source of ore in 2018. • Snap Lake placed onto extended care and maintenance; the underground workings are being flooded to preserve the orebody. • Sale of Kimberley Mines completed in January 2016. 2 1 • Enhanced marketing, both Forevermark™ and generic, including in partnership with Diamond Producers Association. 4 3 2 1 Debmarine Namibia’s new diamond-sampling vessel, the SS Nujoma, is scheduled to commence operations off the Namibian coast during 2017. Featured is the vessel soon after its launch in Norway in January 2016. Anglo American plc Annual Report 2016Key performance indicators(1) De Beers Prior year Debswana Prior year Namdeb Holdings Prior year South Africa Prior year Canada Prior year Trading Prior year Other(6) Prior year Production volume (’000 cts) Sales volume (’000 cts)(2) Price ($/ct)(3) Unit cost◊ ($/ct)(4) Revenue◊ ($m)(5) Underlying EBITDA◊ ($m) Underlying EBITDA margin Underlying EBIT◊ ($m) Capex◊ ($m) ROCE◊ 27,339 28,692 20,501 20,368 1,573 1,764 4,234 4,673 1,031 1,887 – – – – 29,965 19,945 – – – – – – – – – – – – 187 207 152 178 528 553 121 131 271 275 – – – – 67 83 26 27 245 243 53 58 212 182 – – – – 6,068 4,671 – – – – – – – – – – – – 1,406 990 571 379 184 147 268 282 79 154 378 107 (74) (79) 23% 21% – – – – – – – – – – – – 1,019 571 543 352 163 120 172 174 13 65 371 100 (243) (240) 526 697 90 101 65 30 156 279 184 254 3 2 28 31 11% 6% – – – – – – – – – – – – (1) Prepared on a consolidated accounting basis, except for production which is stated on a 100% basis, with the exception of the Gahcho Kué joint venture, which is on an attributable 51% basis. (2) Sales volumes on a 100% basis were 32.0 million carats (2015: 20.6 million carats). (3) Pricing for the mining business units is based on 100% selling value post-aggregation of goods. The group realised price includes the price impact of the sale of non-equity product and, as a result, is not directly comparable to group unit costs, which relate to equity production only. (4) Unit cost is based on total production and operating costs, excluding depreciation and operating special items, divided by carats recovered. Comparatives have been restated. (5) Includes rough diamond sales of $5.6 billion (2015: $4.1 billion). (6) Other includes Element Six, downstream, acquisition accounting adjustments, projects and corporate. INTRODUCTION MARKETS Sustained diamond jewellery demand growth in the US and marginally positive growth for the full year in China (in local currency, though declining slightly in US dollars) contrasted with weakening demand in the other main diamond markets. In India, a month-long jewellers’ strike in March, and the government’s surprise demonetisation programme which started in November, had a considerable negative impact on demand. For the full year, global consumer demand, in US dollar terms, is estimated to be in line with 2015. Additional marketing in the US, China, India and Japan in the final quarter of the year, the main selling season, had a positive impact. Producers destocked during 2016, as sentiment in the midstream improved and rough and polished inventories normalised, supported by a series of initiatives put in place by De Beers, starting in the second half of 2015. These included lowering rough prices, providing flexibility to Sightholders for their purchase arrangements and increased marketing activity to drive consumer demand. For more information, refer to the Marketplace review section  See pages 06-08 De Beers and its partners produce about a third of the world’s rough diamonds by value, with the majority sold via De Beers Global Sightholder Sales to term contract customers (Sightholders) and accredited buyers, and the remainder via De Beers Auction Sales to auction customers. Downstream assets include the De Beers Diamond Jewellers joint venture and the Forevermark™ brand, which now features in 2,010 outlets in 25 key consumer markets around the world. Finally, Element Six sells synthetic diamonds for industrial diamond supermaterials applications. FINANCIAL AND OPERATING OVERVIEW Underlying EBITDA increased by 42% to $1,406 million (2015: $990 million). This was the result of higher revenues from stronger rough diamond demand, which led to reduced inventory levels, reflecting improved trading conditions compared with those experienced in the second half of 2015. Results also benefited from cost-saving programmes, portfolio changes, and the impact of favourable exchange rates. Unit costs decreased by 19% from $83/carat to $67/carat. Total revenue increased by 30% to $6.1 billion (2015: $4.7 billion), driven by higher rough diamond sales, which increased by 37% to $5.6 billion. This was attributable to a 50% increase in consolidated sales volumes to 30.0 million carats (2015: 19.9 million carats), partly offset by a 10% decrease in the average realised rough diamond price to $187/carat (2015: $207/carat), reflecting the 13% lower average rough price index, offset to some extent by an improved sales mix. 47 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT DE BEERS DE BEERS continued OPERATING PERFORMANCE Mining and manufacturing Rough diamond production decreased by 5% to 27.3 million carats (2015: 28.7 million carats), reflecting the decision, taken in 2015, to reduce production in response to prevailing trading conditions. Debswana maintained production at close to the previous year’s levels, with output of 20.5 million carats (2015: 20.4 million carats). Jwaneng’s production increased by 23%; driven by higher tonnes treated, largely offset by Orapa, where production was 20% lower. By year end, 85% of the 500 million tonnes (Mt) of waste stripping required to expose the ore had been mined at Jwaneng Cut-8. The first Cut-8 ore to the processing plant remains scheduled for the first half of 2017, with Cut-8 becoming the main source of ore from 2018. Damtshaa (a satellite operation of Orapa) was placed onto temporary care and maintenance from 1 January 2016. Production at Namdeb Holdings decreased by 11% to 1.6 million carats (2015: 1.8 million carats), with reduced output at Debmarine Namibia (as a result of the Mafuta vessel undergoing extended planned in-port maintenance) and lower grades at Namdeb’s land operations. Debmarine Namibia’s new sampling vessel, the SS Nujoma, was completed three months ahead of schedule and within budget, and sea trials commenced in November. The vessel is expected to become operational during 2017. In South Africa, production declined by 9% to 4.2 million carats (2015: 4.7 million carats), mainly due to the early completion of the sale of Kimberley Mines in January 2016, partly offset by an increase of 12% at Venetia owing to the processing of higher grades. Construction of the Venetia Underground mine continues to progress, with the underground operation expected to become the mine’s principal source of ore from 2023. In Canada, production declined by 45% to 1.0 million carats (2015: 1.9 million carats) owing to Snap Lake being placed onto care and maintenance in December 2015. In July 2016, approval was granted to flood the underground workings, which will reduce the costs of care and maintenance while preserving the long term viability of the orebody. Following conclusion of an unsuccessful process to gauge interest in an acquisition of Snap Lake, flooding commenced in January 2017. Production at Victor decreased by 7% to 0.6 million carats. Development of the Gahcho Kué project was completed on schedule, with the ramp-up to commercial production expected to be reached during the first quarter of 2017. Owing to continuing depressed markets in key industrial sectors (principally oil and gas), Element Six, the industrial diamonds business, experienced a challenging year. The reduction in contribution arising from lower sales has been largely offset through a comprehensive cost-reduction programme. Brands Forevermark™ (the diamond brand of the De Beers Group of Companies) continues to expand its retailer network and is available in 2,010 outlets (a 14% increase) in 25 markets, including the new markets of Hungary, Thailand and now South Korea. In June 2016, Forevermark™ launched the Black Label collection (an innovative collection of fancy- shape diamonds) and, in the final quarter of the year, launched a US national television campaign featuring the Ever Us™(1) two-stone diamond collection. In the first half of 2016, De Beers also invested in category marketing campaigns to stimulate diamond jewellery demand during key gifting periods in both China and Hong Kong, as well as India (the latter in partnership with the Gem and Jewellery Export Promotion Council, commencing in the second half of 2016). In the third quarter, The Diamond Producers Association, co-funded by De Beers and other leading producers, launched “Real is Rare”, a new marketing platform targeting millennial consumers in the US. De Beers Diamond Jewellers (a joint venture between LVMH Moët Hennessy Louis Vuitton and De Beers) maintained its focus on fast-growing markets, with 34 stores in 17 key consumer markets around the world. The significant growth in mainland China sales helped to offset the impact of lower Chinese tourist levels in France and Hong Kong, while the highlight of the year was the successful relocation in November of the New York flagship store to a new location on Madison Avenue, completing the repositioning of the brand in the US. Namibia sales agreement In May 2016, the Government of the Republic of Namibia and De Beers signed a new 10-year sales agreement for the sorting, valuing and sale of Namdeb Holdings’ diamonds. This represents the longest sales agreement ever concluded between the parties. OUTLOOK Macro-economic conditions underpinning consumer demand for diamonds remain broadly stable in aggregate, with the US expected to continue to be the main driver of global growth in 2017. The extent of global growth will, however, be dependent upon a number of macro-economic factors, including the new administration in the US, the strength of the US dollar impacting consumer demand, economic performance in China, the effects of Indian demonetisation, and sentiment following the main US and Chinese New Year retail season. With midstream stocks having returned to more typical levels in 2016, rough diamond demand is expected to normalise in 2017, reflecting underlying consumer and retail demand. While producers continue destocking, forecast diamond production (on a 100% basis, except Gahcho Kué on an attributable 51% basis) for 2017 is expected to be in the range of 31-33 million carats, subject to trading conditions. (1) Used under licence from Signet. 48 Anglo American plc Annual Report 2016STRATEGIC REPORT PLATINUM PLATINUM Chris Griffith CEO – Anglo American Platinum Anglo American is the leading primary producer of platinum group metals, providing around 40% of all newly mined platinum. All of our operations are located in the Bushveld Complex in South Africa, with the exception of Unki mine on the Great Dyke formation in Zimbabwe. ZIMBABWE & SOUTH AFRICA HIGHLIGHTS ZIMBABWE 1 Unki SOUTH AFRICA 2 Bushveld Complex SOUTH AFRICA: BUSHVELD COMPLEX(1) 1 2 12% DECREASE IN UNIT COSTS◊ $1,330/ounce TOTAL PLATINUM PRODUCTION 2.38 million ounces STRATEGIC FOCUS • The sale of the Rustenburg operations to Sibanye Gold, announced in 2015, was completed in November for up-front cash proceeds of R1.5 billion and additional minimum deferred proceeds of R3 billion (nominal), in total $0.3 billion. • The sale of Platinum’s 42.5% interest in the Pandora joint venture to Lonmin plc was announced in November 2016. In February 2017, Anglo American Platinum agreed to sell its 85% interest in the Union Mine in South Africa to Siyanda Resources. • The Twickenham platinum mine/project was placed onto care and maintenance in the year, removing 10,000 ounces of unprofitable platinum. 2 9 8 7 3 4 5 6 JOHANNESBURG 2 Mogalakwena 3 Amandelbult 4 Union 5 BRPM 6 Kroondal 7 Mototolo 8 Modikwa 9 Bokoni (1) Excludes Rustenburg and Pandora disposals and Twickenham, which was placed onto care and maintenance during 2016. Asset manager Willem van Loggerenberg (left) and fitter Hendrik Landsberg recording data at one of the ore-slurry pumps at the concentrator at Amandelbult, a mine which, unusually, has both underground and opencast operations. 49 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT PLATINUM PLATINUM continued Key performance indicators Platinum Prior year Mogalakwena Prior year Amandelbult Prior year Other operations Prior year Project and corporate Prior year Production volume (koz)(1) 2,382 2,337 412 392 467 437 1,503 1,508 – – Sales volume (koz) 2,416 2,471 415 422 474 433 1,527 1,616 – – Price ($/Pt oz)(2) Unit cost◊ ($/Pt oz)(3) Revenue◊ ($m) Underlying EBITDA◊ ($m) Underlying EBITDA margin Underlying EBIT◊ ($m) Capex◊ ($m) ROCE◊ 1,753 1,905 2,344 2,585 1,566 1,641 n/a n/a – – 1,330 1,508 1,262 1,369 1,256 1,382 n/a n/a – – 4,394 4,900 968 1,092 739 712 2,687 3,096 – – 532 718 393 496 102 97 77 177 (40) (52) 12% 15% 41% 45% 14% 14% 3% 6% n/a n/a 185 263 269 368 46 36 (90) (89) (40) (52) 314 366 157 151 25 53 129 156 3 6 4% 4% – – – – – – – – (1) Production disclosure reflects own mine production and purchases of metal in concentrate. (2) Average US$ basket price. (3) Total cash operating costs – includes on-mine, smelting and refining costs only. INTRODUCTION MARKETS Anglo American Platinum continues to optimise and reconfigure its portfolio. Once complete, Platinum will have a best in class operating footprint at the Mogalakwena and Amandelbult mines in South Africa and Unki in Zimbabwe, alongside its joint venture interests in Bafokeng-Rasimone, the Mototolo mine and Modikwa mine in South Africa. Also in South Africa, Platinum owns smelting and refining operations which treat concentrates, not only from its wholly owned mines, but also from joint venture partners and third parties. FINANCIAL AND OPERATING OVERVIEW Underlying EBITDA decreased by 26% to $532 million (2015: $718 million). Lower sales volumes of platinum, palladium, rhodium and minor metals, weakening dollar metal prices and the effects of inflation were partially offset by a weaker South African rand and cost improvements. Unit costs decreased by 12% to $1,330 per ounce, owing primarily to the softer rand and cost improvements. Average platinum market price ($/oz) Average palladium market price ($/oz) Average rhodium market price ($/oz) Average gold market price ($/oz) US$ realised basket price – Pt ($/Pt oz) Rand realised basket price – Pt (R/Pt oz) 2016 989 615 681 1,248 1,753 25,649 2015 1,051 691 932 1,160 1,905 24,203 The average platinum price decreased by 6% in US dollar terms, even though the rand basket price increased by 6%. Average palladium and rhodium dollar prices also decreased, notwithstanding their strong price rally during the year. Global supply of platinum group metals (PGMs) was little changed, despite a modest reduction in sales by South African producers. Although the rate of PGM recovery from recycled autocatalysts increased towards the end of the year, there was only limited growth in PGM supplies from the secondary recycling sector. Platinum demand declined by 1%, with a 15% decrease in demand from the jewellery sector largely offset by a 10% increase in purchases for industrial applications. Demand for platinum in the automotive sector increased by 2%, supported by the introduction of Euro 6b emissions regulations in September 2015, and consequent higher catalyst loadings. Strong sales growth in the European car market saw an increase in the number of diesel cars being manufactured, though diesel’s share of the new car market decreased slightly. The platinum market remained in deficit in 2016. In contrast, palladium offtake increased by 2%, with strong growth in the predominantly petrol-engined Chinese car market supporting automotive demand, which increased by 3% to 7.8 million ounces. Despite continued net liquidation of palladium investments, the palladium market remained in deficit in 2016, contributing to a rally in the price of the metal as the year progressed. For more information, refer to the Marketplace review section  See pages 06-08 50 Anglo American plc Annual Report 2016OPERATING PERFORMANCE Total platinum production (metal in concentrate) increased by 2% to 2,382,000 ounces (2015: 2,337,000 ounces). Production increases at Mogalakwena, Amandelbult, Unki, Union and independently managed operations were partly offset by lower output from Rustenburg and Bokoni. Putting Twickenham onto care and maintenance removed approximately 10,000 ounces of unprofitable platinum, while a contractual agreement with a third party for concentrate ended in 2015, which led to a reduction in purchase of concentrate of 11,000 ounces compared with 2015. Mogalakwena mine increased production by 5% to 412,000 ounces (2015: 392,000 ounces), including 31,000 ounces (2015: 24,000 ounces) processed at the Baobab concentrator. Mogalakwena had a strong mining performance, with an 8% increase in tonnes milled. At Amandelbult mine, despite a loss of 20,000 ounces following a fatal incident in which two employees lost their lives, and the subsequent Section 54 safety stoppage, production increased by 7%, reaching 467,000 ounces (2015: 437,000 ounces). The majority of the increase came from a continued strong performance at the opencast area, which produced 41,000 ounces. Production from Unki mine in Zimbabwe increased by 12%(1) to 75,000 ounces (2015: 66,000 ounces), driven mainly by an improvement in recovered grade through better mining reef cut, which reduced waste mining, resulting in more higher grade ore being delivered to the concentrator. As a result, the 4E built-up head grade increased to 3.46g/t from 3.22g/t. Total production from Rustenburg mine, including the Western Limb Tailings Retreatment plant, decreased by 4% to 460,000 ounces (2015: 478,000 ounces)(2). Lower output was attributable to four fatal incidents, Section 54 safety stoppages and other incidents, as well as other operational challenges. The sale of the Rustenburg operations was completed on 1 November 2016; from this date, Rustenburg production is being treated as a purchase of concentrate rather than own mined ounces. Union mine increased platinum production by 7% to 151,000 ounces (2015: 141,000 ounces). This was the mine’s best performance since 2013, following implementation of the optimised mine plan that was completed in June 2016, which resulted in a significant reduction in labour. Platinum production from independently managed operations, inclusive of both mined and purchased output, increased by 2% to 785,000 ounces (2015: 768,000 ounces). All mines showed year-on-year improvements, with the exception of Bokoni, where production decreased by 21% owing to the closures of two shafts in the fourth quarter of 2015, which removed 26,000 ounces of unprofitable platinum. Refined platinum production decreased by 5% to 2,335,000 ounces (2015: 2,459,000 ounces), mainly as a result of the run-out at Waterval in September 2016, which had the effect of reducing refined production by 65,000 ounces. (1) Production ounces are shown rounded to the nearest thousand ounces, 12% improvement calculated on unrounded amounts. (2) Includes purchase of concentrate following sale of Rustenburg in November 2016. Prior year restated to exclude third party production from Platinum Mile which was not sold as part of the Rustenburg transaction. Platinum sales volumes decreased by 2% to 2,416,000 platinum ounces (2015: 2,471,000 ounces), reflecting the decrease in refined platinum production. Sales were higher than refined production and were supplemented by a drawdown in refined inventory. OPERATIONAL OUTLOOK Platinum production guidance (metal in concentrate) is 2.35-2.4 million ounces for 2017 (previously 2.4 million- 2.5 million ounces), largely driven by an increase in purchase of concentrate from third parties. Year-on-year production from own-managed mines is expected to remain flat at around 960,000 ounces. 51 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT COPPER COPPER Hennie Faul CEO – Copper Duncan Wanblad CEO – Base Metals In Chile, we have interests in two major copper operations: a 50.1% interest in the Los Bronces mine, which we manage and operate, and a 44% share in the Collahuasi mine; we also manage and operate the El Soldado mine and Chagres smelter (50.1% interest in both). In Peru, we have an 81.9% interest in the Quellaveco project. CHILE HIGHLIGHTS LOS BRONCES CONFLUENCIA PLANT OPERATING TIME(1) 1 3 14 2 1 Collahuasi 2 Los Bronces 3 El Soldado 4 Chagres KEY Mining operations Smelter The main SAG mill at the concentrator and grinding plant at Collahuasi, which achieved a record production of copper concentrate in 2016. 52 95% – amongst best performing in the industry RECORD COLLAHUASI CONCENTRATE PRODUCTION (ATTRIBUTABLE) 220,800 tonnes 11% DECREASE IN UNIT COSTS◊ $1.37/lb OPERATING MODEL CONTINUES TO BE ROLLED OUT AT LOS BRONCES The Anglo American Operating Model has now been in place at the Los Bronces plant for a full year, delivering improvements in planning and work management, reliability and plant performance. The Operating Model went live at the mine at the end of 2016 and is expected to support capital productivity, improve asset management and mine planning, with a resultant improvement in planning and lower costs. CASH IMPROVEMENT PROGRAMME As part of the Group’s continued focus on cash, 2016 saw the Copper business launch a programme to further improve cash generation in the low price environment, and rebuild a culture of cost awareness in the business. As a result, cash generation increased by more than $200 million compared with 2015, despite an 11% fall in the average LME copper price, through cost-reduction efforts at the operations and corporate office, including capital expenditure prioritisation and optimising working capital. FINANCIAL AND OPERATING OVERVIEW Underlying EBITDA decreased by 4% to $903 million, driven by a decrease in the average LME copper price and an 18% decline in sales volumes (reflecting in part the sale of Anglo American Norte in September 2015), partly offset by a significant reduction in cash costs. Results benefited from cost-reduction initiatives and productivity improvements across all operations, as well as from the implementation, at the start of 2016, of an optimised mine plan at El Soldado. At 31 December 2016, 113,204 tonnes of copper were provisionally priced at 251 c/lb. Provisional pricing of copper sales resulted in an underlying EBITDA gain of $144 million (2015: loss of $366 million), bringing the realised copper price to 225 c/lb for the period, 1% lower than in 2015. (1) Excludes impact of strikes and illegal industrial action by contractor unions. Anglo American plc Annual Report 2016Key performance indicators Copper Prior year Los Bronces Prior year Collahuasi(3) Prior year Other operations Prior year Projects and corporate Prior year Production volume (kt) Sales volume (kt)(1) Realised price (c/lb) C1 Unit cost◊ (c/lb)(2) Revenue◊ ($m) Underlying EBITDA◊ ($m) Underlying EBITDA margin Underlying EBIT◊ ($m) Capex◊ ($m) ROCE◊ 577 709 307 402 223 200 47 107 – – 578 706 308 408 223 198 47 100 – – 225 228 – – – – – – – – 137 154 156 148 111 137 – – – – 3,066 3,539 1,386 1,852 1,068 971 612 716 – – 29% 27% 24% 34% 53% 39% 14% 8% 903 942 326 622 569 381 83 55 (75) (116) 261 228 (49) 240 342 167 43 (63) (75) (116) 563 659 241 228 144 109 178 322 – – 6% 3% – – – – – – – – (1) Excludes 62 kt third-party sales. (2) C1 unit cost including by-product credits. (3) 44% share of Collahuasi production, sales and financials. MARKETS Average market prices (c/lb) Average realised prices (c/lb) 2016 221 225 2015 249 228 The average LME copper price was 11% lower at 221 c/lb. Although the average price was lower than in 2015, prices started 2015 at higher levels and were subsequently impacted by bearish fund positioning, influenced by negative macro-economic sentiment. This precipitated sharp price falls towards the end of 2015, and into January 2016. Prices were relatively stable during the year, before rising strongly in the latter stages. Sentiment towards the metal showed signs of improvement as China’s economy displayed evidence of stability, leading to increased investment flows into copper. Key copper-consuming sectors in China contributed to the improved offtake, including stronger construction and infrastructure activity, such as power grid investment. For more information, refer to the Marketplace review section  See pages 06-08 OPERATING PERFORMANCE The Los Bronces operation faced a number of challenges during the year. Production decreased by 24% to 307,200 tonnes (2015: 401,700 tonnes), driven by expected significantly lower grades (2016: 0.67% vs. 2015: 0.92%). The mine returned to processing lower average grades than in 2015, when it had prioritised the processing of higher grade areas in order to offset the impact of water shortages. In 2016, in contrast, a series of unusual weather events resulted in the operations having to cope with excess water. Snowfall late in 2015, and its subsequent melting, caused dewatering problems in the pit, while significant snowfall in 2016 (when more than 10 metres was recorded, 30% higher than average) interrupted ore extraction, particularly from the mine’s higher altitude and higher grade areas, which affected the ability to feed high grade ore to the plants. In addition, a seven-day strike affected production in September, and there were disruptions in November and December owing to illegal industrial action by contractor unions. In spite of the production challenges, unit costs were only 5% higher than in 2015, at 156 c/lb (2015: 148 c/lb), as cost-reduction initiatives across all areas of the operation partly compensated for the lower output. Record concentrate production was achieved at Collahuasi; Anglo American’s attributable production increased by 11% to 222,900 tonnes (2015: 200,300 tonnes). Strong, sustained plant performance, following rectification work undertaken in 2015, was supported by higher grades (2016: 1.22% vs. 2015: 1.15%). This was offset by reduced cathode production following the closure of the higher cost oxide plant at the end of 2015. Unit costs decreased by 19% to 111 c/lb (2015: 137 c/lb), benefiting from the higher production as well as from an ongoing focus on reducing costs at the operation. Production at El Soldado increased by 31% to 47,000 tonnes (2015: 36,000 tonnes) as a result of improved throughput and higher grades. Unit costs declined by 19% to 184 c/lb (2015: 228 c/lb), reflecting the benefits of both the higher production and the implementation of the optimised mine plan from the start of the year. In July 2016, the unionised workforce at El Soldado went on a 13-day strike before agreement was reached with the company on a new remuneration offer. Management continued to optimise the mine plan following changes made to sequencing in response to low prices during 2016. The redesigned mine plan for El Soldado is yet to receive permitting approval and therefore we decided, in February 2017, to temporarily suspend mining operations, pending appeal to the regulator and/or amendments being made to the mine plan. Work continues with Sernageomin (Chile’s National Geology and Mining Service) on securing appropriate licences for this revised mine plan. OPERATIONAL OUTLOOK Production in 2017 is expected to be in line with that in 2016. Higher throughput at Collahuasi is expected to be offset by lower grades. At Los Bronces, recovery from the weather- and strike-related stoppages in 2016 is likely to be affected by increasing ore hardness, thereby constraining plant performance. Production guidance for 2017 remains unchanged at 570,000-600,000 tonnes. In the next two years it will be necessary to replace the stator motors on each of the two ball mills on the key Line 3 at Collahuasi (responsible for around 60% of plant throughput). This work is planned for 2018 and 2019; however, this may be brought forward for operational reasons (estimated impact of each change on attributable production of 20,000-25,000 tonnes). 53 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT NICKEL, NIOBIUM AND PHOSPHATES NICKEL, NIOBIUM AND PHOSPHATES Ruben Fernandes CEO – Anglo American Brazil Duncan Wanblad CEO – Base Metals Our Nickel business is well placed to serve the global stainless steel industry, which depends on nickel and drives demand for it. Our assets are in Brazil, with two ferronickel production sites: Barro Alto and Codemin, in the state of Goiás. The sale of our niobium and phosphates business, also located in Brazil, was completed in September 2016. BRAZIL HIGHLIGHTS 1 2 3 4 NICKEL 1 Barro Alto 2 Codemin NIOBIUM AND PHOSPHATES 3 Boa Vista 4 Chapadão FOLLOWING THE SUCCESSFUL REBUILD OF THE BARRO ALTO FURNACES, WHICH ARE NOW PRODUCING AT CLOSE TO NAMEPLATE CAPACITY, THE NICKEL BUSINESS ACHIEVED A PRODUCTION RECORD IN 2016 44,500 tonnes DECREASE IN UNIT COSTS◊ 41% since 2012 NET DISPOSAL PROCEEDS RECEIVED FOR SALE OF NIOBIUM AND PHOSPHATES BUSINESS – COMPLETED IN Q3 2016 $1.5 billion OPERATING COSTS EXPECTED TO CONTINUE TO FALL AT BARRO ALTO Unit costs at Barro Alto are forecast to be 352 c/lb in 2017, with additional operational improvements expected to reduce them further, to around 330 c/lb in 2020 – placing the asset firmly within the lower half of the industry cost curve. SCOPE TO FURTHER IMPROVE PRODUCTION A number of minor plant and mine improvements, including upgrading the plant and debottlenecking, have the scope to increase production by 10% at Barro Alto. These improvements can be implemented for minimal capital expenditure, and could bring total annual nickel production to around 48,000 tonnes from 2020. Following the successful rebuild of Barro Alto’s two furnaces, Nickel’s output in 2016 increased by almost 50% over the previous year to 44,500 tonnes, with the furnaces now producing at close to nameplate capacity. 54 Anglo American plc Annual Report 2016Key performance indicators Nickel segment Prior period Production volume (t) 44,500 30,300 Sales volume (t) 44,900 32,000 Price (c/lb) 431 498 Unit cost◊ (c/lb)(1) Revenue◊ ($m) 350 431 426 146 Underlying EBITDA◊ ($m)(2) Underlying EBITDA margin Underlying EBIT◊ ($m)(2) 57 (3) 13% (2)% (15) (22) Capex◊ ($m) 62 26 ROCE◊ (1)% (1)% (1) C1 cash costs (c/lb). (2) Nickel segment includes $10 million projects and corporate costs (2015: $12 million). Niobium and Phosphates(1) Prior year Niobium Prior year Phosphates Prior year Production volume (kt) – – 4.7 6.3 864 1,111 Sales volume (kt) – – 4.6 5.1 973 1,060 Price ($/t) – – – – 354 479 Unit cost◊ (c/lb) Revenue◊ ($m) Underlying EBITDA◊ ($m)(2) Underlying EBITDA margin Underlying EBIT◊ ($m)(2) Capex◊ ($m) – – – – – – 495 544 137 111 358 433 118 146 41 40 80 111 24% 27% 30% 36% 22% 26% 79 119 21 33 61 91 26 50 – 26 26 24 ROCE◊ 19% 14% 6% 6% 50% 30% (1) Metrics relating to 2016 include results up to the date of disposal, 30 September 2016. Prior year metrics include results for the full year to 31 December 2015. (2) Niobium and Phosphates also include $3 million and $5 million of projects and corporate costs for year to date September 2016 and full year 2015, respectively. FINANCIAL AND OPERATING OVERVIEW MARKETS The sale of the niobium and phosphates business to China Molybdenum Co Ltd. was completed on 30 September 2016. Average market price(1) (c/lb) Average realised price(2) (c/lb) 2016 436 431 2015 536 498 Nickel Nickel’s underlying EBITDA was $57 million, reflecting lower cash costs and higher volumes following the successful rebuild of Barro Alto’s furnaces, with the operation reaching nameplate capacity in the third quarter of 2016, as well as the favourable impact of the weaker Brazilian real. These benefits were partly offset by a decline in the average nickel price for the year, cost inflation and lower energy surplus sales. Barro Alto’s operating results were capitalised until October 2015, when the project began commercial production. Nickel unit costs decreased by 19% to 350 c/lb (2015: 431 c/lb), mainly attributable to increased production volumes from Barro Alto, favourable exchange rates, lower energy costs and consumables, partially offset by inflation. Niobium Underlying EBITDA was flat year-on-year at $41 million (2015: $40 million), with higher sales volumes from Boa Vista Fresh Rock (BVFR) and lower cash costs offsetting lower prices and the impact of the sale of the business. Underlying EBITDA from BVFR was capitalised during January and February 2016, with commercial production being achieved in March 2016. Phosphates Underlying EBITDA of $80 million decreased by 28% (2015: $111 million), driven primarily by the sale of the business, as well as lower sales pricing and inflation, partially offset by a reduction in operating costs. (1) The average market price is the LME nickel price, from which ferronickel pricing is derived. Ferronickel is traded based on discounts or premiums to the LME price, depending on market conditions, supplier products and consumer preferences. (2) Differences between market prices and realised prices are largely due to variances between the LME and ferronickel price. For more information, refer to the Marketplace review section  See pages 06-08 Nickel The average LME nickel cash settlement price decreased by 19% to 436 c/lb (2015: 536 c/lb). Concerns about global economic growth put significant downward pressure on metal prices, particularly through the second half of 2015 and the first quarter of 2016. Despite these concerns, nickel demand improved strongly during the year, while supply contracted for the second consecutive year, resulting in a market deficit. Demand, which had grown by 1.2% in 2015, increased by 8.3% in 2016, supported by strong growth in global stainless steel production, which rose by 5.3% (2015: 0.2%). With Chinese nickel pig iron (NPI) production declining, price-led cutbacks at other nickel producers and lower availability of nickel-bearing stainless steel scrap, the nickel market tightened, while a shortage of nickel-iron units (ferronickel, NPI and stainless steel scrap) led to ferronickel, which had traded at a discount to the LME price, starting to command a premium to the LME price. Niobium Worldwide demand for ferroniobium decreased in 2016. Demand from the key markets of China and North America was particularly muted at the beginning of the year, attributable to overcapacity in steel production, and the effect of the weaker oil and gas sector. Phosphates The average MAP CFR Brazil price was $354/tonne, 26% lower than for the equivalent period in 2015 ($479/tonne), as a result of increased global supply and weaker than expected demand in the major markets – the US, China and India. In Brazil, demand for phosphate fertilisers from January to September 2016 was around 10.2 million tonnes, a 6.5% increase. This strong demand was driven by favourable weather conditions, lower fertiliser prices, an attractive barter ratio, the weaker Brazilian real (which supported farmers’ earnings) and increased availability of funding to farmers. 55 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT NICKEL, NIOBIUM AND PHOSPHATES NICKEL, NIOBIUM AND PHOSPHATES continued OPERATING PERFORMANCE OPERATIONAL OUTLOOK Nickel Production guidance for 2017 is approximately 45,000 tonnes (previously 42,000-45,000 tonnes). Nickel Nickel output increased by 47% to 44,500 tonnes (2015: 30,300 tonnes) following the successful rebuild of the Barro Alto furnaces, which are now producing at close to nameplate capacity. Codemin’s production of metal was in line with the previous year at approximately 9,000 tonnes. Niobium At the point of disposal, production was in line with the prior year at 4,700 tonnes (Q3 2015: 4,700 tonnes; FY 2015: 6,300 tonnes). This was despite two shutdowns; the first in the first quarter to reduce stock levels and facilitate site maintenance and work on residue disposal; and the second, a planned stoppage in May in order to implement the downstream metallurgy project. Following the project’s implementation, plant performance was strong, with an all-time production record achieved in July. Phosphates At the time of disposal in the third quarter, fertiliser production was 0.9 million tonnes (Q3 2015: 0.8 million tonnes; FY 2015: 1.1 million tonnes), with the increase being attributable to strong granulation plant performance at both sites and favourable operational conditions, which allowed two separate planned maintenance stoppages (scheduled for January and March 2016) to be combined. Phosphoric acid production was also boosted as a result of increased plant stability and higher equipment availability at both sites. Dicalcium phosphate production was higher because of improved plant performance (principally lower idle time at Cubatão and a reduction in time spent on tank maintenance at Catalão), as well as higher phosphoric acid availability. 56 Anglo American plc Annual Report 2016STRATEGIC REPORT IRON ORE AND MANGANESE IRON ORE AND MANGANESE Themba Mkhwanazi CEO – Kumba Iron Ore Ruben Fernandes CEO – Anglo American Brazil Seamus French CEO – Bulk commodities and other minerals Anglo American’s iron ore operations provide customers with niche, high iron content ore, a large percentage of which is direct-charge product for blast furnaces. In South Africa, we have a majority share (c. 70%) in Kumba Iron Ore, while in Brazil we have developed the integrated Minas-Rio operation. In manganese, we have a 40% shareholding in Samancor, with operations based in South Africa and Australia. SOUTH AFRICA HIGHLIGHTS 33% INCREASE IN KUMBA’S UNDERLYING EBITDA◊ $1,347 million 13% DECREASE IN KUMBA’S UNIT COSTS◊ $27/tonne 76% INCREASE IN PRODUCTION AT MINAS-RIO 16.1 Mt (wet basis) STRATEGIC FOCUS • The reconfiguration of Sishen’s open pit has led to a lower cost design, allowing the mine to continue to operate profitably, should the iron ore price deteriorate in the future. • Minas-Rio continued its ramp-up and ceased capitalising its operating results from January 2017. After the Step 3 licences have been secured, the operation is expected to be in a position to produce at its nameplate capacity of 26.5 Mtpa (wet basis). 3 1 2 14 1 Sishen 2 Kolomela 3 Samancor Manganese – Hotazel 4 Samancor Manganese – Metalloys KEY Mining operations Other BRAZIL 1 Minas-Rio 2 Ferroport (50% ownership) AUSTRALIA 1 12 1 1 Samancor’s Groote Eylandt Mining Company (GEMCO) 2 Samancor’s Tasmanian Electro Metallurgical Company (TEMCO) 12 At Sishen, ore stockpiles are controlled by four stacker/reclaimers. Mining operations have been substantially reconfigured to reduce waste and to make the overall operation more resilient to future deteriorations in the iron ore price. 57 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT IRON ORE AND MANGANESE IRON ORE AND MANGANESE continued Key performance indicators Iron Ore and Manganese Prior year Kumba Iron Ore Prior year Iron Ore Brazil Prior year Samancor(4) Prior year Projects and corporate Prior year (1) Iron Ore Brazil production is Mt (wet basis). Production volume (Mt)(1) Sales volume (Mt) Price ($/t)(2) Unit cost◊ ($/t)(3) Revenue◊ ($m) Underlying EBITDA◊ ($m) Underlying EBITDA margin Underlying EBIT◊ ($m) – – 41.5 44.9 16.1 9.2 3.3 3.3 – – – – 42.5 47.8 16.2 8.5 3.4 3.3 – – – – 64 53 54 41 – – – – – – 27 31 28 60 – – – – 3,426 3,390 2,801 2,876 – – 625 514 – – 1,536 1,026 1,347 1,011 (6) (20) 258 104 (63) (69) 45% 30% 48% 35% – – 41% 20% – – 1,275 671 1,135 739 (6) (21) 209 22 (63) (69) Capex◊ ($m) 269 1,422 160 523 109 899 – – – – ROCE◊ 12% 5% 51% 26% (1)% (1)% 59% 4% – – (2) Prices for Kumba Iron Ore are the average realised export basket price (FOB Saldanha). Prices for Iron Ore Brazil are the average realised export basket price (FOB Açu) (wet basis). (3) Unit costs for Kumba Iron Ore are on an FOB dry basis. Unit costs for Iron Ore Brazil are on an FOB wet basis. (4) Production, sales and financials include ore and alloy. FINANCIAL AND OPERATING OVERVIEW Kumba Underlying EBITDA increased by 33% to $1,347 million (2015: $1,011 million), mainly due to a 21% increase in the average realised FOB export iron ore price from $53/tonne to $64/tonne, partially offset by lower sales volumes. Lump- and ore-quality benefits resulted in the average realised iron ore price of $64/tonne being higher than the average iron ore benchmark price of $58/tonne. Unit costs decreased by 13% to $27/tonne (2015: $31/tonne), driven by the pit reconfiguration at Sishen to a lower cost shell, which included restructuring the operation, and the benefit of the weaker South African rand. The pit reconfiguration resulted in lower volumes, partially offset by productivity gains in mining and processing operations. The average CFR break-even price achieved was $29/tonne in 2016. Sales volumes decreased by 11% to 42.5 Mt (2015: 47.8 Mt), reflecting the 10% decline in production volumes at Sishen. Total finished product stock reduced to 3.5 Mt (2015: 4.7 Mt), in line with the optimum level of around 3 Mt. Iron Ore Brazil Iron Ore Brazil’s underlying EBITDA loss was $6 million (2015: $20 million loss). Minas-Rio continued to capitalise its operating results in 2016, as the asset remained in the ramp-up phase throughout the year. Iron Ore Brazil’s capitalised operating EBITDA amounted to $269 million (2015: $239 million loss), reflecting higher total sales volumes and an improvement in realised iron ore prices, as well as lower unit costs. Minas-Rio’s average FOB realised price in 2016 was $54 per wet metric tonne (equivalent to $59 per dry metric tonne). Operating results ceased to be capitalised from January 2017. Samancor Underlying EBITDA increased by $154 million to $258 million (2015: $104 million), driven by a recovery in manganese ore prices, a 6% increase in ore sales, and lower costs partly attributable to the restructuring of the South African manganese operations. The restructuring of the South African manganese operations was completed in the first quarter of the year. This reduced the operating cost base and increased production flexibility in response to the sharp decline in the manganese index ore price in 2015, which carried through into the first half of 2016. During the second six months, however, the price staged a dramatic recovery from its lows. MARKETS Iron ore Average market price (IODEX 62% Fe CFR China – $/tonne) Average market price (MB 66% Fe Concentrate CFR – $/tonne) Average realised price (Kumba export – $/tonne) (FOB Saldanha)(1) Average realised price (Minas-Rio – $/tonne) (FOB wet basis)(2) 2016 2015 58 69 64 54 56 67 53 41 (1) Kumba’s outperformance over the Platts 62% Fe CFR China index is primarily (2) representative of the superior iron (Fe) content and the relatively high proportion (approximately 64%) of lump in the overall product portfolio. Iron Ore Brazil produces a higher grade product than the Platts 62% Fe indices, with pricing reflecting the increased Fe content and lower gangue. Platts 62% is referred to for comparison purposes only. 58 Anglo American plc Annual Report 2016Mining activities at Thabazimbi ceased on 30 September 2015, and processing activities on 31 March 2016. Closure of the mine has proceeded according to plan. Sishen Iron Ore Company Proprietary Limited, a subsidiary of Kumba, and ArcelorMittal South Africa Limited (AMSA) have signed an agreement for the transfer of the Thabazimbi mine, including all remaining assets and liabilities, to AMSA, which will become effective once all the conditions precedent have been met. The Dingleton project is substantially complete, with only a small number of households still to be relocated. Iron Ore Brazil Iron ore production from Minas-Rio(1) increased by 76% to 16.1 Mt (2015: 9.2 Mt), as the operation continues its ramp-up. There has been an improved operational performance since July 2016, when a licence was granted to access the Step 2 area. Samancor Manganese ore production was broadly in line with the prior year at 3.1 Mt (attributable basis). Production from the Australian operations was 2% lower owing to certain ore feed constraints. This was offset by a 5% increase from the South African operations following the drawdown of the Wessels concentrate stockpiles in response to higher market prices. Production of manganese alloys decreased by 35% to 137,800 tonnes (attributable basis). This was due to power shortages in Tasmania, which resulted in a five month suspension of production at two of the four furnaces. The furnaces were subsequently brought back on line, with a return to full production rates during September. In South Africa, manganese alloy production declined by 46% following the decision in May 2015 to temporarily close three of the four furnaces there. Iron ore prices fared better than in 2015, but with significant volatility through the year. The IODEX 62% Fe CFR China spot price increased by 4% to an average of $58/tonne, trading in a yearly range of $40-$84/tonne. The improvement in downstream demand in China, combined with steel capacity closures as part of the country’s supply-side reforms and environmental improvement drive, supported both steel and iron ore prices. This positive demand environment and improved mill margins have driven an increase in Chinese crude steel production, while the progressive withdrawal of marginal domestic iron ore supply has boosted demand for seaborne iron ore materials. Rallying metallurgical coal prices have also been supportive of demand for high grade ores, with quality price premiums increasing through most of the second half of 2016. For more information, refer to the Marketplace review section  See pages 06-08 Manganese Following a 57% reduction in the index ore price during 2015, the index ore price increased by 341% during 2016, closing at $9.01/dmtu (44% Mn CIF China). The price recovery was driven by demand from China, where strong government-led infrastructure spending has resulted in higher steel prices. OPERATING PERFORMANCE Kumba Sishen’s production decreased by 10% to 28.4 Mt (2015: 31.4 Mt), consistent with the mine’s lower-cost pit configuration. Waste mined reduced to 137.1 Mt (2015: 222.2 Mt), in line with lower production. Run rates for the year were affected by the restructuring; higher levels of rainfall and safety stoppages in the first six months also had an adverse impact on production. Following successful completion of the restructuring, the second half of the year showed a considerable improvement as benefits attributable to improved mining productivity, as well as access to low strip ratio ore and higher plant yields, started to come through. Implementation of the mining work management element of the Operating Model at Sishen resulted in significant improvements in the amount of ore and waste mined. Work management for the reconfigured mining set-up is now under way. Kolomela mine produced a record 12.7 Mt, 6% more than the 12.1 Mt produced in 2015, mainly owing to debottlenecking and optimisation of the plant. Waste mining increased by 10% to 50.2 Mt, in line with higher production levels. At Kolomela, implementation of the Operating Model in the plant area has seen a marked improvement in work execution, with scheduled work completion now in excess of 95%. Screening-tonnes throughput improved by 18% during the go-live phase, and a further 18% during the stabilisation phase. The plant’s process stability has also improved significantly. (1) Iron Ore Brazil production is on a wet basis, unless otherwise stated. 59 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT IRON ORE AND MANGANESE IRON ORE AND MANGANESE continued Trucks transporting iron ore from the Minas-Rio mine to the nearby beneficiation plant, both located in the state of Minas Gerais, Brazil. The mine continued its ramp-up during 2016, and is expected to reach nameplate capacity of 26.5 Mtpa after the Step 3 licences are secured, expected to be in late 2018. OPERATIONAL OUTLOOK Kumba Production guidance for Sishen is 27-28 Mt for 2017, with a waste movement target of 150-160 Mt. The restructuring is expected to contribute to annual cost savings for 2017. In the medium term, the mine will continue to explore opportunities to fill any spare plant capacity through the use of low grade stockpiles. Further improvements in equipment efficiencies are expected over the medium term. At Kolomela, annual production is expected to be 13-14 Mt for 2017. Waste removal is expected to increase to around 50-55 Mt in support of the increased annual output. Kumba has a target unit cost of c. $30/tonne. Full-year total sales volume guidance for 2017 is 40-42 Mt. Iron Ore Brazil Iron Ore Brazil continues to focus on operational stability and on obtaining the Step 3 licences required for the operation to access the full range of run-of-mine grades and reach its nameplate capacity of 26.5 Mt (wet basis). Approval of the Step 2 licences, which had been expected in the first half of 2016, was provisionally granted in July 2016, with final approval in October 2016. The Step 2 area is expected to yield c. 45 million saleable tonnes (wet basis) of ore, most of which is anticipated to be mined by the time the licences for Step 3 (which had originally been expected in early 2018, and are now forecast for late 2018) are secured. As a result of these licensing delays, production guidance for 2017 has been lowered to 16-18 Mt (previously 19-21 Mt), and for 2018 to 15-18 Mt (previously 22-24 Mt), subject to the timing of the Step 3 licences approval. After the Step 3 licences have been secured, the operation is expected to be in a position to ramp-up to produce at its nameplate capacity rate of 26.5 Mt per year. In 2017, unit costs are expected to be approximately $27/tonne (wet basis, at 2016 average FX rate). Samancor Australian manganese ore production guidance of 2.1 Mwmt remains unchanged, albeit with an increased proportion of Premium Concentrate ore (PCO2) in the product mix. The PCO2 fines product has a manganese content of approximately 40%, which leads to both grade and product-type discounts when referenced to the high grade 44% manganese lump ore index. South Africa Manganese ore production will remain configured for an optimised production rate of 2.9 Mwmt pa (100% basis), although the business will continue to act opportunistically when market fundamentals are supportive. LEGAL Residual mining rights On 12 October 2016, South Africa’s Department of Mineral Resources (DMR) granted the residual 21.4% undivided share of the mining right for the Sishen mine to Sishen Iron Ore Company Proprietary Limited (SIOC). As a result of the grant of the residual 21.4% undivided share, SIOC is now the sole and exclusive holder of the right to mine iron ore and quartzite at the Sishen mine. This residual mining right will be incorporated into the 78.6% Sishen mining right that SIOC successfully converted in 2009. Tax matters On 3 February 2017, the South African Revenue Services and Sishen Iron Ore Company Proprietary Limited agreed on a R2.5 billion (approximately $185 million) settlement of a tax matter relating to the period covering 2006 to 2015 inclusive. The Group had previously provided for R1.5 billion and an additional R1.0 billion was provided for in 2016. 60 Anglo American plc Annual Report 2016STRATEGIC REPORT COAL COAL Seamus French CEO – Bulk commodities and other minerals KEY (TC) Thermal coal (MC) Metallurgical coal Our coal portfolio is geographically diverse, with metallurgical coal assets in Australia, and thermal coal assets in South Africa and Colombia, which mine products attuned to the individual requirements of our diversified customer base. We are the world’s third largest exporter of metallurgical coal. AUSTRALIA(1) HIGHLIGHTS 57% INCREASE IN UNDERLYING EBITDA◊ $1,646 million 7% REDUCTION IN UNIT COSTS◊ (US$ TERMS) AT AUSTRALIAN OPERATIONS – BACK TO LOWEST LEVEL SINCE 2006, IN LOCAL CURRENCY TERMS $51/tonne 9% INCREASE IN PRODUCTION AT SOUTH AFRICAN EXPORT MINES 24.6 Mt STRATEGIC FOCUS • The Grosvenor metallurgical coal mine in Queensland, Australia, produced its first longwall coal in May 2016, seven months ahead of schedule and more than $100 million under its total capital budget. • The disposal of two assets in Queensland, Australia was completed in the year; a 70% interest in the Foxleigh metallurgical coal mine and the sale of a 100% interest in the Callide thermal coal mine. In October, mining activities ceased at the Drayton thermal coal mine in New South Wales, Australia. 1 5 2 4 3 1 Moranbah North (MC) 2 Grosvenor (MC) 3 Dawson (MC/TC) 4 Capcoal (MC/TC) 5 Jellinbah (MC/TC) SOUTH AFRICA 9 1 Goedehoop (TC) 2 Greenside (TC) 3 Kleinkopje (TC) 4 Landau (TC) 5 Zibulo (TC) 6 Mafube (TC) 7 Kriel (TC) 8 New Denmark (TC) 9 New Vaal (TC) 10 Isibonelo (TC) 11 Richards Bay Coal Terminal 6 1 4 5 2 10 3 7 8 KEY Export market Export market / Domestic market Domestic market Port COLOMBIA 11 1 1 Cerrejón (TC) (1) Excludes Callide and Foxleigh disposals. The longwall at Grosvenor metallurgical coal mine. It was commissioned in May 2016, seven months ahead of schedule and substantially below its capital budget. 61 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT COAL COAL continued Key performance indicators Coal Prior year Australia and Canada Prior year South Africa Prior year Colombia Prior year Projects and corporate Prior year Production volume (Mt)(1) Sales volume (Mt)(2) Price ($/t)(3) Unit cost◊ ($/t)(4) Revenue◊ ($m) Underlying EBITDA◊ ($m) Underlying EBITDA margin Underlying EBIT◊ ($m) Capex◊ ($m) 94.8 94.9 30.4 33.5 53.8 50.3 10.7 11.1 – – 94.7 96.8 30.3 34.0 53.6 51.6 10.8 11.2 – – – – 112 90 60 55 56 55 – – – – 51 55 34 39 28 31 – – 5,263 4,888 2,547 2,374 2,109 1,893 607 621 – – 1,646 1,046 996 586 473 345 235 168 (58) (53) 31% 21% 39% 25% 22% 18% 39% 27% – – 1,112 457 661 190 366 230 143 90 (58) (53) 613 941 523 837 90 104 – – – – ROCE◊ 29% 9% 30% 6% 41% 19% 17% 11% – – (1) Production volumes are saleable tonnes. (2) South African sales volumes exclude non-equity traded sales volumes of 6.1 Mt (2015: 3.4 Mt). (3) Australia is the weighted average metallurgical coal sales price achieved. South Africa is the weighted average export thermal coal price achieved. (4) FOB cost per saleable tonne, excluding royalties. Australia and Canada excludes study costs and Callide. South Africa unit cost is for the export operations. FINANCIAL AND OPERATING OVERVIEW Australia and Canada Underlying EBITDA increased by 70% to $996 million, reflecting a 24% increase in the metallurgical coal realised price, and cost reductions across the business. Underlying EBITDA further benefited from an increase in the proportion of hard coking coal (HCC) production to 65% of total export production (2015: 60%). Although total production declined following a number of divestments, unit costs decreased by 7% in US dollar terms (7% in local currency) following the implementation of significant cost-reduction initiatives, particularly at the open cut operations, and a corporate restructure. Local currency (Australian dollar) unit costs were the lowest since 2006. Excluding the impact of divestments, total coal production was 4% lower than in 2015. The decrease was attributable to a reduction in export thermal production at Drayton, where mining activities ceased in October, following the New South Wales Planning Assessment Commission decision not to support approval of the Drayton South project. Excluding the divestment of Foxleigh (completed on 29 August 2016), metallurgical coal production was in line with the prior year. The divestment of Callide was completed on 31 October 2016. Grosvenor produced its first longwall coal in May 2016, seven months ahead of schedule and more than $100 million under its total capital budget. While all equipment has been fully commissioned, ramp-up to normal production is currently being hampered by challenging geological conditions. South Africa Underlying EBITDA increased by 37% to $473 million. This was mainly attributable to a 9% increase in the export thermal coal price, notwithstanding 4% lower export sales volumes as a result of planned destocking in 2015 (which was not repeated in 2016), facilitated by accessing additional rail and port capacity. Despite continued inflationary pressure in South Africa, unit costs reduced by 13% to $34/tonne owing to the weaker rand and a 2% reduction in on-mine rand unit costs. On-mine local currency costs have now reduced in line with those reported in 2013, as a result of the business’s cost-saving and productivity initiatives. Production increased by 7%, with a 9% increase from the Export mines following implementation of productivity improvement initiatives, and a 7% increase at the Eskom- tied mines, due largely to the recommissioning of the third dragline at New Vaal following a maintenance shutdown. Colombia Underlying EBITDA increased by 40% to $235 million, attributable mainly to stronger prices and lower costs following planned lower production to remove the highest cost capacity, and by the sustained benefits of significant cost-reduction programmes implemented in 2015. MARKETS Metallurgical coal Average market price for premium low volatility hard coking coal ($/tonne)(1) Average market price for premium low volatility PCI ($/tonne)(1) Average realised price for premium low volatility hard coking coal ($/tonne) Average realised price for PCI ($/tonne) 2016 114 88 119 77 2015 102 84 94 77 (1) Represents the quarterly average benchmark for premium low-volume hard coking coal and PCI. 62 Anglo American plc Annual Report 2016Metallurgical coal prices started to recover in the first six months, in a balanced market. In the second half, China’s imposition of safety, environmental and working time controls on its domestic mines, along with supply disruptions arising from geological difficulties encountered at several mines in Australia, caused significant market tightness, resulting in a sharp increase in both spot and contract prices. The spot metallurgical coal price averaged $199/tonne (TSI Premium HCC FOB Australia East Coast Port $/tonne) in the second half, 134% higher than in the first six months, with the premium for high grade material increasing owing to tightness in the premium HCC market. Supply controls on domestic production in China were relaxed towards the end of the year, while exports from the US slowly increased in the second half as some mines there came out of bankruptcy protection. Australian supply, however, remained broadly stable throughout the year, with producers taking a cautious view on capital investment. Thermal coal Average market price ($/t, FOB Australia)(1) Average market price ($/t, FOB South Africa)(1) Average market price ($/t, FOB Colombia)(1) Average realised price – Export Australia ($/tonne, FOB) Average realised price – Export South Africa ($/tonne, FOB) Average realised price – Domestic South Africa ($/tonne) Average realised price – Colombia ($/tonne, FOB) 2016 2015 66 64 58 55 60 17 56 59 57 52 55 55 19 55 (1) Thermal coal price and realised price will differ according to timing and quality differences. Chinese domestic supply rationalisation led to rises in the domestic thermal coal price, thereby incentivising imports. Consequently, Chinese import demand increased in the second half of the year, lifting global thermal coal prices. In the Pacific, the globalCOAL Newcastle 6,000 kcal/kg FOB Australia index increased by 12% to $66/tonne. This uplift in demand and subsequent increase in price helped pull up both the South African (API4) and Colombian (API10) indices by 12%. On the supply side, supply from Australia and Indonesia decreased slightly, while Russian exports into the Pacific were marginally higher on the back of increased Chinese import demand. For more information, refer to the Marketplace review section  See pages 06-08 OPERATING PERFORMANCE Australia and Canada Excluding the impact of divestments, production from the Australian mines decreased by 4% owing to the cessation of mining activities at Drayton (thermal coal). Production from the remaining operations was flat year-on-year as geological issues at Capcoal’s Grasstree operation, and a planned reduction at Capcoal’s open cut, which moved to a five-day operation, were offset by the ramp-up of Grosvenor, productivity improvements at Dawson and Jellinbah, as well as another record year at Moranbah. Excluding the divestment of Foxleigh, Australian export metallurgical coal production was in line with 2015. HCC production increased by 2%, owing to the ramp-up of Grosvenor (benchmark HCC producer), productivity gains and a change in mix to higher value metallurgical coal production at Dawson. South Africa Total production from the export operations increased by 9% to 24.6 million tonnes following the implementation of various productivity improvement initiatives at all managed sites, the introduction of enhanced shift systems at Goedehoop and Zibulo, and plant innovations at Kleinkopje and Goedehoop that have delivered incremental saleable production from previously discarded material. Export sales at 19.1 Mt were the second highest ever recorded, albeit 4% below 2015, when prior year sales volumes benefited from a planned 1 Mt drawdown of inventory. Eskom mine production increased by 7%, with New Vaal’s third dragline back in production following maintenance in the second half of 2015, and an improved performance at Kriel’s underground operations. Colombia Anglo American’s attributable output from its 33.3% shareholding in Cerrejón decreased by 4% to 10.7 Mt, following heavy rainfall in May and June, and ongoing planned reductions to remove the highest-cost capacity. OPERATIONAL OUTLOOK Australia and Canada Metallurgical coal production in 2017 is expected to be 19-21 Mt. This is below previous guidance owing to the divestment of Foxleigh, the restructuring of Dawson and Capcoal open cut to lower cost, lower volume operations, and current geological issues at Grosvenor. Export thermal coal In 2017, export production guidance from South Africa and Colombia has increased to 29-31 Mt (previously 28-30 Mt). 63 Strategic reportAnglo American plc Annual Report 2016 STRATEGIC REPORT CORPORATE AND OTHER CORPORATE AND OTHER Key performance indicators Segment Prior year Other Mining and Industrial Prior year Exploration Prior year Corporate activities and unallocated costs Prior year Revenue◊ ($m) Underlying EBITDA◊ ($m) Underlying EBIT◊ ($m) Capex◊ ($m) 4 925 – 921 – – 4 4 (123) (11) (2) 110 (107) (152) (14) 31 (150) (64) (2) 64 (107) (154) (41) 26 14 16 – 3 – – 14 13 FINANCIAL AND OPERATING OVERVIEW Corporate and Other reported an underlying EBITDA loss of $123 million (2015: $11 million loss). Other Mining and Industrial Underlying EBITDA from Other Mining and Industrial fell from a contribution of $110 million to a loss of $2 million following the disposal of Anglo American’s interest in the Lafarge Tarmac joint venture in July 2015. Exploration Exploration expenditure decreased to $107 million (2015: $152 million), reflecting general reductions across all commodities. The decreases were mainly attributable to an overall reduction in drilling activities. Corporate activities and unallocated costs Underlying EBITDA amounted to a $14 million loss (2015: $31 million gain), driven primarily by a year-on-year loss of $62 million that was recognised in the Group’s self-insurance entity, reflecting lower premium income and higher net claims and settlements during 2016. This was offset to some extent by an 11% decrease in corporate costs ($57 million), of which $56 million represented a foreign exchange gain compared with 2015. The reduction in corporate costs was mitigated by a 10% decrease in the recharge and allocation of corporate costs to business units of $40 million, reflecting the lower corporate cost base. 64 Anglo American plc Annual Report 2016GOVERNANCE CHAIRMAN’S INTRODUCTION GOVERNANCE Sir John Parker Chairman We continually work to maintain and develop the framework for good governance. CHAIRMAN’S INTRODUCTION As I mention in my Statement on pages 4-5 of this Report, the rapid deepening of the commodity crisis in the last few months of 2015 and at the start of 2016 necessitated an urgent but measured response from the Company. The Board established a committee of non-executive directors to meet regularly with our chief executive and management to approve our strategic approach to the crisis. This committee ensured that we achieved fast decision-making, and good alignment and cohesion between the Board and management, especially in the first six weeks of the year. BOARD COMPOSITION As a result of the resignations of Ray O’Rourke and Judy Dlamini in July and August 2016 respectively, the size of the Board was reduced to 10 directors, but given the need to tighten control of costs and to approach any search processes in a considered and appropriate way, we delayed commencing the recruitment of additional non-executives until later in the year. We are now nearing the end of those processes and the new appointments to the Board will ensure that we maintain a minimum of 25% women on the Board and ethnic diversity in our broad mix of attributes. We have now appointed a new finance director following René Médori’s decision to retire at the end of 2017 after 12 years in post. Although the process for appointing new directors is led by the Nomination Committee, other Board members are given the opportunity to meet candidates and recommend or otherwise their appointment. The work carried out by the Committee in 2016 is described on page 79. BOARD VISITS TO OPERATIONS In order that directors have a good understanding of the business and have the opportunity to interact with employees from a range of backgrounds and seniority, we encourage them to visit the Group’s operations. In addition to the site visits (described on page 75) and the Board and committee meetings, the non-executives interact with management throughout the year. This is helpful to them to understand the culture and morale of employees, and to the employees themselves to learn more about the role of the directors and how they contribute to the Group’s success. BOARD EVALUATION At least every three years the Board and its committees are evaluated by an external third party who interviews the directors and senior management to form an objective opinion on the performance of the Board and its members. Every board and every individual can benefit and improve from the receipt of constructive feedback and this Board and its directors are no exception. The areas highlighted for attention, and the actions we took to address the points raised in the 2015 external review, are described on page 77. An internal review has been carried out for 2016. COMMITTEE GOVERNANCE Starting on page 78, each of the Board committee chairmen presents a report on the activities of their committees during 2016. Each of these committees fulfils a vital role in safeguarding the effective governance of the Group and in ensuring that matters of material importance are fully considered and debated. The committee chairmen report to subsequent Board meetings on their deliberations, highlighting any matters that the Board as a whole should be aware of or which need further consideration. This helps to ensure that subjects raised at a committee meeting which may have a bearing on another committee’s responsibilities are brought to everyone’s attention. This year we are presenting our remuneration policy to shareholders for approval, together with our remuneration report which is the subject of an advisory only vote. Details of payments received by Board members under the existing policy, and the proposed new policy, are provided in the report of the Remuneration Committee on pages 84-109. COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE I am pleased that in 2016 your Company has complied in full with the UK Corporate Governance Code and I hope you find this report useful and informative. Sir John Parker Chairman 65 GovernanceAnglo American plc Annual Report 2016 GOVERNANCE DIRECTORS DIRECTORS CHAIRMAN Sir John Parker GBE, FREng, DSc (Eng), ScD (Hon), DSc (Hon), DUniv (Hon), FRINA FINANCE DIRECTOR René Médori Doctorate in Economics 74, joined the Board as a non-executive director on 9 July 2009 and became chairman on 1 August 2009. Sir John is also chairman of the Nomination Committee and is a member of the Sustainability Committee. He is recognised as a highly experienced and independent chairman and brings a wealth of leadership experience across a range of industries in many countries, including in South Africa. He is chairman of Pennon Group PLC, and a non-executive director of Carnival Corporation and Airbus Group. Sir John is a Visiting Fellow of the University of Oxford and was the President of the Royal Academy of Engineering from 2011 to 2014. Sir John was previously chairman of National Grid plc, deputy chairman of DP World, senior non-executive director and chair of the Court of the Bank of England, joint chair of Mondi and chair of BVT and P&O plc. 59, joined the Board on 1 June 2005 and became finance director on 1 September 2005. René will step down from the Board and as finance director at the conclusion of the AGM in April 2017. He is a member of the GMC and chairman of the CorpCo and the Investment Committee (InvestCo). René brings significant financial and commercial expertise from capital-intensive businesses, supplying products to the oil refining, steel and mining industries, and experience in international finance in the UK, Europe and the US. He is a non-executive director of Anglo American Platinum Limited, De Beers and Petrofac Limited. René is a former finance director of The BOC Group plc and was a non-executive director of SSE plc (formerly Scottish and Southern Energy plc). CHIEF EXECUTIVE TECHNICAL DIRECTOR Mark Cutifani BE (Mining-Hons), FAusIMM, CEngFIMMM, DBA (Hon), DoL (Hon) Tony O’Neill MBA, BASc (Eng) 58, was appointed as a director and chief executive on 3 April 2013. Mark is chairman of the Group Management Committee (GMC) and a member of the Corporate Committee (CorpCo) and the Sustainability Committee. He has 40 years’ experience of the mining industry across a wide range of geographies and commodities. Mark is a non-executive director of Anglo American Platinum Limited and chairman of Anglo American South Africa and De Beers. He was previously CEO of AngloGold Ashanti Limited. Before joining AngloGold Ashanti, Mark was the COO for Vale’s global nickel business. Prior to this he held senior executive positions with the Normandy Group, Sons of Gwalia, Western Mining Corporation, Kalgoorlie Consolidated Gold Mines and CRA (Rio Tinto). In 2016, Mark was awarded an honorary doctorate by the Laurentian University in Canada. 59, was appointed to the Board as technical director on 22 July 2015. Tony joined the Group in 2013 and has responsibility for the Technical and Sustainability function. He is chairman of the Operational Committee (OpCo) and is a member of the CorpCo, InvestCo and the Sustainability Committee. He is also a non-executive director of De Beers and Anglo American Platinum Limited. Tony joined AngloGold Ashanti in July 2008 as Executive Vice President – Business and Technical Development, and served as joint acting CEO during 2013. His 36-year career in the mining industry has spanned iron ore, copper, nickel and gold, and includes his roles as Operations Executive at Newcrest Mining and as the head of the Gold Business at Western Mining Corporation. Tony is a mining engineer with an MBA from the University of Melbourne. 66 Anglo American plc Annual Report 2016SENIOR INDEPENDENT DIRECTOR Sir Philip Hampton MA, ACA, MBA Mphu Ramatlapeng MD, MHSc 63, joined the Board on 9 November 2009 and has served as the senior independent director since April 2014. He is chairman of the Remuneration Committee and a member of the Audit and Nomination Committees. Sir Philip is chairman of GlaxoSmithKline and brings to Anglo American significant financial, strategic and boardroom experience across a number of industries. His previous appointments include chairman of The Royal Bank of Scotland and J Sainsbury plc, finance director of Lloyds TSB Group plc, BT Group plc, BG Group plc, British Gas plc and British Steel plc, executive director of Lazards, and non-executive director of RMC Group plc and Belgacom SA. 64, was appointed to the Board on 8 July 2013 and is a member of the Sustainability Committee. Mphu is a highly experienced leader who brings to Anglo American a broad range of global health expertise at board level across both the public and private sectors. Mphu is the executive vice president of the HIV/AIDS and Tuberculosis programmes for the Clinton Health Access Initiative and also the vice chair of the Global Fund To Fight AIDS, Tuberculosis and Malaria. She served as Minister of Health and Social Welfare of Lesotho between 2007 and 2012. In this role, she championed Lesotho’s significant achievements in reducing the transmission of HIV from mother to child. Across her career, she has been a leading advocate for women in business, including serving as founding board member of Women in Business in Lesotho. NON-EXECUTIVE DIRECTORS Byron Grote PhD Quantitative Analysis Jim Rutherford BSc (Econ), MA (Econ) 68, was appointed to the Board on 19 April 2013. He is chairman of the Audit Committee and a member of the Nomination and Remuneration Committees. Byron contributes broad business, financial and board experience in numerous geographies. Byron is vice chairman of the supervisory board of Akzo Nobel and a non-executive director of Standard Chartered PLC and Tesco PLC. He is a member of the European Audit Committee Leadership Network and an emeritus member of the Cornell University Johnson Advisory Council. Byron has extensive management experience across the oil and gas industry. He served on the BP plc board from 2000 until 2013 and was BP’s chief financial officer during much of that period. He was previously a non-executive director of Unilever NV and Unilever PLC. 57, joined the Board on 4 November 2013 and is a member of the Audit and Sustainability Committees. Jim has extensive experience in investment management and investment banking, and brings to the Board considerable financial insight from the perspective of the capital markets and a deep understanding of the mining industry. In 2016, Jim was appointed as chairman of Dalradian Resources Inc., having served as a non-executive director since 2015, and as chairman of the Queen’s University Belfast Foundation Board. Between 1997 and 2013, he was a senior vice president of Capital International Investors, a division of the Capital Group, and had responsibility for investments in the mining and metals industry. Prior to joining Capital Group, Jim was an investment analyst covering the South American mining and metals industry for HSBC James Capel in New York. 67 GovernanceAnglo American plc Annual Report 2016 GOVERNANCE DIRECTORS NON-EXECUTIVE DIRECTORS continued Anne Stevens BSc, PhD Jack Thompson BSc, PhD 68, joined the Board on 14 May 2012 and is a member of the Audit, Nomination and Remuneration Committees. Anne brings a wealth of experience and wide-ranging commercial acumen from a number of global industries. She has experience gained across North, Central and South America. 66, joined the Board on 16 November 2009. Jack is chairman of the Sustainability Committee and a member of the Remuneration Committee. He brings experience gained at all levels of the mining industry in North and South America and has received wide recognition as a mining executive. Anne is a non-executive director of GKN plc, Lockheed Martin Corporation and XL Catlin. She served as chairman and CEO of SA IT Services from 2011 until her retirement in December 2014. From 2006 to 2009, Anne was chairman and CEO of Carpenter Technology Corporation. Prior to this, she was COO for the Americas at Ford Motor Company until 2006, the culmination of her 16-year career with the company. Her early career was spent at Exxon Corporation, where she held roles in engineering, product development, and sales and marketing. Jack is a non-executive director of Tidewater Inc. He was previously chairman and CEO of Homestake Mining Company, vice chairman of Barrick Gold Corporation, and has served on the boards of Centerra Gold Inc., Century Aluminum Company, Molycorp Inc., Phelps Dodge Corporation, Rinker Group, and Stillwater Mining. In addition, the following non-executive directors served during the year: Ray O’Rourke stepped down from the Board on 25 July 2016. Judy Dlamini stepped down from the Board on 30 August 2016. 68 Anglo American plc Annual Report 2016GOVERNANCE EXECUTIVE MANAGEMENT EXECUTIVE MANAGEMENT GROUP MANAGEMENT COMMITTEE MEMBERS Mark Cutifani See page 66 for biographical details. Seamus French B Eng (Chemical) René Médori See page 66 for biographical details. Tony O’Neill See page 66 for biographical details. Didier Charreton MSc 53, Group director – people and organisation since 1 December 2015. Didier has held a number of senior HR roles across his more than 25-year career. From 2007 until 2014 he was chief human resources officer for Baker Hughes, the US-based oilfield services company. Prior to 2007, Didier was HR director at Coats plc in the UK, and before that held a number of HR roles at Schlumberger, based in the US, Argentina, Venezuela and France. Bruce Cleaver BSc, LLB, LLM 54, is CEO of Bulk commodities and other minerals, with responsibility for the Group’s coal and iron ore businesses. Seamus joined the Group in 2007 and was CEO of Metallurgical Coal between 2009 and 2013, and CEO of Coal until 2015. Prior to his career at Anglo American, Seamus joined WMC Resources in Australia in 1994 in a strategic planning and business development role, and progressed to various operational management roles, gaining extensive experience in the gold and nickel businesses before being appointed executive general manager of the copper-uranium division. Seamus joined BHP Billiton as global vice president, business excellence, following its takeover of WMC in 2005. Chris Griffith B Eng (Mining) Hons, Pr Eng 52, CEO of Anglo American Platinum since 1 September 2012. Chris was previously CEO of Kumba Iron Ore from 2008 to 2012. Prior to this, he was Anglo American Platinum’s head of operations for joint ventures. Chris has been with the Group for over 25 years, joining Anglo American Platinum where he progressed from shift supervisor to one of the youngest general managers in the company at that time. Norman Mbazima FCCA, FZICA 51, was appointed CEO of De Beers on 1 July 2016. Bruce has served as Group director – strategy and business development at Anglo American, and was previously executive head of strategy and corporate affairs for De Beers, having joined the company in 2005. Before joining De Beers, he was a partner at Webber Wentzel, the largest law firm in Africa, specialising in commercial matters. 58, deputy chairman of Anglo American South Africa since 1 June 2015. From 2012 to 2016 he served as CEO of Kumba Iron Ore. Norman joined Anglo American in 2001 at Konkola Copper Mines plc and was subsequently appointed global CFO of Coal. He became finance director of Anglo American Platinum in 2006 and later stepped in as joint acting CEO. Norman was CEO of Scaw Metals from 2008 and later CEO of Thermal Coal from 2009 to 2012. 69 GovernanceAnglo American plc Annual Report 2016 GOVERNANCE EXECUTIVE MANAGEMENT GROUP MANAGEMENT COMMITTEE continued Anik Michaud LL.L (Law) Peter Whitcutt BCom (Hons), CA (SA), MBA 49, Group director – corporate relations since 3 June 2015. Her remit includes corporate communication, international and government relations, social performance and engagement, and the office of the chief executive. Anik joined Anglo American in 2008 as Group head of corporate communication. Prior to that, she was director of public affairs for Rio Tinto Alcan, after 10 years with the Alcan group. Anik began her career as the political attaché to the Minister of Finance for Quebec. 51, CEO of Marketing since January 2016. Peter joined the Group in 1990 within the corporate finance division. He worked on the merger of Minorco with Anglo American, the listing of Anglo American in 1999, and the subsequent unwinding of the cross-holding with De Beers. Peter was appointed Group head of finance in 2003, CFO of Base Metals in 2008 and served as Group director – strategy, business development and marketing from 2013 to 2015. He is also a non-executive director of De Beers. Duncan Wanblad BSc (Eng) Mech, GDE (Eng Management) Stephen Pearce BBus (Acc), FCA, GIA, MAICD 50, CEO of Base Metals and Group director – strategy and business development since July 2016. Between 2009 and 2013, Duncan held the position of Group director, Other Mining and Industrial. He was appointed joint interim CEO of Anglo American Platinum in 2007, having joined the board in 2004, before taking over as CEO of Anglo American’s Copper operations in 2008. Duncan began his career at Johannesburg Consolidated Investment Company Limited in 1990. 52, Stephen joined Anglo American as finance director designate on 30 January 2017. He will join the Board as finance director on 24 April 2017, subject to shareholder approval at the AGM. Stephen has more than 16 years of public company director experience and 30 years’ experience in the mining, oil and gas, and utilities industries. Before joining Anglo American, Stephen served as CFO and an executive director of Fortescue Metals Group from 2010 to 2016. Prior to that, he held the positions of managing director and CEO of Southern Cross Electrical Engineering Ltd and was CFO of Alinta Ltd. Until January 2017, he served as a non-executive director of Cedar Woods Properties Ltd. Philippe Mellier stepped down from the GMC on 1 July 2016, following his resignation as CEO of De Beers. 70 Anglo American plc Annual Report 2016GOVERNANCE THE BOARD IN 2016 THE BOARD IN 2016 CORPORATE GOVERNANCE COMPLIANCE The Board supports the principles and provisions of the UK Corporate Governance Code (the Code) issued by the Financial Reporting Council (FRC). The Company has complied throughout the year with the Code, which is available on the FRC’s website (www.frc.org.uk). Details of how the Code has been applied are detailed below. Throughout 2016, the Board monitored business performance against that strategy, paying particular attention to the effects it had on employees and other stakeholders. The external evaluation gave the Board an opportunity to receive an objective assessment of its performance and effectiveness at a time when, more than ever, its role was crucial to the Company and its long term viability. The results of the evaluation are described on page 77. THE ROLE OF THE BOARD The Board is collectively responsible for the governance of the Company and this role is particularly important when the Company finds itself under stress and operating in difficult economic conditions. At times such as this, shareholders and other stakeholders expect the Board to respond effectively and appropriately and to take the actions necessary to ensure and safeguard the Company’s long term success. As noted in the Chairman’s introduction on page 65, the Board established a committee to revise and refine the Company’s strategic response. This was presented to, and agreed by, the Board as a whole at its meeting in February 2016. The agreed strategy was outlined in the 2015 Annual Report and its progress to date is described elsewhere in this document. As always, the Board was supported in meeting its commitments by a number of committees to which it delegates certain of its responsibilities. Some of those committees were established at specific times to allow closer attention and analysis of key aspects of the Company’s business, such as the committee described above, or to finalise matters already discussed in detail by the entire Board. Other committees are more permanent in nature and are required to ensure the Company correctly applies the principles of the Code, and the roles, membership and activities during the year of these are summarised on pages 78-109. Some decisions are sufficiently material that they can only be made by the Board as a whole. The schedule of ‘Matters Reserved for the Anglo American plc Board’, and the committees’ terms of reference, explain which matters are delegated and which are retained for Board approval, and these documents can be found online. For more information, visit www.angloamerican.com/aboutus/ourapproach Governance structure The Board Provides leadership to the Group and is responsible for its long-term success. Group Management Committee (GMC) Principal executive committee. Responsible for formulating strategy, setting targets/budgets and managing the Group’s portfolio. For more information see ‘GMC Rules’ on the Group’s website. Corporate Committee (CorpCo) Reviews corporate and ethical policies and processes, and financial performance and budgets at business unit level. Operational Committee (OpCo) Responsible for driving operational best practices across the Group and the setting of technical standards. Investment Committee (InvestCo) Responsible for making recommendations to the GMC on capital investment proposals. Audit Committee Oversight of financial reporting, audit, internal control and risk management. See page 80 for more details. Nomination Committee Responsible for Board composition, appointment of directors and senior management and succession planning. See page 79 for more details. Remuneration Committee Determines the remuneration of executive directors, the chairman and senior management and oversees remuneration policy for all employees. See page 84 for more details. Sustainability Committee Oversees management of sustainability issues, including safety, health, environment, social and government relations. See page 78 for more details. Board committees Executive committees 71 GovernanceAnglo American plc Annual Report 2016 GOVERNANCE THE BOARD IN 2016 BOARD COMPOSITION The Code requires that there is a clear division of responsibilities at the head of the Company between the running of the Board (one of the chairman’s key responsibilities) and the executive responsibility for the running of the Company’s business (the responsibility of the chief executive, Mark Cutifani). The chairman (Sir John Parker) is also responsible for leadership of the Board and ensuring its effectiveness on all aspects of its role. The Code also recommends that there is a senior independent director to provide a sounding board for the chairman and to serve as an intermediary for the other directors when necessary. The senior independent director (Sir Philip Hampton) is available to shareholders if they have concerns when communications through the normal channels have failed to resolve the matter or when such contact is inappropriate. In addition to the roles outlined above, the Board currently comprises a further two executive directors and five additional independent non-executive directors, making a total of 10 directors. In 2016, two non-executive directors resigned, and one of these resignations (that of Judy Dlamini at the end of August) resulted in the Board’s composition falling below the Davies Report target of 25% female membership. Recruitment processes have been under way since late 2016 resulting in the nomination of an additional female director for shareholders to vote on at the AGM in April. This appointment will ensure that the Board returns to having at least 25% female membership and retains two ethnically diverse directors. A separate process is targeting the recruitment of a non-executive director with project management and large construction skills alongside significant mining experience to further strengthen our Board. In respect of other measures of diversity, the Board has directors from Australia, France, Ireland, Lesotho, the UK, and the USA, with a broad range of professional experience as set out in the table below. In 2017, René Médori will retire from the Board and as finance director. Stephen Pearce is proposed for election at the AGM in April to succeed him. Stephen joined Anglo American as finance director designate and as a member of the GMC on 30 January 2017. His biography appears on page 70. Following Sir John Parker’s decision to step down as chairman during the course of 2017, Sir Philip Hampton is leading the Nomination Committee’s process to identify a successor to the chairmanship. Sir John will continue to chair the Board until a successor is appointed. Board experience and diversity Professional experience Health, safety, welfare • • • • • Broad based international business experience Previous NED experience Previous chief executive Economics and global economy Experience as an investor • • • • • • • •(2) • • • • • • •(3) •(4) • • • • • • Directors Country Mining Engineering Large project management Construction in mining/ oil and gas Finance • • • • • • • • • • • • • • Sir John Parker UK Mark Cutifani* René Médori* Byron Grote Australia France USA/UK Sir Philip Hampton UK Tony O’Neill* Australia Mphu Ramatlapeng Lesotho Jim Rutherford UK Anne Stevens Jack Thompson USA USA(5) •(1) • • • • • • • • (1) Non-executive director – British Coal Corporation (2) Non-executive director – Petrofac Limited; SSE plc (3) Government minister (4) COO – South America – Ford (5) Born in Cuba, naturalised US citizen * Also Group Management Committee members 72 Anglo American plc Annual Report 2016BOARD DISCUSSIONS The rolling agenda of matters discussed by the Board is described and explained below. The Board is scheduled to meet at least six times a year but meets more often should circumstances warrant this. In addition, a one and a half day strategy session is held, during which strategy formulated by management is debated, stress-tested, modified if necessary, and finally approved by the Board. Each of the Group’s business unit heads presents to the Board in some depth once a year on key aspects of the business, including: safety and environment; performance; and risk management. AREAS COVERED COMMENTS Fatal incidents, Total Recordable Case Frequency Rate, health and medical incidents Environmental incidents, energy and climate change, water availability and rehabilitation Social incidents and performance, government, media and investor relations The chief executive reports at each Board meeting on Group safety performance and this topic is always the first item on the agenda. The causes of fatal incidents and those causing injury are examined in detail by the Sustainability Committee and the findings discussed by the Board as a whole. Management performance in reducing such incidents and to improve occupational health is reviewed. Material environmental incidents are reported on, together with efforts made to reduce energy and natural resource consumption, and to generally reduce the impact of the Group’s operations on the environment. Community complaints about environmental matters, and any health and safety issues are reported. Investor and media relations updates are given. Organisational restructure, key appointments and resignations, business integrity and Code of Conduct Progress on organisational restructuring and changes in headcount are monitored. Targets for areas such as diversity are agreed and reported on. The Code of Conduct is reviewed and approved and progress of the roll-out across the business is discussed. The Board is updated on business integrity training being undertaken across the Group. Operational performance by each business unit and progress of key projects A report on each business unit is received and each business unit head presents in detail on its operations, strategy and risks once a year. The Board also visit one of the Group’s operations: in 2016 the Board visited the Element Six operation in Oxfordshire. Board discussions TOPIC AND LINK TO STRATEGY Safety and Health Environment Socio-political People Operations Financial Economic outlook and commodity prices Key financial measures, liquidity and balance sheet strength, cost improvements Macro-economic environment and commodity price outlook Strategy Disposals, three-year plan, progress on critical tasks Board governance Reports from committees, legislative and regulatory compliance Progress against the annual budget is monitored and discussed. Liquidity, balance sheet strength and debt are reviewed and, if any corrective actions are necessary, these are agreed. The Board receives briefings from internal teams and external advisers on trends in relevant areas and likely scenarios for global economic growth. Commodity prices, and the effect of these on the Group, are noted and taken into account for strategy and planning purposes. As well as having a dedicated strategy meeting each year, the Board reviews progress against the Group’s agreed strategy at each meeting and considers if any changes to that strategy are needed. There are annual presentations on exploration and innovation. Each of the committee chairs report on recent meetings and any developments which need the attention of the Board as a whole. Reports are received on the Group’s compliance with relevant legislation and regulation, and any actions needed to respond to recent developments. The Board receives biannual updates on material litigation across the Group. Matters which generally assist the effective functioning of the Board and Group as a whole are considered and actions agreed. For more information on our strategy and how we measure our performance through our pillars of value see pages 10-11. 73 GovernanceAnglo American plc Annual Report 2016 GOVERNANCE THE BOARD IN 2016 BOARD AND COMMITTEE MEETINGS 2016 – FREQUENCY AND ATTENDANCE OF MEMBERS The table below shows the attendance of directors at meetings of the Board and committees during the year. Attendance is expressed as the number of meetings attended out of the number eligible to be attended. Sir John Parker Mark Cutifani René Médori Judy Dlamini(1) Byron Grote(2) Sir Philip Hampton Tony O’Neill Ray O’Rourke(3) Mphu Ramatlapeng Jim Rutherford Anne Stevens(4) Jack Thompson Independent n/a No No Yes Yes Yes No Yes Yes Yes Yes Yes Board 6/6 6/6 6/6 4/4 6/6 6/6 6/6 4/4 6/6 6/6 6/6 6/6 Audit – – – 3/3 4/4 3/4 – – – 4/4 4/4 – Sustainability 4/4 4/4 – – – – 4/4 1/3 4/4 4/4 – 4/4 Remuneration – – – 2/3 4/4 4/4 – 3/3 – – 1/1 4/4 Nomination 6/6 – – – 1/1 6/6 – 4/4 – – 6/6 – (1) Resigned 30 August 2016. (2) Appointed to the Nomination Committee on 21 October 2016. (3) Resigned 25 July 2016. (4) Appointed to the Remuneration Committee on 21 October 2016. BOARD INFORMATION AND SUPPORT All directors have full and timely access to the information required to discharge their responsibilities fully and effectively. They have access to the advice and services of the company secretary, other members of the Group’s management and staff, and external advisers. Directors may take independent professional advice in the furtherance of their duties, at the Company’s expense. Where a director is unable to attend a Board or committee meeting, he or she is provided with all relevant papers and information relating to that meeting and is able to discuss issues arising with the respective chairman and other Board and committee members. 74 Anglo American plc Annual Report 2016BOARD VISITS TO OPERATIONS Both the Board and the business as a whole benefit from the directors visiting the Group’s operations. As well as gaining a better understanding of the various operations the Group undertakes, the directors have the opportunity to meet and talk to employees at those operations and understand more about the issues of importance to them. During 2016, the Board visited the Element Six operation at Harwell in the UK, part of the De Beers Group of Companies. In addition, several non-executive directors, including members of the Sustainability Committee, visited the following operations in South Africa during the year: the Venetia diamond mine; the Bafokeng-Rasimone Styldrift platinum mine; and the Platinum Precious Metals Refinery. Images Top left: Element Six head of applications – cutting and grinding Wayne Leahy explains aspects of the company’s precision testing. Top right and bottom left: Element Six principal research scientist Richard Bodkin during a demonstration in the Customer Experience area. Middle: Richard Bodkin and Element Six executive director, innovation Siobhan Duffy during a presentation to Board members. Bottom right: In Element Six’s Press Hall, non-executive directors and Base Metals CEO Duncan Wanblad with Siobhan Duffy, research fellow Ray Spits and senior research scientist Serena Bonetti. 75 GovernanceAnglo American plc Annual Report 2016 GOVERNANCE THE BOARD IN 2016 BOARD EVALUATION INVESTOR RELATIONS In accordance with the Code, Independent Board Evaluation (IBE), an external consultancy with no other connection to the Company, conducted an external evaluation exercise at the end of 2015, the results of which are shown on the following page. A comprehensive brief was provided to IBE, together with supporting materials, prior to their attending Board and committee meetings. Detailed interviews were conducted with each of the directors, certain senior executives and representatives of the Group’s auditor, Deloitte. Feedback was provided to the chairman and the committee chairs and a report on the chairman was presented to the senior independent director. Overall, the Board was considered to be generally effective and well balanced, with some areas for improvement, including induction and risk management. The chairman conducted one-to-one interviews with each of the non-executive directors following the evaluation. At the end of 2016, Board and committee members completed an online, questionnaire-based, internal evaluation of performance. The results of this evaluation will be reported in the 2017 Annual Report. The Company maintains an active engagement with its key financial audiences, including institutional shareholders and buy and sell-side analysts, as well as potential shareholders. The investor relations department manages the interaction with these audiences and regular presentations take place at the time of the interim and final results, as well as during the rest of the year. An active programme of communication with potential shareholders is also maintained. Any significant concerns raised by a shareholder in relation to the Company and its affairs are communicated to the Board. The Board is briefed on a regular basis by the investor relations department and analysts’ reports are circulated to the directors. Feedback from meetings held between executive management or the investor relations department, and institutional shareholders, is also communicated to the Board. During the year there were regular presentations to, and meetings with, institutional investors in the UK, South Africa, continental Europe and North America to communicate the strategy and performance of Anglo American, and an investor visit to the Jwaneng diamond mine in Botswana. Executive directors and key executives, including business unit heads, host such presentations, which include seminars for investors and analysts and one-on-one meetings. Throughout the year, executive management also presents at industry conferences that are mainly organised by investment banks for their institutional investor base. The Company’s website provides the latest news and historical financial information, details about forthcoming events for shareholders and analysts, and other information regarding Anglo American. 76 Anglo American plc Annual Report 20162015/16 BOARD AND BOARD COMMITTEE EVALUATION – ACTION PLAN BOARD AND COMMITTEE ACTIVITIES AREAS IDENTIFIED FOR ACTION FOLLOW-UP ACTIONS IN 2016 Risk management processes should be reviewed to incorporate best practices from other sectors, including involving the Board in stress testing the combination of key risks, as per the preparation of the viability statement. The use of more external input to strategy discussions as a way of sense-checking the data the Board is given and challenging assumptions should be considered. The Audit and Sustainability Committees reviewed their respective risk management systems and recommended improvements to the Board. The Board received external briefings on the macro-economic environment and on external perceptions of the Group’s strategy from its advisers. The views expressed were debated with the presenters, further considered by the Board and informed and influenced the decisions which were taken subsequently. Tracking of strategy execution was needed for the cost reduction programme and disposals plan by allocating accountability for the individual programmes, tracking key milestones, and reviewing progress regularly at Board meetings. Tracking of cost-reduction targets and disposals was a regular agenda item for the Board in 2016, with designated executives attending to update the Board on progress of each workstream. This process will continue for the life of the items. Contact between Board and business unit employees should further improve, including the scheduling of ‘deep dives’ on key issues at Sustainability Committee, Audit Committee and Board meetings. Board, Sustainability Committee and Audit Committee meetings are attended by employees from around the business, and Board members are invited to visit Group operations and are encouraged to meet with employees without management being present. The Board as a whole visit one operation each year, and these visits provide an opportunity for the Board to meet and interact with local management and other employees, both in meetings and at Board dinners. Additional meetings and visits outside of those scheduled are arranged if the directors think it would be useful to meet either specific individuals or employees in general. Communication of decisions to management and employees, especially those adversely affected by the cost reduction and disposals programme could be improved. The Group director – people and organisation briefed the Board on messaging and communication processes and messaging was kept under review to ensure that it was appropriate and respectful. Director induction and onboarding could be enhanced, especially for new Board members who have not previously served on the board of a UK listed company. All Board members should have an individual, tailored induction plan. Review the Board skills matrix to ensure that the Board’s composition is appropriate and identify any skills gaps. The Board and committee paper format should be used more widely to help with the effective management of meetings and decision making. Information flows from the Remuneration and Nomination Committees to the Board could be further improved with directors who do not serve on those committees receiving more information about their work. For new directors, the chairman and company secretary will work together to improve the tailored induction plan and monitor progress more frequently with the director concerned, adjusting the programme itself, and future programmes, to reflect any lessons learned. The skills matrix is used to identify areas in which aggregate Board experience could be improved and is used as part of the recruitment process for new Board members and non-executive succession planning. Without being overly prescriptive, standard templates are used to help authors and presenters structure their papers and presentations in a way that is helpful for the audience. This helps ensure that time allocated to individual items is used efficiently, and that the meeting focuses on the key areas for discussion or decision making. The non-executive directors’ sessions (held after each Board meeting) are used to share confidential information and directors are encouraged to raise any queries with the relevant chairmen. All committee minutes are circulated to directors unless it is not appropriate to do so. 77 GovernanceAnglo American plc Annual Report 2016 GOVERNANCE SUSTAINABILITY COMMITTEE February • business unit sustainability report: Iron Ore Brazil • tailings storage facilities and water retaining dams – stewardship and crisis management • permitting compliance – mitigating risks. June • providing a safe and healthy work environment – employee exposure to dust • geo-political developments, with a particular focus on Brazil and South Africa • International Council on Mining and Metals (ICMM) benchmarking report – comparing safety performance and trends across the industry • key legislative developments in the sustainability area. July • tailings dams contractor management and governance • business unit sustainability reports: Kumba Iron Ore and Coal • Social Way assessment results – an update on the Group’s performance on managing the social impacts of mining • safety and sustainable development benchmarking – comparing performance and global trends across the industry. October • business unit sustainability report: Base Metals • safety and sustainable development performance – implementation of the integrated operating model • water – strategies for managing water usage. SUSTAINABILITY COMMITTEE Jack Thompson Chairman, Sustainability Committee COMPOSITION • Jack Thompson – Chairman • Mark Cutifani • Tony O’Neill • Ray O’Rourke (resigned 25 July 2016) • Sir John Parker • Mphu Ramatlapeng • Jim Rutherford ROLE AND RESPONSIBILITIES The Committee oversees, on behalf of the Board, material management policies, processes, and strategies designed to manage safety, health, environment, socio-political and people risks, to achieve compliance with sustainable development responsibilities and commitments and strive for an industry leadership position on sustainability. The Committee is responsible for reviewing the causes of any fatal or significant sustainability incidents and ensuring learnings are shared across the Group. The Committee’s terms of reference are available to view online. For more information, visit www.angloamerican.com/aboutus/ourapproach COMMITTEE DISCUSSIONS IN 2016 The Committee met four times in 2016. At each meeting, the Committee reviews a detailed quarterly report covering the Group’s performance across a range of sustainability areas including: safety; occupational health; political and regulatory risk; and environmental and social performance. Significant social, safety, health and environmental incidents are reviewed at each meeting, as are the results from operational risk reviews. In 2016, 11 members of the workforce lost their lives at Group operations. Preliminary observations from each of these fatal incidents were reported to the next Committee meeting following their occurrence, noting the factors surrounding the incidents, mitigating steps being taken and the process for formal investigation. Following completion of independent investigations, findings are presented to the Committee. In addition to the Committee’s standing agenda items, the following matters were discussed during 2016: 78 Anglo American plc Annual Report 2016GOVERNANCE NOMINATION COMMITTEE NOMINATION COMMITTEE Sir John Parker Chairman, Nomination Committee June • the shortlist of candidates to succeed René Médori as COMPOSITION • Sir John Parker – Chairman • Sir Philip Hampton • Ray O’Rourke (resigned 25 July 2016) • Anne Stevens • Byron Grote (appointed 21 October 2016) ROLE AND RESPONSIBILITIES • Agreeing a skills and experience matrix for all directors (with the approval of the Board) to identify any skills gaps to address when recruiting new directors. • With the assistance of external search consultants, identifying and reviewing in detail potential candidates available in the market and agreeing a ‘longlist’ of candidates for each directorship. Following further discussion and research, deciding upon a shortlist of candidates for interview. Committee members interview the shortlisted candidates and make a recommendation to the Board. • Making recommendations as to the composition of the Board and its committees and the balance between the executive directors and non-executive directors in order to maintain a diverse Board with the appropriate mix of skills, experience, independence and knowledge. • Ensuring that the HR function of the Group regularly reviews and updates the succession plans for the directors and senior managers. These are presented to the Board by the chief executive (in the absence of other executive directors) and discussed. The Committee’s terms of reference are available to view online. For more information, visit www.angloamerican.com/aboutus/ourapproach COMMITTEE DISCUSSIONS IN 2016 The Committee met six times during 2016, discussing the following matters: February • the composition of the Board and its committees, the leadership needs of the organisation and succession planning. April • succession planning for executive directors • action plan to address the issues raised by the 2015 Board evaluation. finance director • senior management changes and succession planning. July • progress on the recruitment process for the appointment of the new finance director • committee membership following Ray O’Rourke’s decision to step down as a non-executive director. October • succession planning for non-executive directors following Judy Dlamini’s decision to step down as a non-executive director • recommendations to appoint new members to the Nomination and Remuneration Committees • noting that Stephen Pearce had accepted an offer for the role of finance director. December • finalised the role profiles for two non-executive director roles with external consultants • update on succession planning for non-executive directors. PROCESS USED IN RELATION TO BOARD APPOINTMENTS The Board is committed to ensuring that it remains diverse in terms of gender and ethnicity. This includes targets of at least 25% of the directors being female and at least one (and preferably more) person of colour. At the date of this report, the Board’s gender diversity target is not currently met, as a result of the resignation of Judy Dlamini in August 2016. Search processes for new non-executive directors aim to address this while securing the best possible candidates for the Board, regardless of gender. Spencer Stuart (South Africa) and Heidrick & Struggles are retained by the Committee to assist with these search processes. Both consultancies have worked for the Group in recruiting for senior appointments and were chosen for having the best understanding of the Board’s requirements given the markets in which the most suitable candidates are likely to be found. Shortlisted candidates are generally interviewed by all members of the Committee and, where practical, other directors prior to Board approval. 79 GovernanceAnglo American plc Annual Report 2016 GOVERNANCE AUDIT COMMITTEE AUDIT COMMITTEE Byron Grote Chairman, Audit Committee COMPOSITION • Byron Grote – Chairman • Judy Dlamini (resigned 30 August 2016) • Sir Philip Hampton • Jim Rutherford • Anne Stevens ROLE AND RESPONSIBILITIES • Monitoring the integrity of the annual and interim financial statements • Making recommendations to the Board concerning the adoption of the annual and interim financial statements • Overseeing the Group’s relations with the external auditor • Reviewing and monitoring the effectiveness of the Group’s risk management and internal control mechanisms • Approving the terms of reference of the internal audit function • Approving the internal audit plan and reviewing regular reports from the head of internal audit on effectiveness of the internal control system • Receiving reports from management on the Principal Risks of the Group. Details of the principal risks are contained on pages 42-45 • Overseeing implementation of the Group’s Code of Conduct. The Committee’s terms of reference are available to view online. For more information, visit www.angloamerican.com/aboutus/ourapproach FAIR, BALANCED AND UNDERSTANDABLE A key requirement of our financial statements is for the report to be fair, balanced and understandable. The Audit Committee and the Board are satisfied that the Annual Report and Accounts meet this requirement, as appropriate weight has been given to both positive and negative developments in the year. In justifying this statement, the Audit Committee has considered the robust process which operates in creating the Annual Report and Accounts including: • clear guidance and instruction is provided to all contributors • revisions to regulatory requirements are provided to contributors and monitored on an ongoing basis • reviewing the use and disclosure of Alternative Performance Measures, taking into account guidance from the European Securities and Markets Authority and the Financial Reporting Council’s comments on the use of adjusted measures in its Annual Review of Corporate Reporting 2015/2016 • early-warning meetings are conducted between business unit management and the auditor in advance of the year-end reporting process • a thorough process of review, evaluation and verification of the inputs from business units is undertaken to ensure accuracy and consistency • external advisers provide advice to management and the Audit Committee on best practice with regard to creation of the Annual Report and Accounts • a meeting of the Audit Committee was held in February 2017 to review and approve the draft 2016 Annual Report and Accounts in advance of the final sign-off by the Board. This review included the critical accounting judgements explained in Note 1 to the Consolidated financial statements, pages 120-122 • the Audit Committee considered the conclusions of the external auditor over the key audit risks that contributed to their audit opinion, specifically impairments, taxation, special items and remeasurements and corporate asset transactions. COMMITTEE DISCUSSIONS IN 2016 Throughout the course of 2016, the Audit Committee paid particular attention to the evolving commodity price risk and management’s actions to mitigate the effects of the risk. Discussion included the actions to maintain sufficient liquidity and the disposal programme. In addition, the implications of the weaker price environment on asset valuations was subject to detailed review. The Audit Committee held four meetings in 2016. The specific items covered in each meeting included the following: 80 Anglo American plc Annual Report 2016February • significant accounting issues and the impairments reported in February 2016. The Committee reviewed the assumptions and rationale for the impairments • the results of the external audit work • the going concern statement and the underlying assumptions upon which the statement was made • the viability statement including the risk scenarios, the basis for modelling the scenarios, results of the analysis, conclusions and the wording of the statement • tax matters, including the status of tax audits in South Africa and an overview of the global tax landscape, to consider the implications for the Group’s tax reporting requirements July • the significant accounting issues for the half-year report, including a review of impairment indicators • the going concern assessment, including the underlying assumptions, risks and mitigating actions to support the assessment • a report on tax matters, including an update on tax audits in South Africa and tax strategy to address the changing global tax environment and challenges due to the Group’s transformation programme • a report from Deloitte on their interim review and a preliminary planning paper on the 2016 audit • the interim financial statements and draft press release • the schedule of approved non-audit services provided • the press release for the 2015 financial results and the by the auditor for the half year 2015 Annual Report content • the Ore Reserves and Mineral Resources report, focusing on areas of material change and satisfying itself that the procedures for estimating and reporting Ore Reserves and Mineral Resources remain effective • review of non-audit services provided by the auditor during 2015 • report on completion of the 2015 internal audit plan, the results of internal audit work and the Group’s whistleblowing arrangements. April • an update on tax audit in South Africa • management’s assessment of the auditor independence and effectiveness in delivery of the 2015 audit • an update on implementation of the new Code of Conduct • the interim internal audit report, reviewing progress with the 2016 plan and relevant issues associated with the disposal programme • the principal risks following a reassessment of the Group’s risk profile • a report on the Group’s insurance arrangements, including results of the renewal negotiations. November • the significant accounting and financial reporting matters for the 2016 year end, including impairment and impairment reversal reviews in addition to the accounting treatment for assets disposed during the second half of 2016 • reviewed and approved the plan to roll-out the new • an update on tax matters Code of Conduct. The discussion included governance structures over implementation of the Code • an update on implementation of the programme that mitigates risk of bribery and corruption including assessment of risks associated with the disposal programme • a report on compliance activities associated with the • approved the external audit plan and fee for 2016 • an update on the Marketing business compliance programme • reviewed and approved changes to the policy on external auditor independence to reflect changes in regulations and the plan for the process to select a new auditor in 2020 Marketing business, including trading activities, following an external assessment of the compliance programme in Marketing • reviewed an update on the Group’s principal risks and the preparation work for completing the viability statement to be included in the 2016 Annual Report • a report on the management of cyber risk, including emerging cyber threats and developments in the priorities to mitigate this risk • a report analysing the Group’s pension assets and liabilities, including the impact of the Group’s restructuring programme • a review of executive management expenses for 2015 and the control environment associated with executive travel and expenses. • reviewed and approved the internal audit plan for 2017, noting the alignment of audit work to key risks in the Group • received a report from Deloitte on the effectiveness of risk management and internal audit work, noting the recommendations and management response • reviewed the terms of reference of the Audit Committee, noting no changes were required. The Audit Committee report is set out over the page. 81 GovernanceAnglo American plc Annual Report 2016 GOVERNANCE AUDIT COMMITTEE REPORT AUDIT COMMITTEE REPORT ENSURING INDEPENDENCE OF THE EXTERNAL AUDITOR Anglo American’s policy on auditor’s independence is consistent with the ethical standards published by the Audit Practices Board. A key factor that may impair an auditor’s independence is a lack of control over non-audit services provided by the external auditor. The external auditor’s independence is deemed to be impaired if the auditor provides a service that: • results in the auditor acting as a manager or employee of the Group • puts the auditor in the role of advocate for the Group • creates a mutuality of interest between the auditor and the Group. Anglo American addresses this issue through three primary measures, namely: • disclosure of the extent and nature of non-audit services • the prohibition of selected services – this includes the undertaking of internal audit services • prior approval by the Audit Committee chairman of non-audit services where the cost of the proposed service is likely to exceed $50,000. Anglo American’s policy on the provision of non-audit services is regularly reviewed and has been updated to reflect new regulations that became effective on 1 January 2017. The definition of prohibited non-audit services corresponds with the European Commission’s recommendations on the auditor’s independence and with the Ethical Standards issued by the Audit Practices Board in the UK. Non-audit work is only undertaken where there is commercial sense in using the auditor without jeopardising audit independence. Non-audit fees represented 49% of the 2016 audit fee. Other safeguards • The external auditor is required to adhere to a rotation policy based on best practice and professional standards in the UK. The standard period for rotation of the audit engagement partner is five years and for any key audit partner, seven years. The audit engagement partner was appointed in 2015, and will rotate off at the end of the 2019 audit in accordance with this requirement • Any partner designated as a key audit partner of Anglo American shall not be employed by Anglo American in a key management position unless a period of at least two years has elapsed since the conclusion of the last relevant audit • The external auditor is required to assess periodically whether in their professional judgement they are independent of the Group • The Audit Committee ensures that the scope of the auditor’s work is sufficient and that the auditor is fairly remunerated • The Audit Committee has primary responsibility for making recommendations to the Board on the appointment, re-appointment and removal of the external auditor • The Audit Committee has the authority to engage independent counsel and other advisers as they determine necessary to resolve issues on the auditor’s independence • An annual assessment is undertaken of the auditor’s effectiveness through a structured questionnaire and input from all business units and Group functions covering all aspects of the audit process. Audit tender Anglo American will undertake, at the latest, a tender and rotation of the audit appointment at the time of the rotation of the lead engagement partner which is due after completion of the 2019 audit. Deloitte has been the auditor since 1999. Anglo American confirms compliance during the year with the provisions of the Competition and Markets Authority Order on mandatory tendering and audit committee responsibilities. Conclusions of the Audit Committee for 2016 The Audit Committee has satisfied itself that the external auditor’s independence was not impaired. The Audit Committee held meetings with the external auditor without the presence of management on two occasions, and the chairman of the Audit Committee held regular meetings with the lead audit engagement partner during the year. Consideration given to the appointment of the external auditor The Audit Committee’s assessment of the external auditor’s performance and independence underpins its recommendation to the Board to propose to shareholders the re-appointment of Deloitte LLP as auditor until the conclusion of the AGM in 2018. Resolutions to authorise the Board to re-appoint and determine the remuneration of Deloitte LLP will be proposed at the AGM on 24 April 2017. Risk management Risk management is the responsibility of the Board and is integral to the achievement of our objectives. The Board establishes the system of risk management, setting risk appetite and maintaining the system of internal control to manage risk within the Group. The Group’s system of risk management and internal control are monitored by the Audit Committee under delegation from the Board. The system of risk management is designed to ensure awareness of risks that threaten the achievement of objectives. The controls that mitigate those risks are identified so that assurance can be provided on the effectiveness of those controls and a determination can be made as to whether the risk is operating within the Group’s risk appetite. We seek to embed a culture of risk awareness into the development of our strategic and operational objectives. The process for identification and assessment of the principal risks combines a top-down and bottom-up approach. At the operations level, a process to identify all risks that prevent the achievement of objectives is undertaken. Detailed analysis of the material risks at each location is performed to ensure management understanding of the risk and controls that reduce likelihood of occurrence and impact should the risk materialise. These operational risk profiles contribute to the assessment of risks at the business unit level. Executive management at each business unit assess risks that threaten achievement 82 Anglo American plc Annual Report 2016of the business unit objectives and the status of controls, or actions, that mitigate those risks. At the Group level, risks are identified through assessment of global factors affecting the industry and the Group specifically, as well as the risks arising from the business unit assessments. Materiality of risk is determined through assessment of the various impacts that may arise and likelihood of occurrence. An exception relates to those risks deemed catastrophic in nature, where the focus of assessment is on impact and status of internal controls, given the very low likelihood of occurrence. When considering the impact of any risk, we assess financial, safety, environmental, legal or regulatory, social and reputational consequences. The robust process of identifying and evaluating the principal risks is ongoing and was in place during 2016. Regular reports on the status of risks and controls are presented to executive management teams throughout the year. The Audit Committee reviews reports on the overall Anglo American risk profile on two occasions during the year and conducts in-depth reviews of specific risks during its meetings over the course of the year. Each principal risk is assigned to either the Board or the relevant Board committees to oversee executive management actions in response to that risk. The Audit Committee reviews that oversight process on an annual basis. Details of the principal risks are provided on pages 42-45. Risk appetite We define risk appetite as ‘the nature and extent of risk that Anglo American is willing to accept in relation to the pursuit of its objectives’. Each principal risk is assessed as to whether it is operating within the limit of appetite for the Group based on review of the external factors influencing that risk, the status of management actions to mitigate or control the risk and the potential impact should the risk materialise. For risks operating beyond the limit of appetite, a change in strategy may be required. For risks operating within, but approaching the limit of, appetite, specific management actions may be required to ensure the risk remains within the limit of appetite. Risk management and the system of internal control Controls either reduce the likelihood or impact of any risk once it has occurred and the identification of material controls – i.e. those controls that have the most influence in mitigating a risk – is an important input for audit planning. The system of internal control operates on a traditional ‘three lines of defence’ approach, with operating management implementing and monitoring controls on a day-to-day basis, and business unit or functional management providing a second line of defence through regular and frequent oversight of operating management’s implementation of controls. A centrally managed internal audit department provides the third line of defence by reviewing design and operating effectiveness of the internal control environment, which includes the work performed by the first and second lines of defence management teams. Internal audit operated in all of the Group’s managed businesses in 2016, reporting its work to executive management and the Audit Committee on a regular basis. The internal audit department’s mandate and annual audit coverage plans were approved by the Audit Committee. The scope of internal audit work covers the broad spectrum of risk that the Group is exposed to. The audit of controls associated with major operating/technical risks is undertaken in conjunction with relevant experts from the Technical and Sustainability function, the results of which were shared with the Sustainability Committee and Audit Committee. In determining its opinion that the internal control environment was effective during 2016, the Audit Committee considered the following factors: • the results of internal audit work, including the response of management to completion of actions arising from audit work • the output of risk management work • the output of external audit work and other assurance providers • issues identified by management or reported through whistleblowing arrangements, and the results of investigations into allegations of breaches of our values and business principles. Reviewing the effectiveness of the system of risk management and internal control The Board, through the Audit Committee, fulfils its responsibility in reviewing the effectiveness of the system of risk management and internal control through review of reports submitted over the course of the year covering the risk management process, adequacy of the internal control environment, consideration of risk appetite, in-depth reviews of specific risks and the results of external audit work. The Sustainability Committee also reviews technical and safety risks in detail and reports its findings to the Board. Whistleblowing programme The Group has a whistleblowing facility operating in all its managed operations and a Group-wide stakeholder complaints and grievance procedure (see the 2016 Sustainability Report for more details). The whistleblowing programme, which is monitored by the Audit Committee, is designed to enable employees, customers, suppliers, managers or other stakeholders to raise concerns on a confidential basis where conduct is deemed to be contrary to our values. During 2016, 413 (2015: 388) reports were received via the global ‘Speak Up’ facility, covering a broad spectrum of concerns, including: • ethical • criminal • supplier relationships • health and safety • HR issues. Reports received were anonymous to Anglo American. All received the appropriate attention and, where necessary, action was taken to address issues. A governance process is in place to ensure all reports are acted upon in a timely manner and actions completed where necessary. 83 GovernanceAnglo American plc Annual Report 2016 DIRECTORS’ REMUNERATION REPORT Sir Philip Hampton Chairman, Remuneration Committee The role of the Company’s Remuneration Committee is to ensure that the remuneration arrangements for executive directors offer every encouragement for them to deliver our strategy and create stakeholder value in a sustainable manner. 1. INTRODUCTORY LETTER Dear Shareholder, The role of the Company’s Remuneration Committee (Committee) is to ensure that the remuneration arrangements for executive directors and other members of the Group Management Committee (GMC) offer them every encouragement to deliver our strategy and create stakeholder value in a sustainable and responsible manner. It is also our task to ensure that the remuneration received by the executive directors is proportionate to the levels of performance achieved and the returns received by you as shareholders. As a Committee, we therefore have to give full consideration to the Company’s strategy, its performance, your interests and the interests of the wider communities we affect. This is particularly pertinent in light of the volatility faced by the Company and by the mining industry more generally in recent years. Pay for performance As reported by the chief executive in his introduction to this year’s Annual Report, the actions taken across the business to drive free cash flow and further refine the portfolio enabled the Company to strengthen its financial position and foundations for the future. With the continued sharp focus on operational costs and volume growth, the business delivered $1.5 billion of in-year incremental cost and volume improvements, driving a 25% increase in underlying EBITDA and an increase in EBITDA margin of five percentage points to 26%. Underlying earnings per share (EPS) was $1.72/share. Net debt has been reduced to $8.5 billion from $12.9 billion at the end of 2015, primarily driven by a $3.5 billion increase in attributable free cash flow. ROCE was 11%. 84 The performance of the business, up to and during 2016, is reflected in the long and short term remuneration received by the executive directors. Specifically: • The executive directors’ salaries were frozen in 2016, to recognise the challenges faced by the Company at the beginning of the year. The Committee has decided to increase the executive directors’ salaries in 2017 by 2%. This increase is felt to be appropriate in the light of the directors’ contribution to the Company’s improved financial position over 2016, and is consistent with the increase awarded to the general UK employee population. • Strong operational improvements, supported by favourable bulks prices and foreign exchange (FX) rates and a recovery in De Beers’ sales volumes have supported the material outperformance on EPS targets. However, without the tailwind from changes in prices and FX rates, EPS would have still been above the maximum vesting target, reflecting management’s strong delivery in the year. Combined with strong personal performance, this resulted in higher annual bonus outcomes than in 2015. Safety performance during the year led to an overall modifier of (0.5)%, which incorporates the maximum deduction in respect of the very disappointing increase in fatalities in 2016. This led to overall bonus outcomes of between 84.7% and 87.5% of maximum opportunity. The Committee has carefully reviewed the bonus outcomes and is satisfied that they are appropriate. A full explanation can be found on page 99. • The Long Term Incentive Plan (LTIP) awards granted in 2014 will not vest, as neither the three-year Total Shareholder Return (TSR) nor the ROCE targets were met. 2017 remuneration policy The remuneration policy disclosed in section 2 of this report has been revised during the year and will be put to shareholders for approval at the 2017 AGM, in line with normal timescales. In preparing the policy, the Committee was mindful of the complexities of setting remuneration against the backdrop of volatility in the mining sector. The Committee also took into consideration the feedback received from some shareholders in advance of the 2016 AGM, as well as the relatively low level of support received for the 2015 remuneration report in comparison to previous years. In particular, we were determined to address investors’ concerns about the potential windfall gains for executive directors arising as a result of the volatility of the Company’s share price and the mining industry more generally. GOVERNANCE DIRECTORS’ REMUNERATION REPORTAnglo American plc Annual Report 2016While we believe that the fundamental structure of the remuneration package is appropriate, we have made a number of changes to the previous remuneration policy which are primarily designed to address the issue of volatility, while also directly addressing the concerns raised by shareholders in relation to the 2016 grant levels: • Continue the use of EPS as a KPI for short term incentives, as the Committee considers it to be appropriate in measuring annual business performance. However, the measure will be split into two; half of the award will be measured on actual results versus the original budget, and the other half will be measured excluding the impact of quoted commodity price and exchange rate fluctuations. The Committee considers that this change will help smooth volatility and result in outcomes which provide a better balance between items within management’s control and those outside it. This is explained further on page 90 • The performance conditions to be applied to LTIP awards from 2017 onwards will incorporate a greater emphasis (70%) on TSR, recognising two challenges of identifying financial targets. First, the mining sector is subject to significant earnings volatility driven by uncontrollable factors. Secondly, while driving controllable performance, there is a need to continue to align management rewards with shareholder returns to a greater extent. The remaining 30% of LTIP awards from 2017 will be subject to a balanced scorecard of financial and strategic measures. Further details can be found on page 106 • Reduce the maximum annual LTIP opportunity for the chief executive from 350% to 300% of basic salary, bringing it into line with the other executive directors and moderating the value that may be received from future LTIP awards • Introduce a cap on the value that can be received from LTIP awards, both past and future. The maximum combined value that can vest in relation to the 2014, 2015 and 2016 LTIP awards is limited to the sum of the total face value of the 2014-2016 awards at grant, with any value above that level being forfeit before the start of the two-year holding period. For the chief executive, this limit is £13.1 million. From 2017 onwards, the value of LTIP awards at the time of vesting, using the share price at the time, will be limited to twice the face value of the award at grant; in exceptional circumstances amounts earned above twice the face value of the award may be deferred at the discretion of the Committee. Further details can be found on pages 91 and 107. The Committee undertook a thorough and detailed consultation with our major shareholders in relation to these changes. Views as to specific remuneration items are inevitably diverse, particularly given the global spread of our shareholder base and the sometimes different perspectives of, for example, UK and South African shareholders. However, we are confident that we have created a remuneration policy that balances the needs and expectations of management and shareholders, is fair and robust, links directly to the Company’s strategy and gives the Committee greater ability to deal with volatility. Executive director changes Stephen Pearce joined the Company in January 2017, and will be proposed for election to the Board as finance director at the 2017 AGM. As previously disclosed, his remuneration package comprises: • Annual base salary of £775,000 • Annual bonus and LTIP participation consistent with the Company’s remuneration policy • Compensation for incentives forfeited from his previous employer, including a performance-related cash bonus of up to £300,000 payable in 2017, and 382,235 performance-related share awards granted in three tranches vesting over 2017, 2018 and 2019 • Other benefits including pension, medical insurance and relocation from Australia to the UK. Full details will be included in the 2017 remuneration report. René Médori will step down from his current position as finance director at the 2017 AGM, and will continue to work for the Company until the end of 2017, when he will retire, to provide continuation in the transition and focus on specific projects. Report layout Finally, the Committee has taken the opportunity to make some changes to the layout and design of both the policy and the implementation reports, including adding an ‘At a Glance’ section directly after this letter. We hope these changes make the Company’s remuneration strategy and outcomes more easily digestible. I very much hope you will support our proposed remuneration policy at the 2017 AGM. Sir Philip Hampton Chairman, Remuneration Committee 85 Anglo American plc Annual Report 2016Governance  REMUNERATION AT A GLANCE POLICY The remuneration policy as described in the Chairman’s letter is set out below. Each component of remuneration is designed to reward the accomplishment of aspects of the Company’s strategy. For more information on the pillars of value, refer to page 34. OUR REMUNERATION POLICY 2 0 1 7 2 0 1 8 2 0 1 9 2 0 2 0 2 0 2 1 2 0 2 2 LINK TO STRATEGY KEY FEATURES SALARY P E R F O R M A N C E O N E Y E A R BONUS – CASH BONUS – DEFERRED SHARES LTIP Recruitment and retention of high-calibre executives • Reviewed annually by the Committee • Increases based on Company performance, individual performance, levels of increase for the broader UK population and inflation Rewards delivery of strategic priorities and financial success • Maximum bonus award of 210% of salary • Outcome based on EPS and individual/strategic objectives subject to a safety modifier T H R E E - Y E A R V E S T I N G F I V E - Y E A R V E S T I N G Encourages sustained performance in line with shareholder interests • 40% of bonus is paid in cash • 60% of bonus is deferred into shares • Two-thirds of shares deferred will vest after three years, with the remaining deferred shares vesting after a further two years • Unvested deferred shares are subject to malus and clawback P E R F O R M A N C E T H R E E - Y E A R H O L D N G I T W O - Y E A R Encourages long term shareholder return and accomplishment of longer term strategic objectives • Shares granted with a face value of 300% of salary • Shares vest after a three-year performance period and released after a further two-year holding period • Vesting based on TSR performance and achievement against a balanced scorecard of financial and strategic measures, and subject to malus and clawback Executive directors are expected to build up and hold a percentage of their salary in shares (300% for the chief executive, 200% for other executive directors). KEY PERFORMANCE METRICS FROM 2017 Metrics EPS (bonus)◊ Safety modifiers (bonus) TSR (LTIP) ROCE (LTIP)◊ Attributable free cash flow (LTIP)◊ CO2 emissions (LTIP) Inhalable hazards (LTIP) 86 Pillars of value Rationale Financial Safety and Health Financial Financial Financial Environment Safety and Health • EPS links reward to delivery of in-year underlying equity returns to shareholders • Employee health and safety is a top priority and core value for the Company • Creates a direct link between executive pay and shareholder value • Measure is split between comparison against sector index (Euromoney Global Mining Index) and comparison against local peers (constituents of FTSE 100 index) • ROCE promotes disciplined capital allocation by linking reward to investment return • Attributable free cash flow incentivises cash generation for use either as incremental capital investment, for capital returns to shareholders, or debt reduction • The Company is committed to reducing CO2 emissions by 22% by 2020 • Prevention of occupational disease is an ongoing commitment for the Company GOVERNANCE DIRECTORS’ REMUNERATION REPORTAnglo American plc Annual Report 2016  REMUNERATION AT A GLANCE 2016 PAY OUTCOMES UNDERLYING EPS◊ THREE-YEAR SHAREHOLDER RETURN DRIVING VALUE ROCE◊ $1.72/share (12)% 7% $1.72/share 2016 $0.64/share 2015 2016 2015 (12)% (71)% 2016 2015 7% 4% 2016 PAY OUTCOMES £’000 MARK CUTIFANI 2016 2015 £1,675 £1,671 RENE MEDORI 2016 2015 £1,094 £1,110 TONY O’NEILL £2,317 £966 £820 £1,430 £583 £394 2016 £1,060 £1,441 2015 £472 £284 Fixed Bonus paid LTIP paid • Fixed pay comprises salary, benefits and pension • Bonus figures include deferred shares • Tony O’Neill’s 2015 figures reflect the period between his appointment to the Board and 31 December 2015 2016 ANNUAL BONUS OUTCOME EPS – 50% of overall opportunity • The Company’s underlying EPS for the year was $1.72/share. • This is above the target for maximum vesting of $0.50/share. • As a result, 100% of the EPS component of the annual bonus will pay out (50% of overall opportunity). Personal KRAs – 40% of overall opportunity • Each executive director had a set of personal objectives for the year. • The vesting for each executive director is as follows: Mark Cutifani: 95% (38.0% of overall opportunity) René Médori: 88% (35.2% of overall opportunity) Tony O’Neill: 94% (37.6% of overall opportunity) A modifier of (0.5)% of overall opportunity is applied to reflect safety target outcomes in 2016 (out of a possible range of (10)% to +10%). The overall vesting level for the annual bonus award is 87.5% of maximum for Mark Cutifani (84.7% and 87.1% for René Médori and Tony O’Neill, respectively). 2014 LTIP VESTING TSR vesting – 50% of overall opportunity • The Company’s TSR performance for the performance period was (12)%. • This is below both the sector index and FTSE 100 median performance. • As a result, 0% of the TSR component of the 2014 LTIP will vest. Driving Value ROCE vesting – 50% of overall opportunity • The Company’s Driving Value ROCE for 2016 was 7%. • This is below the threshold performance for vesting of 12%. • As a result, 0% of the Driving Value ROCE component of the 2014 LTIP The overall vesting level for the 2014 LTIP award is 0%. will vest. 87 Anglo American plc Annual Report 2016Governance GOVERNANCE REMUNERATION COMMITTEE REMUNERATION COMMITTEE COMPOSITION • Sir Philip Hampton – Chairman • Judy Dlamini (resigned 30 August 2016) • Byron Grote • Ray O’Rourke (resigned 25 July 2016) • Anne Stevens (appointed 21 October 2016) • Jack Thompson April • confirmed the vesting of 2013 BSP and LTIP awards and the granting of 2016 BSP and LTIP awards • agreed to a high-level timetable for the design and consultation of the 2017 remuneration policy • discussed investor feedback on executive remuneration prior to the vote on the Directors’ remuneration report ROLE AND RESPONSIBILITIES • reviewed corporate governance issues arising since • Establishing and developing the Group’s general policy on executive and senior management remuneration • Determining specific remuneration packages for the chairman, executive directors and members of the GMC for review and approval by the Board • Designing the Company’s share incentive schemes. The Committee’s terms of reference are available to view online. For more information, visit www.angloamerican.com/aboutus/ourapproach the previous meeting. June • agreed initial proposals and timelines relating to the 2017 policy • reviewed corporate governance issues arising since the previous meeting. December • reviewed directors’ salaries, taking into account the general salary review for the broader employee population COMMITTEE DISCUSSIONS IN 2016 on the 2017 remuneration policy The Committee held four meetings in 2016: • approved the operation of the Share Incentive Plan (SIP) • discussed the progress of the consultation of shareholders free shares for 2017 • approved changing the timing of the 2017 LTIP awards to after the 2017 AGM • reviewed and updated its terms of reference • reviewed corporate governance issues arising since the previous meeting. The Directors’ remuneration report is set out opposite. February • reviewed executive director personal key performance indicators for 2016, and Group financial and safety targets to ensure alignment with Group strategy • discussed the executive directors’ performance in 2015 to adjudicate on bonus outcomes • reviewed executive directors’ shareholdings in the Company prior to 2016 share awards being made • reviewed the forecast vesting of 2013 Bonus Share Plan (BSP) and LTIP awards • reviewed the proposed performance targets for the 2016 LTIP award • reviewed the 2015 Directors’ remuneration report ahead of publication • reviewed corporate governance issues arising in the previous quarter. 88 Anglo American plc Annual Report 20162. DIRECTORS’ REMUNERATION POLICY 2.1 Future policy table The Company’s remuneration policy, as set out in the 2013 Annual Report and Accounts, received approval from shareholders at the AGM held on 24 April 2014. The Company intended that this policy should apply until the Company’s 2017 AGM. As required, the Company will put the new remuneration policy, as set out on the following pages, to shareholders for a binding vote at the AGM on 24 April 2017. The intention is that the revised policy, if approved, will apply until the Company’s 2020 AGM. The table below sets out the key components of executive directors’ pay packages, including the rationale for use and practical operation considerations. Figure 1: Key aspects of the remuneration policy for executive directors Basic salary Purpose To recruit and retain high-calibre executives. Maximum opportunity Maximum increase of 5% of salary per annum. Operation Basic salary levels are reviewed annually by the Committee, taking account of Company performance, individual performance, levels of increase for the broader UK population and inflation. Reference may also be made to median levels within relevant FTSE 50 and natural resources companies. Alternative peer groups may be considered as appropriate. The Committee also considers the impact of any basic salary increase on the total remuneration package. Increases awarded each year will be set out in the statement of implementation of policy. Assessment of performance Individual performance is considered for context when considering any salary increases awarded. Discretion There may be occasions when the Committee needs to recognise, for example, development in role, change in responsibility and/or specific retention issues. External factors such as sustained high inflation may also be a consideration. In these circumstances, the Committee may offer a higher annual increase, the rationale for which will be explained to shareholders in the relevant remuneration report. 89 Anglo American plc Annual Report 2016Governance Figure 1: Key aspects of the remuneration policy for executive directors Annual bonus Purpose To encourage and reward delivery of the Company’s strategic priorities. To help ensure, through the share-based elements, that any resulting performance is sustained over the longer term in line with shareholder interests. Operation Each year, executive directors participate in the annual bonus, which rewards EPS, individual performance targets and improvements in safety over the full year. Part of the award is deferred into Bonus Shares under the Company’s BSP. The EPS measure has been chosen as it continues to link reward to the delivery of earnings and returns to shareholders. The EPS targets are set each year to ensure they are demanding yet realistic. Consideration is given to internal budgets and price expectations for the year, as well as prior performance and external expectations. The individual objectives measure was chosen to provide a balance and reflect management’s underlying activity towards delivering the Company’s strategy regardless of price or other volatility. The individual objectives are based on the Company’s strategic priorities for the year and will be fully disclosed in the relevant remuneration report. Form and timing of payment • 40%: cash award at end of year • 40%: Bonus Shares vesting three years after end of bonus year • 20%: Bonus Shares vesting five years after end of bonus year. Dividends are paid on Bonus Shares. Malus and clawback The Committee is able to reduce any unvested Bonus Share awards, or future awards in the event of a material misstatement in the Company’s results, misconduct or a material failing in risk management processes that has given, or is likely to give, rise to significant and lasting value destruction for the Company. Maximum opportunity 210% of salary. Assessment of performance At least 50% – EPS. The final performance measurement will be 50% based on actual prices and FX rates, and 50% based on fixed prices and FX rates. Up to 50% – scorecard of measures based on individual objectives linked to the Company’s strategic priorities and safety. A modifier to the above is applied depending on the extent to which safety targets are met. Where relevant, targets will be disclosed retrospectively as they are considered to be commercially sensitive. Outcome at threshold EPS: 25% of award portion. Discretion Under the BSP Rules, the Company has the standard discretion to take appropriate action in the event of unforeseen events which affect the Bonus Shares (for example, on a variation in share capital) and to settle the Bonus Shares in cash (for example, on a termination). Should circumstances change such that EPS is no longer considered to be the most appropriate financial measure, the Committee retains the discretion to replace EPS with one or more alternative financial measures. Full details of any such change would be given in the relevant remuneration report. Changes from policy agreed at the 2014 AGM A change to the measurement of targets is proposed. Currently, assessment of performance against financial targets set as part of the annual bonus is at actual prices and FX rates only. It is proposed that, from 2017 onwards, 50% of the payout be based on performance at actual prices and FX rates, and 50% on performance adjusted to fixed prices and FX rates. The Committee believes that this approach will help smooth potential volatility and also make annual bonus payouts a fairer reflection of underlying performance. 90 GOVERNANCE DIRECTORS’ REMUNERATION REPORTAnglo American plc Annual Report 2016Figure 1: Key aspects of the remuneration policy for executive directors Long Term Incentive Plan (LTIP) Purpose To encourage and reward the generation of long term sustainable shareholder returns and the delivery of financial/strategic priorities. Operation The Committee makes an annual conditional award of shares to each executive director. The TSR measures have been selected to reflect the extent to which value is being delivered to shareholders, and the balanced scorecard to reflect the Company’s financial and strategic priorities. Each year, the Committee reviews the performance targets prior to grant. The relative TSR targets are set so that only a quarter of the relevant portion of the award is payable for index/median performance, while maximum vesting requires exceptional relative performance. The balanced scorecard will be based on a small number of measurable financial and/or strategic performance indicators. The measures may vary each year to reflect the Company’s financial and/or strategic priorities and will be set out in the statement of implementation in the year of grant to the extent that they are not commercially sensitive. Dividend equivalents are paid on any shares that vest. In order to mitigate potential excessive gains brought about by the volatile nature of the mining industry, the value that can be delivered on an award vesting will be limited to twice the face value of the award on grant. Any gains above this level will be forfeit before the start of the two-year holding period or, in exceptional circumstances and at the Committee’s discretion, deferred for a further period. Performance period Three years. Additional holding period Two years. Malus and clawback The Committee is able to reduce any unvested awards, vested awards subject to a holding period or future grants in the event of a material misstatement in the Company’s results, misconduct or a material failing in risk management processes that has given, or is likely to give, rise to significant and lasting value destruction for the Company. Pension Purpose To offer market-competitive levels of pension provision. Operation Executive directors participate in defined contribution pension arrangements. Maximum opportunity 300% of salary. The value that can be received in the year of vesting will be limited to twice the face value of the award at grant, with any value above that level being forfeit or, in exceptional circumstances and at the Committee’s discretion, deferred for a further period. Performance measures 70%: TSR relative to sector index and leading UK-listed comparator companies. 30%: Balanced scorecard of key performance indicators, linking to the Company’s KPIs. Vesting at threshold TSR: 25% of award portion. Balanced scorecard: 25% of award portion. Discretion The Committee does not intend to make adjustments to the method by which it measures LTIP performance conditions (see page 106). However, it reserves the discretion to make adjustments to outcomes in very exceptional circumstances, whether related to internal or external factors (for example, on a sequestration of assets). Shareholders would be given details of any exercise of this discretion in the relevant remuneration report. Under the LTIP Rules, the Company also has the standard discretion to take appropriate action in the event of unforeseen events during an award cycle (for example, on a variation in share capital) and to settle the awards in cash (for example, on a termination). The Committee may, in exceptional circumstances, allow the value delivered in the year of vesting to be above the limit described under ‘Operation’ and ‘Maximum opportunity’. Should this discretion be applied, consideration would be given to deferring any gains above the normal limit for an extended time period. In addition, the Committee would take account of the Company’s overall financial performance, the magnitude of commodity and share price movements and overall remuneration outcomes in recent years. The exercise of any such discretion would be fully explained in the relevant remuneration report. Changes from policy agreed at the 2014 AGM Reduction in maximum opportunity for the chief executive officer from 350% to 300% of salary. Changes to the performance measures and a limit on the value that can be delivered from future awards are proposed. The performance measures set out above will replace the previous measures (50% TSR and 50% ROCE). result of HMRC limits (either annual allowance or lifetime allowance) to be treated as if paid to an unregistered unfunded retirement benefit scheme (a UURBS). Executive directors may request a pension allowance to be paid in place of defined contribution arrangements. Executive directors have the option for contributions which may not be paid to a UK-registered pension scheme as a Maximum opportunity 30% of basic salary. 91 Anglo American plc Annual Report 2016Governance Figure 1: Key aspects of the remuneration policy for executive directors SAYE/SIP Purpose As UK employees, UK-based executive directors are eligible to participate in the Company's Save As You Earn (SAYE) scheme and SIP. Operation The plans are registered with HMRC and do not have performance conditions. Other benefits Purpose To provide market-competitive benefits. Maximum opportunity Capped at 10% of salary. Discretion The Committee reserves the discretion to exceed the ongoing maximum level for certain situation-specific benefits, such as relocation. Full details of the exercise of any such discretion will be provided to shareholders in the following remuneration report. Changes from policy agreed at 2014 AGM Clarification that directors’ liability insurance is included in the list of benefits. Operation The Company provides the following ongoing benefits: • 28 days’ leave and encashment of any accumulated leave in excess of 20 days • car-related benefits • medical insurance • death and disability insurance • directors’ liability insurance • limited personal taxation and financial advice • club membership • other ancillary benefits, including attendance at relevant public events. In addition, the Company pays additional benefits when specific business circumstances require it, including costs and allowances related to relocation and international assignments. The Company reimburses all necessary and reasonable business expenses. Figure 2: Recruitment and promotion arrangements Purpose To secure the appointment and promotion of high-calibre executives. Operation The remuneration arrangements for a newly recruited or promoted executive director will reflect the remuneration policy in place for executive directors at the time of the appointment. The arrangements will therefore comprise basic salary, annual bonus, LTIP awards, benefits, pension and SAYE/SIP on the bases set out above. The initial basic salary level for a newly recruited or promoted executive director will be set to reflect the individual’s experience, salary levels within the Company and market levels. Where basic salary is set below the level that might be expected, given the executive’s relative inexperience, and the executive then develops successfully into the role, the Committee has the discretion to give a salary increase in the year(s) after appointment above the standard maximum level of 5%. For external appointments, the Committee may also offer additional cash and/or share-based elements (including in-flight LTIPs) to replace any remuneration forfeited, when it considers this to be in the best interests of the Company and its shareholders. The terms of any share-based elements offered will reflect the nature, time horizons and performance requirements of remuneration forfeited and will have equivalent performance conditions attached. Shareholders will be informed of any such payments at the time of appointment. If necessary, the Company can go outside of existing plans as currently permitted under the Listing Rules. Pensions for new hires will be set at a level commensurate with the wider workforce, and will be no greater than 25% of salary. For internal appointments, any commitments made before appointment and not relating to appointment are allowed to pay out according to their terms. For external and internal appointments, the Committee may agree that the Company will meet certain relocation expenses as appropriate. Changes from policy agreed at 2014 AGM Limit introduced on pension levels for new hires. 92 GOVERNANCE DIRECTORS’ REMUNERATION REPORTAnglo American plc Annual Report 20162.2 Supplementary information 2.2.1 Shareholding targets Within five years of appointment, executive directors are expected to hold Company shares with a value of three times basic salary in respect of the chief executive and two times basic salary in respect of other executive directors. The Committee takes into consideration achievement against these targets when making grants under the Company’s various incentive plans. 2.2.2 Policy in rest of company The remuneration arrangements for the executive directors outlined in Figure 1 are consistent with those for other executives serving on the GMC, although opportunity levels vary. The majority of our employees are located in South Africa and South America, and the remuneration arrangements of these employees are aligned to local market practices and levels. Figure 3: Key aspects of the remuneration policy for non-executive directors Chairman – Fees Chairman – Benefits Purpose To attract and retain a high- calibre chairman by offering a market-competitive fee level. Maximum increase Equivalent to annual increase of 5% of fee level. Purpose To provide market-competitive benefits. Maximum benefits £35,000. Non-executive directors – Fees Purpose To attract and retain high-calibre non-executive directors by offering market-competitive fees. Maximum increase for each type of fee Equivalent to annual increase of 5% of fee level. Operation The chairman is paid a single fee for all of his responsibilities. The level of this fee is reviewed every two to three years by the Committee and chief executive, with reference to UK market levels (FTSE 50 companies), and a recommendation is then made to the Board (in the absence of the chairman). Fees are paid in cash, with the flexibility to forgo all or part of the net fees to acquire shares in the Company. Operation The chairman is provided with medical insurance and reasonable use of a car and driver. Reasonable and necessary expenses are reimbursed. Changes from policy agreed at the 2014 AGM Maximum benefits increased from £30,000 to £35,000 to allow for expected changes to UK tax rates on car and fuel benefits through to 2020. Operation The non-executives are paid a basic fee. The chairmen of the main Board committees and the senior independent director are paid an additional fee to reflect their extra responsibilities. These fee levels are reviewed every few years by the chairman and executive directors, with reference to UK market levels (FTSE 50 companies), and a recommendation is then made to the Board. Fees are paid in cash with the flexibility to forgo all or part of the net fees to acquire shares in the Company. Reasonable and necessary expenses are reimbursed. Other fees/ payments Purpose To have the flexibility to provide additional fees/benefits if required. This may include the introduction of committee membership fees. Maximum additional/ committee fee £30,000. Operation The Company has the discretion to pay an additional fee, up to the equivalent of the committee chairmanship fee (currently £30,000), to a non-executive director should the Company require significant additional time commitment in exceptional or unforeseen circumstances. Base fees have not been increased since 2010. It is therefore the Board’s intention to review fee levels and structures during 2017 with a view to determining any necessary changes. Such changes may include, for example, the introduction of committee membership fees. Changes from policy agreed at the 2014 AGM Additional flexibility is proposed to be incorporated to allow for the possible introduction of committee membership fees. 93 Anglo American plc Annual Report 2016Governance 2.3 Indicative total remuneration levels Figure 4 illustrates how the total pay opportunities for the chief executive, the finance director and the technical director vary under three different performance scenarios: Figure 4: Indicative executive director total remuneration at different levels of performance 10.0 8.0 6.0 4.0 2.0 0 £8.3m ) m £ ( y a p £6.0m l a t o t e v i t a c d n i I £1.7m £5.3m £5.2m £3.8m £3.7m £1.1m £1.1m Above Target Performance Level Chief executive Below Above Target Performance Level Finance director Below Above Target Performance Level Technical director Below 2017 basic salary, benefits and pension Annual bonus (cash and Bonus Shares) LTIP Note: Pay element Fixed Annual bonus Above Target Below 2017 basic salary, benefits and pension 2017 basic salary, benefits and pension 2017 basic salary, benefits and pension 100% of maximum bonus opportunity (60% deferred into shares) 65% of maximum bonus opportunity (60% deferred into shares) None LTIP 100% of maximum LTIP opportunity 65% of maximum LTIP opportunity None • Estimates of £36,000, £49,000 and £36,000 have been used for ongoing non-pension benefits for the chief executive, finance director and technical director respectively. • Share price movement and dividend accrual have been excluded from all figures. • Participation in the SAYE and SIP has been excluded, given the relative size of the opportunity levels. • Charts have not been included for the non-executive directors as their fees are fixed and do not vary with performance. • Finance director figures relate to René Médori, who will step down as finance director at the 2017 AGM. Full year figures are shown for illustrative purposes. 94 GOVERNANCE DIRECTORS’ REMUNERATION REPORTAnglo American plc Annual Report 2016 2.4 Policy on termination and change in control 2.4.1 Executive directors Figure 5 sets out the Company’s policy on termination. This policy is consistent with provisions relating to termination of employment in the executive directors’ service agreements and with provisions in the incentive plan rules. Figure 6 sets out key provisions relating to change of control, where there is no termination. There are no provisions for enhanced payments in the event of a change of control of the Company. 2.4.2 Non-executive directors All non-executive directors have letters of appointment with the Company for an initial period of three years, subject to annual re-appointment at the AGM. The chairman’s appointment may be terminated by the Company with six months’ notice. The appointment letters for the chairman and non-executive directors provide that no compensation is payable on termination, other than any accrued fees and expenses. Figure 5: Principles of determining payments for loss of office Notice periods Notice periods do not exceed 12 months. Upon appointment the Committee can agree an extended Company notice period for the first year following appointment. ‘Good Leaver’ Voluntary resignation Circumstances of departure of executive directors Typical reasons include retirement, redundancy, death, ill health, injury, disability or as defined by the Committee. Where departure is on mutually agreed terms, the Committee may treat the departing executive as a ‘Good Leaver’ in terms of one or more elements of remuneration. The Committee uses this discretion judiciously and shareholders will be notified of any exercise as soon as reasonable. Salary and benefits for notice period Salary and benefits continue to be paid to the date of termination of employment, including any notice period and/or garden leave period. The Company may terminate employment with immediate effect and, in lieu of the unexpired portion of any notice period, make a series of monthly payments based on salary and benefits (or make a lump sum payment based on salary only). Any monthly payments will be reduced to take account of any salary received from alternative employment. Bonus accrued prior to termination A time pro rated bonus award may be made by the Company, with the Committee’s approval, and will be paid wholly in cash. Unvested Bonus Shares Normal circumstances Bonus Shares are released in full on the normal release date (i.e. awards will not be released early). Exceptional circumstances (e.g. death or other compassionate grounds). Bonus Shares are released in full, and eligible for immediate release. ‘Bad Leaver’ Typically termination for cause. Immediate termination with no notice period. No accrued bonus is payable. Salary and benefits continue to be paid to the date of termination of employment, including any notice period and/or garden leave period. The Company may terminate employment with immediate effect and, in lieu of the unexpired portion of any notice period, make a series of monthly payments based on salary and benefits (or make a lump sum payment based on salary only). Any monthly payments will be reduced to take account of any amounts received from alternative employment. No accrued bonus is payable. Forfeit. Forfeit. 95 Anglo American plc Annual Report 2016Governance Figure 5: Principles of determining payments for loss of office ‘Good Leaver’ Voluntary resignation Five-year Bonus Shares during final two years of vesting period Normal circumstances Released in full to the employee at the end of the five-year period. Exceptional circumstances (e.g. death or other compassionate grounds). Bonus Shares are released in full, and eligible for immediate release. If an employee resigns to join a competitor (as defined by the Committee) during the final two years of the five-year vesting period then the Bonus Shares will be forfeit. Outside of these circumstances, Bonus Shares are released to the employee at the end of the five-year period. ‘Bad Leaver’ Forfeit. Unvested LTIP awards Normal circumstances LTIP awards will vest subject to the performance condition at the end of the normal performance period and, if applicable, released at the end of the holding period. Forfeit. Forfeit. All awards are time pro rated. Exceptional circumstances (e.g. death or other compassionate grounds). LTIP awards may be released on departure, subject to assessment of the performance conditions at that time. All awards are time pro rated. Vested LTIP awards subject to a holding period Normal circumstances Vested LTIP awards that are subject only to a holding period are released in full to the employee at the end of the holding period. Exceptional circumstances (e.g. death or other compassionate grounds). Vested LTIP awards subject to a holding period may be released on departure. There is no standard policy in respect of the treatment of any restricted share awards to executive directors. Terms are set on a case-by-case basis. Outstanding shares and/or options under the Company’s SIP and SAYE vest in accordance with the relevant HMRC requirements. Limited disbursements (for example, legal costs, relocation costs, untaken holiday). None. Malus and clawback provisions in the relevant incentive plan rules apply. Forfeit. If an employee resigns to join a competitor (as defined by the Committee), then even those vested LTIP awards that remain subject only to the holding period will be forfeit. Outside of these circumstances, such awards are released to the employee at the end of the holding period. Generally forfeit. Forfeit. According to HMRC rules. According to HMRC rules. None. Unvested Restricted Shares SAYE and SIP Other Malus and clawback 96 GOVERNANCE DIRECTORS’ REMUNERATION REPORTAnglo American plc Annual Report 2016Figure 6: Policy on change in control Incentive plan provisions relating to change of control (without termination) Bonus Shares The Bonus Shares awarded under the BSP will be released. LTIP awards The number of shares that vest under the LTIP will be calculated by reference to the extent to which the applicable performance conditions have been met at the time of the change of control. Vested LTIP awards subject to holding period LTIP awards will be released. 2.6 Payments under previous policies The Committee reserves the right to make any remuneration payments and payments for loss of office, notwithstanding that they are not in line with the policy set out above, where the terms of the payment were agreed (i) under a previous policy, in which case the provisions of that policy shall continue to apply until such payments have been made; (ii) before the policy or the relevant legislation came into effect; or (iii) at a time when the relevant individual was not a director of the Company and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a director of the Company. For these purposes, ‘payments’ includes the satisfaction of awards of variable remuneration and, in relation to awards of shares, the terms of the payment which are agreed at the time the award is granted. 2.7 Changes from previous policy The chairman’s letter, beginning on page 84, describes the main changes that the Committee has made to the remuneration policy that was approved at the 2014 AGM. These changes are also described in the relevant section of the policy table. 2.5 Development of directors’ remuneration policy In developing and reviewing the Company’s remuneration policy for executive directors and other senior executives, the Committee is receptive to the views of shareholders and sensitive to the relationship between the arrangements for executive directors and those for other employee groups. Specifically: • in 2016-17, in developing the revised remuneration policy, the Committee chairman undertook a consultation with major shareholders, incorporating feedback as appropriate. In particular, the Committee has responded to concerns raised in relation to the possibility of windfall gains from the 2016 LTIP awards by introducing a cap on the value that can be received from these awards on vesting. The Committee also listens to and takes into consideration investor views and comments throughout the year • each year the Committee also reviews in detail how the arrangements for the executive directors compare to those for other members of the GMC to ensure an appropriate relationship and to support career development and succession. Given the geographic spread of the Company’s workforce, the Committee does not consider that consulting with employees on the remuneration policy for directors is a sensible use of resources. Many of the Company’s UK-based employees are shareholders, through the SAYE and SIP schemes, and they, like other shareholders, are able to express their views on directors’ remuneration at each general meeting. 97 Anglo American plc Annual Report 2016Governance 3. ANNUAL REPORT ON REMUNERATION The information set out in this section (which constitutes the Implementation Report) has been subject to external audit. 3.1 Executive director remuneration in 2016 Figure 7 sets out the remuneration paid to the executive directors during 2016. Figure 7: Single total figure of remuneration for executive directors Total basic salary £’000 Section 3.1.1 1,261 1,261 804 804 788 352 Annual bonus – cash and Bonus Shares £’000 Section 3.1.3 2,317 966 1,430 583 1,441 284 Benefits in kind £’000 Section 3.1.2 36 32 49 65 36 14 LTIP award vesting £’000 Section 3.1.4 – 820 – 394 – – Pension £’000 Section 3.1.5 378 378 241 241 236 106 Other(1) £’000 Total 2016 £’000 Total 2015 £’000 3,996 2,529 2,504 5 5 5 5 3 3 3,462 2,092 759 Executive directors Mark Cutifani Mark Cutifani (2015) René Médori René Médori (2015) Tony O’Neill Tony O’Neill (2015)(2) (1) (2) ‘Other’ comprises free and matching shares awarded under the SIP. 2015 figures have been updated to include free and matching shares awarded in 2015. In Tony O’Neill’s case, 2015 figures reflect the period between his appointment to the Board, on 23 July 2015, and 31 December 2015. 3.1.1 Basic salaries for 2016 Figure 8 sets out the basic salaries for 2016, which were frozen at 2015 levels. 3.1.2 Benefits in kind for 2016 Benefits for executive directors with a value over £5,000 are set out in Figure 9. The executive directors also receive club membership, death and disability insurance, directors’ liability insurance, medical insurance and other ancillary benefits. Figure 9: Benefits in kind for 2016 Mark Cutifani René Médori Tony O’Neill Car-related benefits 29,420 28,700 28,370 Tax advice 250 13,545 585 Figure 8: Basic salaries for 2016 (all amounts in ’000) MARK CUTIFANI (2015: £1,261) £1,261 RENE MEDORI (2015: £804) £804 TONY O’NEILL (2015: £352)(1) £788 (1) For the period between appointment and year-end. 98 GOVERNANCE DIRECTORS’ REMUNERATION REPORTAnglo American plc Annual Report 2016 Figure 10: Annual bonus outcomes for 2016 (cash and Bonus Shares) (all amounts in ’000) MARK CUTIFANI (2015: £966) £2,317 RENE MEDORI (2015: £583) £1,430 TONY O’NEILL (2015: £284)(1) £1,441 (1) For the period between appointment and year-end. Figure 11: Safety performance modifier Safety target Modifier range 2016 modifier Fatal injury frequency rate (FIFR) Up to 7.5% deduction Total recordable case frequency rate (TRCFR) Up to 5.0% uplift Level 4/5 environmental incidents Up to 2.5% deduction Operational Risk Management (ORM) implementation Net modifier Up to 5.0% uplift (7.5)% 5.0% (0.0)% 2.0% (0.5)% 3.1.3 Annual bonus outcomes for 2016 Figure 10 shows the annual bonus outcomes for 2016. Figure 12 summarises the individual objectives for the 2016 annual bonus for Mark Cutifani, René Médori and Tony O’Neill, performance achieved and the resulting outcomes. The Committee reviewed the annual EPS targets set at the beginning of 2016 and, in light of the severity of the falls in commodity prices, the negative price outlook at the start of 2016 and the launch of the Company’s cash improvement programme, decided to set threshold performance expectations at $0.00/share with maximum vesting at $0.50/share. 25% vesting would take place with performance at threshold. While stretching at the time, a progressive recovery in commodity prices since the middle of the year, coupled with strong delivery on cost and volume improvements and cash generation from management actions, meant that the earnings element of the annual bonus has been fully achieved. If performance had been measured excluding FX and price movements in line with the methodology introduced for 2017 bonuses, and normalising for one-off tax adjustments, EPS would have been above the maximum vesting target at $0.53/share, reflecting the strong delivery of management in the year. The executives’ individual objectives were set at the start of the year and reflect the Company’s strategic priorities for the year. Each category contained between one and five specific objectives, incorporating a combination of quantitative and qualitative metrics. At the end of the year, the Committee made a detailed assessment of performance against each objective, leading to the evaluations shown in Figure 12. Assessment of Group safety performance in 2016 operated through both additive and deductive component measures. Figure 11 sets out the outcome in each category, resulting in a net modifier of (0.5)%. The very disappointing increase in fatalities in 2016 led to the maximum possible FIFR deduction being applied. 99 Anglo American plc Annual Report 2016Governance Figure 12: Annual bonus performance assessment for 2016 50% of each executive director’s bonus outcome was dependent on an EPS target, which has been met in full, and a safety modifier of between (10)% and 10%, which has resulted in a deduction of (0.5)%. Refer to page 99 for more detail on these outcomes. 40% of the executive directors’ bonus outcomes related to a set of individual objectives for the year. The achievement and outcomes of these objectives are set out below. Mark Cutifani Objectives Strategic development (12%) • Actions to reduce net debt below $10.0 billion • Progress asset disposal programme and portfolio upgrade Business improvement (12%) • Deliver operational improvements and cost savings: – $1.0 billion cash improvement versus budget – Projects ramp-up – Identify a further $1.0 billion to be delivered in 2017 People (8%) • Continue to build expertise of GMC and within functional teams • Implement next phase of the Organisational Model Endowment and stewardship (8%) • Continue effective engagement with stakeholders • Progress options on project portfolio Overall individual performance René Médori Objectives Strategic development (20%) • Actions to reduce net debt below $10.0 billion • Progress asset disposal programme and portfolio upgrade • Maintain liquidity and optimise debt levels Business improvement (8%) • Implement capital allocation strategy • Progress critical legal matters to resolution • Define and implement suitable corporate structure People (8%) • Implement new structures per Functional Model • Build finance team to support business Achievement Outcome • Completed disposal of the niobium and phosphates business in Brazil, Rustenburg 12.0% platinum operations and 9.7% interest in Exxaro Resources Ltd, realising $1.8 billion in proceeds. • Maintained strict value thresholds on disposals, leading to retention of Moranbah and Grosvenor coal assets in Australia and nickel assets in Brazil. • Continued to upgrade portfolio. • Exceeded $1.0 billion cash improvement plan primarily through the delivery of $1.5 billion cost and volume improvements. • Increased Cu equivalent production by 2% compared with 2015, driven by project ramp-ups and improving productivity. • Identified 75% of 2017 $1.0 billion cost and volume improvement target with implementation under way. • Continued roll-out of Anglo American’s Operating Model at various operations in 2016. • Continued strengthening of GMC. • Implemented next phase of the Organisational Model. • Progressed skills development and retention in critical roles. • Continued positive constructive relationships with host country governments. • Increased stakeholder engagement, articulating strategy and delivery of Company’s targets. • Developed strategy for future project opportunities including Quellaveco. Achievement 12.0% 6.8% 7.2% 38.0% Outcome • Reduced net debt by $4.4 billion from $12.9 billion, driven by $2.6 billion of cashflow 18.8% and $1.8 billion in disposal proceeds. • Decreased gross debt by 27%, including successful $1.8 billion bond buyback programme realising $0.2 billion in net debt and interest savings, 85% of which realised in 2016. • Liquidity levels maintained (31 December 2016: $15.8 billion). • Managed divestments, including sale of the niobium and phosphates business in Brazil, Rustenburg platinum operations, 9.7% interest in Exxaro Resources Ltd, Callide and Foxleigh operations. • Maintained strict value threshold on disposals, leading to retention of Moranbah and Grosvenor coal assets in Australia and nickel assets in Brazil. • Increased discipline in capital management and project prioritisation with total capital 6.8% expenditure (excludes capitalised operating cash flow) reducing by $1.5 billion. • Litigation proceedings between Kumba Iron Ore and South African Revenue Service resolved. Agreement reached on other legal matters. • Continued to optimise corporate structures, reducing the number of operating jurisdictions. • Appointed key finance leaders. • Continued progress on implementation of the Functional Model in finance. 5.6% Investor Relations (4%) • Increased investor engagement with focus on strategy and disposal programme. 4.0% Overall individual performance 100 35.2% GOVERNANCE DIRECTORS’ REMUNERATION REPORTAnglo American plc Annual Report 2016Figure 12: Annual bonus performance assessment for 2016 Tony O’Neill Objectives Safety and Environment (6%) • Design and implement critical controls intervention • Review Group’s tailings dam emplacement strategies and operating integrity Achievement • Continued strengthening of critical controls delivering a 24% decrease in the TRCFR compared with 2015. • Reduction in Level 3-5 environmental incidents, down 33% versus 2015, as well as focusing on tailings dam emplacement controls. • Reduced Group’s impact on the environment with decreases in energy and water consumption and GHG emissions. Outcome 5.2% Business improvement (24%) • Drive operational improvements and cost savings: – $1.0 billion cash improvement versus budget – Optimise capital expenditure and working capital People (4%) • Design and implement functional model in the • Exceeded $1.0 billion cash improvement plan primarily through the delivery of 24% $1.5 billion cost and volume improvements. • Increased discipline in capital expenditure and project prioritisation, delivering $600 million reduction versus original plan. • Renegotiated a number of supplier contracts, improving commercial terms. • Progressed implementation of the Functional Model in the Technical and 3.2% Sustainability function. Technical and Sustainability function • Appointed key leaders within the function. • Continue to attract and retain necessary skills and expertise Endowment projects and R&D (6%) • Develop future project strategies • Progress technology and innovation initiatives across portfolio • Progressed options and alternative approaches for the development of new 5.2% projects including Quellaveco. • Continued focus on innovation and technology to extract value from endowments through Open Forums, the FutureSmart™ and SmartPath processes to enable rapid development and implementation of innovative projects. • Advanced Concentrate the Mine™ approach across Platinum and Copper with phase 1 trials of Coarse Particle Flotation under way at Los Bronces copper mine in Chile. Overall individual performance 37.6% Critical tasks are identified in each of the performance categories at the start of the year. These form the basis of measurement, but are overlaid with an assessment of executive performance in the round in the relevant category. The assessment for 2016 took place against a backdrop of significant and successful restructuring and transformation, cost saving, production growth, efficiency improvements and improved stakeholder relationships. The personal performance outcomes set out above, combined with maximum EPS achievement and the safety modifier of (0.5)%, have generated overall bonus outcomes of 87.5%, 84.7% and 87.1%. When applied to the maximum bonus of 210% of salary, these performance outcomes translate into bonuses of £2,316,573, £1,430,383 and £1,441,239 for the chief executive, finance director and technical director respectively. 40% of the total bonus is payable in cash, with 60% deferred into Bonus Shares. Two-thirds of the Bonus Shares will vest after three years, subject to continued employment; the remaining third will vest after five years. 101 Anglo American plc Annual Report 2016Governance Figure 13: LTIP performance assessment for 2016 Measure Euromoney Global Mining Index TSR (25% of total award) FTSE 100 constituents TSR (25% of total award) Driving Value ROCE (50% of total award) Threshold performance (25% vesting) 3% (index TSR) 13% (median TSR) Stretch performance (100% vesting) 21% (index TSR + 6% p.a.) 50% (upper quartile TSR) Actual performance (12%) Vesting outcome 0% (12%) 0% 12% 16% 7% Total outcome (% of total award) Mark Cutifani (£’000) (maximum opportunity: 350% of salary) René Médori (£’000) (maximum opportunity: 300% of salary) Tony O’Neill (£’000) (maximum opportunity: 300% of salary) 0% 0% 0 0 0 Figure 14: Pension for 2016 DC contribution (£’000) Cash allowance (£’000) UURBS contribution (£’000) NIC paid by Company (£’000) Total (£’000) Mark Cutifani René Médori Tony O’Neill 17 0 0 317 0 208 0 241 0 44 0 28 378 241 236 3.1.4 LTIP award vesting In 2014, Mark Cutifani, René Médori and Tony O’Neill received LTIP grants of 285,733, 156,222 and 153,071 conditional shares respectively, with vesting subject to: (a) the Company’s TSR performance relative to: (i) the Euromoney Global Mining Index; and (ii) FTSE 100 constituents over the three-year period to 31 December 2016; and (b) Driving Value ROCE to 31 December 2016. Figure 13 sets out further details of the measures and the Company’s performance against each, resulting in an overall vesting level of zero. The LTIP amounts shown in last year’s report in respect of the LTIPs granted in 2013 were calculated on an ‘expected’ basis with an assumed share price of £4.73. The actual share price at vesting was £5.08, leading to the following increases in value: Mark Cutifani – estimated value £778,000; actual value £820,000 (increase of £42,000). René Médori – estimated value £373,000; actual value £394,000 (increase of £21,000). 3.1.5 Pension The pension contribution amounts in Figure 14 should be read in conjunction with the following information: • The amounts stated for Mark Cutifani and Tony O’Neill for 2016 include a cash allowance of £317,000 (2015: £297,000) and £208,000 (2015: £93,000), respectively • The total amount of pension contributions treated as having been paid into the UURBS for 2016 were £241,000 for René Médori (2015: £241,000) • Contributions treated as being paid into the UURBS earn a return equivalent to the Company’s pre-tax sterling nominal cost of debt, capped at a rate determined by the Remuneration Committee. The total return earned in 2016 was £90,000 for René Médori (2015: £73,000) • As at 31 December 2016, the total balance due to executive directors in relation to the UURBS was £1,976,000 for René Médori (2015: £1,644,000). Retirement benefits can only be drawn from the UURBS if a member has attained age 55 and has left Group service. 102 GOVERNANCE DIRECTORS’ REMUNERATION REPORTAnglo American plc Annual Report 20163.1.6 External directorships Executive directors are not permitted to hold external directorships or offices without the prior approval of the Board. If approved, they may each retain the fees payable from only one such appointment. In the year, in addition to his basic salary, René Médori retained fees amounting to £82,000 in respect of one external directorship. 3.2 Other director remuneration in 2016 3.2.1 Non-executive director remuneration Figure 15 sets out the remuneration paid to the non-executive directors of the Company in 2016. Fees shown include any additional fees paid in respect of chairmanships of committees or other roles such as senior independent director. Figure 15: Single total figure of remuneration for non-executive directors Non-executive directors Sir John Parker(1) Judy Dlamini (2) Byron Grote(3) Sir Philip Hampton Ray O’Rourke(4) Mphu Ramatlapeng Jim Rutherford Anne Stevens(5) Jack Thompson Total fees 2016 £’000 Benefits in  kind 2016 £’000 Total 2016 £’000 Total fees 2015 £’000 Benefits in  kind 2015 £’000 Total 2015 £’000 700 53 110 140 45 80 80 80 110 29 – – – – – – – – 729 53 110 140 45 80 80 80 700 80 110 140 80 80 80 80 110 110 24 – – – – – – – – 724 80 110 140 80 80 80 80 110 (1) Sir John Parker has elected to waive his Nomination Committee chairman fees. Benefits with a value over £5,000 comprise car-related benefits and medical insurance. (2) Judy Dlamini resigned from the Board with effect from 30 August 2016. (3) Byron Grote became a member of the Nomination Committee on 21 October 2016. (4) Ray O’Rourke resigned from the Board with effect from 25 July 2016. (5) Anne Stevens became a member of the Remuneration Committee on 21 October 2016. 3.2.2 Payments for past directors In addition to retirement benefits, the Company continues to provide seven former executive directors with private medical insurance arrangements. The annual cost to the Company is minimal. The Committee continues to meet these longstanding commitments but no new commitments have been made recently or will be made in future. There were no other payments to past directors during 2016. 103 Anglo American plc Annual Report 2016Governance 3.3 Scheme interests granted during 2016 The information in this section has been subject to external audit. Figure 16 summarises the longer term, conditional share awards granted to executive directors during 2016. Receipt of these awards is dependent on the Company’s performance over 2016-18 and to the maximum vesting value imposed by the Committee, as detailed below. The value of Bonus Shares awarded to directors in respect of 2016 is included in the annual performance bonus figures, set out in Figure 10. They are also included in Figure 17. 3.4 Total interests in shares Figure 17 summarises the total interests of the directors in shares of Anglo American plc as at 31 December 2016. These include beneficial and conditional interests, and shareholdings of their connected persons. As already disclosed, Mark Cutifani is expected to hold interests in shares to a value of three times basic salary (built up over five years) and René Médori and Tony O’Neill to a value of two times salary. At the date of preparation of this report, Mark Cutifani, René Médori and Tony O’Neill have net shareholdings (including Bonus Shares) equal to 430%, 587%, and 310% of basic salary, respectively. Figure 16: Summary of conditional share awards and options granted in 2016 Performance period end Director Basis of award Number of shares awarded Face value at grant(1) 31/12/2018 Mark Cutifani 350% of salary 993,810 £4,412,516 René Médori 300% of salary 543,360 £2,412,518 Tony O’Neill 300% of salary 532,398 £2,363,847 Type of award LTIP share awards Performance measure TSR vs. Sector Index (25%) Vesting schedule 25% for TSR equal to the Index; 100% for the Index +6% pa or above TSR vs. FTSE 100 constituents (25%) 25% for TSR equal to median; 100% for 80th percentile or above ROCE (50%) 25% for 5%; 100% for 15% (1) The face value of each award has been calculated using the share price at time of grant (£4.44 for the LTIP awards). As receipt of these awards is conditional on performance, the actual value of these awards may be nil. In addition, the maximum value that may be received in the year of vesting of the awards granted in 2014, 2015 and 2016 is limited for each executive director to the combined face value of the 2014, 2015 and 2016 awards. Any value over this level will be forfeit. Vesting outcomes will be disclosed in the 2018 remuneration report. 104 GOVERNANCE DIRECTORS’ REMUNERATION REPORTAnglo American plc Annual Report 2016Figure 17: Shares in Anglo American plc at 31 December 2016 Directors Mark Cutifani René Médori(1) Tony O’Neill Sir John Parker Byron Grote(2) Sir Philip Hampton Mphu Ramatlapeng Jim Rutherford Anne Stevens Jack Thompson(2) Former directors(3) Judy Dlamini Ray O’Rourke(2) Conditional (no performance conditions) Conditional (with performance conditions) Beneficial Conditional (no performance conditions) Total BSP Bonus Shares 257,550 165,779 148,053 – – – – – – – – – 174,814 210,498 46,708 62,696 26,000 19,258 4,738 21,335 2,122 14,950 6,712 76,965 LTIP SAYE/SIP Other 1,641,818 897,654 880,469 7,385 9,410 4,155 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 2,081,567 1,283,341 1,079,385 62,696 26,000 19,258 4,738 21,335 2,122 14,950 6,712 76,965 (1) René Médori’s beneficial interests in 138,990 shares held at the date of this report arise as a result of his wife’s interests in shares. (2) Included in the interests of Messrs Grote, O’Rourke and Thompson are unsponsored ADRs representing 0.5 ordinary shares of $0.54945 each. Interests are shown as at date of resignation. (3) Differences from 31 December 2016 to 20 February 2017 Mark Cutifani’s and René Médori’s interests increased by 44 shares each from 31 December 2016 to 20 February 2017, as a result of the acquisition of shares under the SIP. Their total holdings therefore increased to 2,081,611 and 1,283,385 respectively. 105 Anglo American plc Annual Report 2016Governance 3.5 Statement of implementation of policy in 2017 The Company’s policy on executive director remuneration for 2017 is summarised in the policy statements in Figure 1. Figure 18 summarises how that policy will be implemented in 2017. It is the Company’s intention that the fees for non-executive directors will remain at their 2016 levels for the first half of 2017, following which they will be reviewed. The EPS performance range for 2017 is considered by the Board to be commercially sensitive, although it will be disclosed in the 2017 remuneration report. As set out on page 91, changes to the previous LTIP performance targets are proposed to apply from 2017; vesting of 70% of the 2017 award will be subject to the achievement of TSR conditions, and the remaining 30% to a balanced scorecard of financial and strategic measures. For the 2017 balanced scorecard, ROCE (10%) has been selected to maintain focus on disciplined capital allocation. An attributable free cash flow target (10%) is being introduced as a new measure. This links management’s remuneration outcomes directly to the Company’s goal of reducing net debt through cash generation, thereby maintaining the Group’s net debt/EBITDA ratio below 1.5. The remaining 10% of the balanced scorecard for 2017 will be based on emissions reduction (5%) and occupational disease prevention (5%), directly reflecting two pillars of value. Following the overwhelming shareholder support for the ‘Aiming for A’ resolution at the 2016 AGM, the Committee strongly believes that management’s incentives should be linked to achievement of the Company’s public commitment to reducing CO2 emissions by 22% by 2020, as measured against the business as usual case. Linking the remaining 5% of the 2017 LTIP award to a 10% reduction in inhalable hazards by the end of 2019 (as measured against a certified industrial hygienist approved baseline) reflects the Group’s ongoing commitment to the prevention of occupational disease. The three-year cumulative attributable free cash flow target within the LTIP is also considered by the Board to be commercially sensitive; disclosing it would enable competitors to derive information as to our detailed business plan. The actual targets, along with the outcomes, will be disclosed in the 2019 remuneration report. The definition of attributable free cash flow can be found on page 189. Further details of the individual performance targets for 2017 will be included in the 2017 remuneration report. Figure 18: Summary of key remuneration aspects in 2017 Element Performance measure 1, weighting and component detail Performance measure 2, weighting and component detail Basic salary – – Annual bonus EPS (50%) Half on performance at outturn prices and FX and half on performance at budgeted prices and FX Long Term Incentive Plan (LTIP) TSR (70%) TSR vs. Euromoney Global Mining Index (47%) 25% for TSR equal to Index 100% for Index +6% pa or above TSR vs. FTSE 100 (23%) 25% for TSR equal to median 100% for 80th percentile or above Individual objectives and safety modifier (50%) Personal and strategic objectives supporting the Company’s delivery on projects, business improvement, capital allocation, commercial activities, employee development and stakeholder engagement, subject to the application of a safety modifier Balanced Scorecard (30%) ROCE (10%) 25% for 10% 100% for 20% Cumulative attributable free cash flow (10%) CO2 emissions (5%) 25% for 20% reduction by end of 2019 100% for 22% reduction by end of 2019 Inhalable hazards (5%) 25% for 6% reduction by end of 2019 100% for 10% reduction by end of 2019 Director Level Mark Cutifani £1,285,934 (2% increase) René Médori £820,256 (2% increase) Tony O’Neill £803,709 (2% increase) Stephen Pearce £775,000 (full year) Mark Cutifani 210% of salary René Médori 210% of salary Tony O’Neill 210% of salary Stephen Pearce 210% of salary (full year) Mark Cutifani 300% of salary René Médori nil Stephen Pearce 300% of salary Tony O’Neill 300% of salary 106 GOVERNANCE DIRECTORS’ REMUNERATION REPORTAnglo American plc Annual Report 20163.5.1 Outstanding LTIP awards The previous LTIP structure, in the context of the volatile nature of the mining industry, brought with it the potential for windfall gains where awards were granted at a relatively low share price. The Committee has therefore imposed a limit on the value that can be delivered on vesting for recent awards. The delivered value for the awards granted in 2014, 2015 and 2016 will be limited to 100% of the total face value (number of shares granted multiplied by share price on grant) of the awards granted over these three years. Any value over and above this limit will be forfeit. 3.6 Remuneration disclosures 3.6.1 Eight-year remuneration and returns Figure 19 shows the Company’s TSR performance against the performance of the FTSE 100 Index from 1 January 2009 to 31 December 2016. The FTSE 100 Index was chosen as being a broad equity market index which includes companies of a comparable size and complexity to Anglo American. TSR is calculated in US dollars, and assumes all dividends are reinvested. The TSR level shown as at 31 December each year is the average of the closing daily TSR levels for the five-day period up to and including that date. Figure 20 shows the total remuneration earned by the incumbent chief executive over the same eight-year period, along with the proportion of maximum opportunity earned in relation to each type of incentive. The total amounts are based on the same methodology as for Figure 7. For the period 2010 to 2011, the TSR performance of the Company, and the remuneration received by Cynthia Carroll as chief executive, demonstrates that this was a period of strong operational performance and high commodity prices. These led to a doubling of profits and almost a doubling of underlying EPS in 2010. Cynthia Carroll’s remuneration levels in 2011 also reflect record profits and strong EPS performance for the year in addition to the increase in value of the LTIP awards that vested at the end of 2011 – when granted, the Company’s share price was £12.61; the share price at vesting was £26.00. The vesting levels of long term incentives from 2012 have been much lower, reflecting, in part, the impact of the severe decline in commodity prices on earnings and the returns delivered to shareholders. Mark Cutifani’s remuneration levels in 2013 and 2014 are not reflective of his underlying remuneration, given that he received a compensatory share award in 2013 and compensation for tax on relocation benefits in 2014. The impact of longer term incentives was only realised in 2015 as a consequence of the vesting of the 2013 LTIP award. Figure 19: Eight-year TSR performance t n e m t s e v n i 0 0 1 $ l a c i t e h t o p y h a f o e u a V l 300 250 200 150 100 50 0 2008 2009 2010 2011 2012 2013 2014 2015 2016 Source: Datastream Return Index Figure 20: Chief executive’s remuneration Financial year ending Cynthia Carroll 31 December 2009 31 December 2010 31 December 2011 31 December 2012 31 December 2013 31 December 2014 31 December 2015 31 December 2016 Total remuneration (single figure, £’000) 4,379 4,235 3,203 1,462 Annual bonus (% of maximum) LTIP (% of maximum) BSP Enhancement Shares (% of maximum) Mark Cutifani Total remuneration (single figure, £’000) Annual bonus (% of maximum) LTIP (% of maximum) 99% 61% 0% – – – 8,113 94% 96% 88% 50% 0% 100% – – – – – – 35% 50% 0% – – – 67% 28% 0% – – – – – – – – – – – – 5,305 3,725 3,462 3,996 65% 60% 36.5% 87.5% – – 50% – 107 Anglo American plc Annual Report 2016Governance 3.6.2 Change in the chief executive’s remuneration in 2016 relative to London employees Figure 21 sets out the chief executive’s basic salary, benefits and annual bonus amounts for 2016 and the year-on-year change. We show the average change in each element for London employees below GMC level, which is considered to be the most relevant employee comparator group given the Group-wide nature of roles performed at Head Office. 3.6.3 Distribution statement for 2016 Figure 22 sets out the total expenditure on employee reward over 2016, compared to profit generated by the Company and the dividends received by investors. Underlying earnings are shown, as this is one of the Company’s key measures of performance, while employee numbers help put the payroll costs of employees into context. Figure 21: Change in chief executive’s remuneration compared to UK employees Chief executive London employees(1) £’000 % change Average % change Salary 1,261 0 2.3 Benefits 36 12 3.0 (1) Benefits for London employees comprise pension and car allowances (where applicable), these being the most material. Figure 22: Distribution statement for 2016 Distribution statement Underlying earnings(1) (Total Group) Dividends payable for year (total) Payroll costs for all employees Employee numbers (1) Please see page 188 for details on how underlying earnings are calculated. Figure 23: Response to 2016 AGM shareholder voting $m % change $m % change $m % change ’000 % change 2016 2,210 167 0 (100) 3,738 (16) 80 (12) Bonus 2,317 140 42.5 2015 827 (62.7) 398 (63.2) 4,474 (11.8) 91 (4.2) For Against Abstain Company response to issues raised Number of votes 504,101,574 (58%) 358,945,876 (42%) 102,126,177 The Committee is mindful of the concerns expressed by a number of shareholders in relation to executive remuneration in 2015, particularly around LTIP awards granted in March 2016. Setting executive remuneration in a volatile industry, such as mining, can be challenging and the Committee has actively engaged with shareholders in order to refine the revised policy to ensure that it is both appropriate and motivational. Vote Advisory vote on 2015 implementation report 108 GOVERNANCE DIRECTORS’ REMUNERATION REPORTAnglo American plc Annual Report 20163.7 Remuneration committee in 2016 3.7.1 Membership The Committee comprised the non-executive directors shown on the right on 31 December 2016. 3.7.2 External advisers to the Committee Figure 24 details the external advisers to the Committee and the fees paid for services provided during 2016. The fees are charged in accordance with the terms and conditions set out in each relevant engagement letter. PwC is a signatory to, and adheres to, the Code of Conduct for Remuneration Consultants (which can be found at www.remunerationconsultantsgroup.com). In addition, the Committee chairman has regular direct dialogue with advisers. For these reasons, the Committee considers that the advice it receives is independent. 3.7.3 Remuneration report voting results The Committee considered the results of the shareholders’ vote on the 2015 remuneration report (Figure 23). Feedback from investors at the time of the 2016 AGM, and more generally, has helped shape revisions to the remuneration policy for 2017 onwards. Figure 24: External advisers and fees Advisers Pricewaterhouse Coopers LLP (PwC) Perelamon Deloitte LLP (Deloitte) Appointed by the Company, with the agreement of the Committee, to support and advise on the Company’s incentive arrangements, in addition to the provision of specialist valuation services and market remuneration data. Appointed by the Company, with the agreement of the Committee, to support and advise on the Company’s incentive arrangements. In its capacity as Group auditor, Deloitte undertakes an audit of sections 3 and 4 of the remuneration report annually. However, it provides no advice to the Committee. Sir Philip Hampton Byron Grote Anne Stevens Jack Thompson Other services provided to the Company Investment advice, actuarial and audit work for various pension schemes; advice on internal audit projects; taxation, payroll and executive compensation advice. Executive compensation and reward advice. Fees for Committee assistance £108,000 £7,000 n/a Note: Certain overseas operations within the Group are also provided with audit-related services from Deloitte’s and PwC’s worldwide member firms. APPROVAL This directors’ remuneration report has been approved by the Board of directors of Anglo American plc. Signed on behalf of the Board of directors. Sir Philip Hampton Chairman, Remuneration Committee 20 February 2017 109 Anglo American plc Annual Report 2016Governance GOVERNANCE STATEMENT OF DIRECTORS’ RESPONSIBILITIES STATEMENT OF DIRECTORS’ RESPONSIBILITIES The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. The directors are required to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union and Article 4 of the IAS regulation, and have elected to prepare the parent company financial statements in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. The directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the parent company financial statements, the directors are required to: • select suitable accounting policies and then apply them consistently • make judgements and accounting estimates that are reasonable and prudent • state whether Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ has been followed, subject to any material departures disclosed and explained in the financial statements • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. In preparing the Group financial statements, IAS 1 requires that directors: • properly select and apply accounting policies • present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information • provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance • make an assessment of the Company’s ability to continue as a going concern. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions, disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. RESPONSIBILITY STATEMENT for the year ended 31 December 2016 We confirm that to the best of our knowledge: (a) the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of Anglo American plc and the undertakings included in the consolidation taken as a whole (c) the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s performance, business model and strategy. (b) the strategic report includes a fair review of the By order of the Board development and performance of the business and the position of Anglo American plc and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face Mark Cutifani Chief Executive 20 February 2017 René Médori Finance Director 110 Anglo American plc Annual Report 2016FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION CONTENTS Independent auditor’s report to the members of Anglo American plc 112 Primary statements Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the financial statements 1 Critical accounting judgements and key sources of estimation uncertainty Changes in accounting policies and disclosures 2 Notes to the Consolidated income statement 3 4 5 6 7 8 9 10 Dividends Segmental information Operating profit/(loss) from subsidiaries and joint operations Underlying EBIT and underlying earnings by segment Special items and remeasurements Net finance (costs)/income Income tax expense Earnings per share Intangible assets Notes to the Consolidated balance sheet 11 12 Property, plant and equipment 13 14 15 16 17 18 19 Derivatives 20 Provisions for liabilities and charges 21 Deferred tax Investments in associates and joint ventures Financial asset investments Inventories Trade and other receivables Trade and other payables Financial instruments Cash flow statement, net debt and related notes 22 Capital expenditure 23 Net debt 24 Borrowings 25 Commitments Employee remuneration 26 Employee numbers and costs 27 Retirement benefits 28 Share-based payments Group structure and transactions 29 Assets and liabilities held for sale 30 Disposals of subsidiaries, joint ventures and mining operations 31 Non-controlling interests Additional disclosures 32 Called-up share capital and consolidated equity analysis 33 Auditor’s remuneration 34 Contingent liabilities 35 Related party transactions 36 Events occurring after end of year 37 Group companies 38 39 Accounting policies 40 Related undertakings of the Group Financial risk management Financial statements of the Parent Company Summary by business operation Key financial data Exchange rates and commodity prices i F n a n c i a l s t a t e m e n t s 116 116 117 118 119 120 122 123 126 127 128 130 131 132 133 134 134 135 136 136 136 136 137 139 140 141 142 143 144 146 147 148 151 152 153 154 155 156 157 157 158 158 159 162 167 175 178 179 180 Anglo American plc Annual Report 2016 111 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ANGLO AMERICAN PLC Opinion on financial statements of Anglo American plc In our opinion: • the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2016 and of the Group’s profit and the Parent Company’s loss for the year then ended; • the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union; • the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 101 ‘Reduced Disclosure Framework’; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. The financial statements that we have audited comprise: • the Consolidated Income Statement; • the Consolidated Statement of Comprehensive Income; • the Consolidated Balance Sheet; • the Consolidated Cash Flow Statement; • the Consolidated Statement of Changes in Equity; • the Accounting Policies; • the related notes 1 to 40; and • the Balance Sheet of the Parent Company and related information. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and IFRSs as adopted by the European Union. The financial reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 ‘Reduced Disclosure Framework’. Going concern and the directors’ assessment of the principal risks that would threaten the solvency or liquidity of the Group As required by the Listing Rules we have reviewed the directors’ statement regarding the appropriateness of the going concern basis of accounting contained within note 39 to the financial statements and the directors’ statement on the longer-term viability of the Group contained within the strategic report on page 40. We are required to state whether we have anything material to add or draw attention to in relation to: • the directors’ confirmation on page 40 that they have carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity; • the disclosures on pages 41 to 45 that describe those risks and explain how they are being managed or mitigated; • the directors’ statement in note 39 to the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them and their identification of any material uncertainties to the Group’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements; and • the directors’ explanation on page 40 as to how they have assessed the prospects of the Group, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. We confirm that we have nothing material to add or draw attention to in respect of these matters. We agreed with the directors’ adoption of the going concern basis of accounting and we did not identify any such material uncertainties. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s ability to continue as a going concern. Independence We are required to comply with the Financial Reporting Council’s Ethical Standards for Auditors. We confirm that we are independent of the Group and we have fulfilled our other ethical responsibilities in accordance with those standards. We also confirm we have not provided any of the prohibited non-audit services referred to in those standards. 112 Anglo American plc Annual Report 2016 Our assessment of risks of material misstatement The assessed risks of material misstatement described below are those that had the greatest effect on our audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team. These risks are consistent with those identified last year. Risk description How the scope of our audit responded to the risk Key observations Impairment (notes 1 and 6) As a consequence of continued volatility in commodity prices and foreign exchange rates, the assessment of the recoverable amount of operating assets and development projects remains a key judgement. This includes the coal operations in Australia (where a pre-tax impairment of $1.2 billion has been recorded) as well as other specific assets including the Sishen mine operations and the Minas-Rio project where impairments had previously been recorded. Corporate asset transactions (notes 29 and 30) The appropriate accounting treatment of corporate asset disposals which have completed during 2016 is a key area of audit focus specifically in respect of assessing the point at which control is transferred from the seller to the buyer and the calculation of any profit or loss on disposal and assessing the potential accounting implications of ongoing transactions. In 2016 this includes specifically the sale of the Niobium and Phosphates businesses (pre-tax gain on disposal of $460 million), the Rustenburg operation (pre-tax loss on disposal of $121 million) and certain coal assets in Australia (combined net gain on disposal of $606 million). Taxation (notes 1, 8 and 21) The assessment of the Group’s taxation exposures across all jurisdictions is a key area of judgement particularly with respect to transfer pricing arrangements and the appropriateness of the recognition of tax provisions and deferred taxation assets. Special items and remeasurements (note 6) The assessment of the appropriateness of items disclosed within ‘special items and remeasurements’ is a key judgement because of their impact upon the reporting of the underlying financial performance achieved by the Group. We challenged management’s assessment as to whether indicators of impairment or impairment reversal exist for assets including the coal operations in Australia, the Sishen mine operations and the Minas-Rio project. Where such indicators were identified we obtained copies of the valuation models used to determine the value in use or fair value less costs of disposal of the relevant asset. We challenged the assumptions made by management in relation to these models, including the discount rate used, the short-term and long-term commodity prices, capital expenditure and operating cost forecasts and the expected production profiles, by comparison to recent analyst forecast commodity price data, reference to third party documentation where available, utilisation of Deloitte valuation specialists, review of Ore Reserves and Mineral Resources reports, consultation with operational management and consideration of sensitivity analyses. We assessed whether the assumptions had been determined and applied on a consistent basis across the Group. For the sales completed in the year, we reviewed the sales and purchase agreements to assess whether control had passed to the buyer prior to 31 December 2016 and to recalculate any profit or loss on disposal. For those assets where sales agreements are underway but not completed, we considered whether the criteria of IFRS 5 Non-current Assets Held for Sale and Discontinued Operations had been met and in particular whether the sale could be considered highly probable. We found that the assumptions used were reasonable and had been determined and applied on a consistent basis across the Group. No additional impairments or impairment reversals were identified from the work performed. We found that the impairments recorded at the coal operations in Australia were primarily due to reduced forecast long-term commodity prices, but this effect was partially offset by forecast exchange rate movements and targeted reductions in forecast operating costs. In the second half of the year, the impact of encountering challenging geological conditions has been offset by increased spot prices. We are satisfied that the asset disposals that completed in 2016 have been accounted for correctly, with appropriate disclosures properly made. For all other planned asset sales we are satisfied that the criteria have not been met for them to be disclosed as held for sale in accordance with IFRS 5. We reviewed all potential taxation exposures within the Group and, through discussions with the Group’s taxation department, the tax specialists within the audit team and review of relevant documentation, we assessed the appropriateness of the provisions raised. We considered, in the context of our tax specialists’ prior experience of similar issues and the legal advice received by the Group, the Group‘s transfer pricing arrangements to confirm that they are reasonable and the Group’s deferred taxation assets and liabilities to confirm they are appropriate. We are satisfied that the provisions raised in respect of the Group’s potential taxation exposures are appropriate and that deferred tax assets are properly recognised. In the context of our review of the overall income statement and with reference to the recently published guidance from the European Securities and Market Authority (ESMA) we considered and challenged each item disclosed within ‘special items and remeasurements’ as defined in note 6 to the financial statements. We determined whether such categorisation is appropriate and consistent with the Group’s stated policy and past practice for recognition of such items, and whether, taken as a whole, the income statement is fair and balanced in its presentation. We are satisfied that all items included within ‘special items and remeasurements’ display no indication of management bias in the categorisation and that where relevant the categorisation was consistent with prior practice. We consider that the related disclosures are also appropriate. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Anglo American plc Annual Report 2016 113 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ANGLO AMERICAN PLC Opinion on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: • the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; • the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and • the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Strategic Report and the Directors’ Report. Matters on which we are required to report by exception Adequacy of explanations received and accounting records Under the Companies Act 2006 we are required to report to you if, in our opinion: • we have not received all the information and explanations we require for our audit; or • adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or • the Parent Company financial statements are not in agreement with the accounting records and returns. We have nothing to report in respect of these matters. Directors’ remuneration Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made or the part of the Directors’ Remuneration Report to be audited is not in agreement with the accounting records and returns. We have nothing to report arising from these matters. Corporate Governance Statement Under the Listing Rules we are also required to review part of the Corporate Governance Statement relating to the company’s compliance with certain provisions of the UK Corporate Governance Code. We have nothing to report arising from our review. Our duty to read other information in the Annual Report Under International Standards on Auditing (UK and Ireland), we are required to report to you if, in our opinion, information in the Annual Report is: • materially inconsistent with the information in the audited financial statements; or • apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group acquired in the course of performing our audit; or • otherwise misleading. In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during the audit and the directors’ statement that they consider the Annual Report is fair, balanced and understandable and whether the Annual Report appropriately discloses those matters that we communicated to the Audit Committee which we consider should have been disclosed. We confirm that we have not identified any such inconsistencies or misleading statements. Our application of materiality We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Group materiality $200 million (2015: $200 million) Basis for determining materiality Rationale for the benchmark applied We have considered both asset and profit bases in the determination of materiality. $200 million equates to 0.8% (2015: 0.9 %) of net assets and 6.3% (2015: 4.7%) of normalised three year pre-tax profit before special items and remeasurements. The use of a combination of bases is a change to our approach in 2015 when materiality was based solely on the normalised three-year pre-tax profit before special items and remeasurements. Given the current volatility in commodity prices and the cyclical nature of the mining industry, we believe that widening our assessment to incorporate balance sheet metrics in addition to normalised pre-tax profit before special items and remeasurements is a more appropriate approach as it reflects the capital invested, the changes in production, the volume of commodities sold and the scale of the Group’s operations. We agreed with the Audit Committee that we would report to the Committee all known profit impacting audit differences in excess of $10 million (2015: $10 million), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements. An overview of the scope of our audit Our audit was scoped by obtaining an understanding of the Group and its environment, including internal control, and assessing the risks of material misstatement. All business units were subject to a full scope audit with the exception of Niobium and Phosphates (which was disposed of in 2016) and Manganese where specific audit procedures were performed. The work performed by the component audit teams at each business unit is guided by the Group audit team and is executed at levels of materiality applicable to each individual entity which were lower than Group materiality and ranged from $90 million to $110 million (2015: $80 million to $110 million). The Senior Statutory Auditor and/or a senior member of the Group audit team visits the principal location of each significant business unit at least once every year and key operational assets on a rotating basis. Group revenue Full audit scope Specified audit procedures Underlying EBIT Full audit scope Specified audit procedures Net assets Full audit scope Specified audit procedures % 95 5 % 92 8 % 98 2 114 Anglo American plc Annual Report 2016 Respective responsibilities of directors and auditor As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). We also comply with International Standard on Quality Control 1 (UK and Ireland). Our audit methodology and tools aim to ensure that our quality control procedures are effective, understood and applied. Our quality controls and systems include our dedicated professional standards review team and independent partner reviews. This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group’s and the Parent Company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Kari Hale (Senior statutory auditor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditor London, United Kingdom 20 February 2017 Anglo American plc Annual Report 2016 115 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION PRIMARY STATEMENTS CONSOLIDATED INCOME STATEMENT for the year ended 31 December 2016 US$ million Revenue Operating costs Operating profit/(loss) Non-operating special items Share of net income/(loss)from associates and joint ventures Profit/(loss) before net finance (costs)/income and tax Note 3 3, 4 6 3, 13 Investment income Interest expense Other net financing (losses)/gains Net finance (costs)/income Profit/(loss) before tax Income tax expense Profit/(loss) for the financial year Attributable to: Non-controlling interests Equity shareholders of the Company Earnings per share (US$) Basic Diluted 7 8 31 9 9 Before special items and remeasurements 21,378 (18,047) 3,331 – Special items and remeasurements (note 6) – (1,665) (1,665) 1,203 2016 Total 21,378 (19,712) 1,666 1,203 Before special items and remeasurements 20,455 (18,417) 2,038 – Special items and remeasurements (note 6) – (6,150) (6,150) (1,278) 2015 Total 20,455 (24,567) (4,112) (1,278) 7 278 48 (269) (221) 271 3,602 186 (490) 95 (209) 3,393 (742) 2,651 441 2,210 (455) 120 (45) (389) (314) (769) 44 (725) (109) (616) 3,147 306 (535) (294) (523) 2,624 (698) 1,926 332 1,594 1.72 1.70 (0.48) (0.47) 1.24 1.23 2,086 172 (489) (141) (458) 1,628 (435) 1,193 366 827 0.64 0.64 (7,697) – (54) 669 615 (7,082) 47 (7,035) (584) (6,451) (5,611) 172 (543) 528 157 (5,454) (388) (5,842) (218) (5,624) (5.00) (5.00) (4.36) (4.36) CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the year ended 31 December 2016 US$ million Profit/(loss) for the financial year Other comprehensive (expense)/income Items that will not be reclassified to the income statement (net of tax)(1) Remeasurement of net retirement benefit obligation Net items that will not be reclassified to the income statement Items that have been or may subsequently be reclassified to the income statement (net of tax)(1) Net exchange differences: Net gain/(loss) (including associates and joint ventures) Cumulative (gain)/loss transferred to the income statement on disposal of foreign operations Revaluation of available for sale investments: Net revaluation gain/(loss) Cumulative revaluation gain transferred to the income statement on disposal Impairment losses transferred to the income statement Revaluation of cash flow hedges: Net gain Transferred to the income statement Net items that have been or may subsequently be reclassified to the income statement Other comprehensive income/(expense) for the financial year (net of tax) Total comprehensive income/(expense) for the financial year (net of tax) Attributable to: Non-controlling interests Equity shareholders of the Company (1) Tax amounts are shown in note 8c. 2016 1,926 2015 (5,842) (179) (179) 260 260 1,150 (50) (4,185) 101 122 (151) – – (11) 1,060 881 2,807 514 2,293 (203) – 52 9 – (4,226) (3,966) (9,808) (877) (8,931) 116 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION PRIMARY STATEMENTS CONSOLIDATED BALANCE SHEET as at 31 December 2016 US$ million ASSETS Non-current assets Intangible assets Property, plant and equipment Environmental rehabilitation trusts Investments in associates and joint ventures Financial asset investments Trade and other receivables Deferred tax assets Derivative financial assets Other non-current assets Total non-current assets Current assets Inventories Trade and other receivables Current tax assets Derivative financial assets Cash and cash equivalents Total current assets Assets classified as held for sale Total assets LIABILITIES Current liabilities Trade and other payables Short term borrowings Provisions for liabilities and charges Current tax liabilities Derivative financial liabilities Total current liabilities Non-current liabilities Trade and other payables Medium and long term borrowings Retirement benefit obligations Deferred tax liabilities Derivative financial liabilities Provisions for liabilities and charges Total non-current liabilities Liabilities directly associated with assets classified as held for sale Total liabilities Net assets EQUITY Called-up share capital Share premium account Own shares Other reserves Retained earnings Equity attributable to equity shareholders of the Company Non-controlling interests Total equity Note 2016 2015 11 12 20 13 14 16 21 19 15 16 19 23a 29 17 23a, 24 20 19 17 23a, 24 27 21 19 20 29 32 31 3,217 28,719 353 1,974 835 812 1,013 484 293 37,700 3,727 2,232 330 109 6,051 12,449 – 50,149 (3,384) (1,806) (621) (442) (272) (6,525) (116) (11,363) (778) (3,520) (1,603) (1,919) (19,299) – (25,824) 24,325 772 4,358 (6,090) (10,000) 29,976 19,016 5,309 24,325 3,394 29,621 290 1,817 846 539 914 460 335 38,216 4,051 1,983 152 689 6,895 13,770 27 52,013 (2,753) (1,649) (620) (340) (477) (5,839) (26) (16,318) (667) (3,253) (1,986) (2,565) (24,815) (17) (30,671) 21,342 772 4,358 (6,051) (10,811) 28,301 16,569 4,773 21,342 The financial statements of Anglo American plc, registered number 03564138, were approved by the Board of directors on 20 February 2017 and signed on its behalf by: Mark Cutifani Chief Executive René Médori Finance Director Anglo American plc Annual Report 2016 117 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION PRIMARY STATEMENTS CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 December 2016 US$ million Cash flows from operating activities Profit/(loss) before tax Net finance costs/(income) including financing special items and remeasurements Share of net (income)/loss from associates and joint ventures Non-operating special items Operating profit/(loss) Operating special items and remeasurements Cash element of special items Depreciation and amortisation Share-based payment charges Decrease in provisions Decrease/(increase) in inventories (Increase)/decrease in operating receivables Increase/(decrease) in operating payables Other adjustments Cash flows from operations Dividends from associates and joint ventures Dividends from financial asset investments Income tax paid Net cash inflows from operating activities Cash flows from investing activities Expenditure on property, plant and equipment Cash flows from derivatives related to capital expenditure Proceeds from disposal of property, plant and equipment Investments in associates and joint ventures Purchase of financial asset investments Net redemption of/(investment in) financial asset investment loans and receivables Interest received and other investment income Proceeds from disposal of subsidiaries and joint operations, net of cash and cash equivalents disposed Proceeds from disposal of joint ventures Proceeds from disposal of interests in available for sale investments Return of capital and repayments of capitalised loans by associates and joint ventures Other investing activities Net cash used in investing activities Cash flows from financing activities Interest paid Cash flows from derivatives related to financing activities Dividends paid to Company shareholders Dividends paid to non-controlling interests Proceeds from issuance of bonds Proceeds from other borrowings Repayments of bonds and borrowings Proceeds from issue of shares to non-controlling interests Proceeds from sale of shares under employee share schemes Purchase of shares by Group companies for employee share schemes Other financing activities Net cash used in financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at start of year Cash movements in the year Effects of changes in foreign exchange rates Cash and cash equivalents at end of year Note 2016 2015 2,624 523 (278) (1,203) 1,666 1,665 (144) 2,138 174 (139) 301 (365) 455 87 5,838 167 5 (611) 5,399 (2,418) (22) 23 (51) (3) 61 77 1,535 – 230 62 (19) (525) (747) (414) – (15) – 694 (5,213) 38 8 (117) (14) (5,780) (906) 6,889 (906) 61 6,044 (5,454) (157) 221 1,278 (4,112) 6,150 (118) 2,381 151 (239) (84) 187 (78) 2 4,240 324 9 (596) 3,977 (4,053) (200) 30 (80) (1) (216) 101 189 1,556 – 67 (7) (2,614) (810) (170) (1,078) (242) 2,159 1,160 (1,987) 46 11 (42) 6 (947) 416 6,747 416 (274) 6,889 6 4 6 3 13 22 22 22 13 14 14 30 13 23b 10 31 23b 23b 118 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION PRIMARY STATEMENTS CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the year ended 31 December 2016 US$ million At 1 January 2015 Total comprehensive expense Dividends payable Issue of shares to non-controlling interests Equity settled share-based payment schemes Other At 31 December 2015 Total comprehensive income Dividends payable Issue of shares to non-controlling interests Equity settled share-based payment schemes Tax recognised directly in equity(3) At 31 December 2016 (1) Includes share capital and share premium. Total share capital(1) 5,130 – – – – – 5,130 – – – – – 5,130 Own shares(2) (6,359) – – – 308 – (6,051) – – – (39) – (6,090) Retained earnings 34,851 (5,383) (1,078) – (112) 23 28,301 1,419 – – 146 110 29,976 Cumulative translation adjustment reserve (8,343) (3,404) – – – – (11,747) 896 – – – – (10,851) Fair value and other reserves (note 32) 1,138 (144) – – (41) (17) 936 (22) – – (63) – 851 Total equity attributable to equity shareholders of the Company 26,417 (8,931) (1,078) – 155 6 16,569 2,293 – – 44 110 19,016 Non- controlling interests 5,760 (877) (189) 46 33 – 4,773 514 (40) 38 24 – 5,309 Total equity 32,177 (9,808) (1,267) 46 188 6 21,342 2,807 (40) 38 68 110 24,325 (2) Own shares comprise shares of Anglo American plc held by the Company (treasury shares), its subsidiaries and employee benefit trusts. (3) See note 8d for further details. Dividends Proposed ordinary dividend per share (US cents) Proposed ordinary dividend (US$ million) Ordinary dividends payable during the year per share (US cents) Ordinary dividends payable during the year (US$ million) Note 10 10 10 10 2016 – – – – 2015 – – 85 1,078 Anglo American plc Annual Report 2016 119 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS 1. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY In the course of preparing financial statements, management necessarily makes judgements and estimates that can have a significant impact on the financial statements. The most critical of these relate to impairment and impairment reversals of assets, taxation, contingent liabilities, joint arrangements, estimation of Ore Reserves, assessment of fair value, restoration, rehabilitation and environmental costs, retirement benefits and deferred stripping. The use of inaccurate assumptions in assessments made for any of these judgements and estimates could result in a significant impact on financial results. Critical accounting judgements Impairment and impairment reversals of assets Mining operations are large, complex assets requiring significant technical and financial resources to operate. Their value may be sensitive to a range of characteristics unique to each asset and key sources of estimation uncertainty include Ore Reserve estimates and cash flow projections. In performing the impairment reviews, the Group assesses the recoverable amount of its operating assets principally with reference to fair value less costs of disposal, assessed using discounted cash flow models. These models are subject to estimation uncertainty and there is judgement in determining the assumptions that are considered to be reasonable and consistent with those that would be applied by market participants as outlined below. The Group assesses at each reporting date whether there are any indicators that its assets and cash generating units (CGUs) may be impaired. Operating and economic assumptions, which could affect the valuation of assets using discounted cash flows, are updated regularly as part of the Group’s planning and forecasting processes. Judgement is therefore required to determine whether the updates represent significant changes in the service potential of an asset or CGU, and are therefore indicators of impairment or impairment reversal. The judgement also takes into account the Group’s long-term economic forecasts, market consensus and sensitivity analysis of the discounted cash flow models used to value the Group’s assets. Assets (other than goodwill) that have been previously impaired must be assessed for indicators of both impairment and impairment reversal. Such assets are, by definition, carried on the balance sheet at a value close to their recoverable amount at the last assessment. Therefore in principle any change to operational plans or assumptions, economic parameters, or the passage of time, could result in further impairment or impairment reversal if an indicator is identified. Significant operating assets that the Group has previously impaired include Minas-Rio and Sishen (Iron Ore and Manganese); Moranbah-Grosvenor, Capcoal, Dawson and Isibonelo (Coal); Barro Alto (Nickel) and El Soldado (Copper). These assets have a combined carrying value of $9.0 billion within property, plant and equipment as at 31 December 2016. In addition, in making assessments for impairment, management necessarily applies its judgement in allocating assets, including goodwill, that do not generate independent cash flows to appropriate CGUs. Subsequent changes to the CGU allocation, to the timing of cash flows or to the assumptions used to determine the cash flows could impact the carrying value of the respective assets. See note 6 for the Group’s impairment and impairment reversals disclosures. Taxation The Group’s tax affairs are governed by complex domestic tax legislations, international tax treaties between countries and the interpretation of both by tax authorities and courts. Given the many uncertainties that could arise from these factors, judgement is often required in determining the tax that is due. Where management is aware of potential uncertainties that are judged more likely than not to result in a liability for additional tax, a provision is made for management’s best estimate of the liability, determined with reference to similar transactions and, in some cases, reports from independent experts. See note 8 for the Group’s income tax expense disclosures. 120 Anglo American plc Annual Report 2016 In addition, the recognition and measurement of deferred tax requires the application of judgement in assessing the amount, timing and probability of future taxable profits and repatriation of retained earnings. These factors affect the determination of the appropriate rates of tax to apply and the recoverability of deferred tax assets. These judgements are influenced, inter alia, by factors such as estimates of future production, commodity lines, operating costs, future capital expenditure and dividend policies. See note 21 for the Group’s deferred tax disclosures. Further details of the Group’s tax accounting policy are described in note 39c. Contingent liabilities On an ongoing basis the Group is a party to various legal disputes, the outcomes of which cannot be assessed with a high degree of certainty. Management applies its judgement in determining whether or not to record a provision or contingent liability. A provision is recognised where, based on the Group’s legal views and, in some cases, independent advice, it is considered probable that an outflow of resources will be required to settle a present obligation that can be measured reliably. A contingent liability is a potential future outflow of cash, or other resources, where the likelihood of payment is less than probable but more than remote. Disclosure of contingent liabilities is made in note 34, including quantification of the potential future outflow of resources, unless the amount cannot be reliably estimated. Joint arrangements Joint arrangements are classified as joint operations or joint ventures according to the rights and obligations of the parties, as described in note 39k. Judgement is required in determining this classification through an evaluation of the facts and circumstances arising from each individual arrangement. When a joint arrangement has been structured through a separate vehicle, consideration has been given to the legal form of the separate vehicle, the terms of the contractual arrangement and, when relevant, other facts and circumstances. When the activities of an arrangement are primarily designed for the provision of output to the parties and, the parties are substantially the only source of cash flows contributing to the continuity of the operations of the arrangement, this indicates that the parties to the arrangement have rights to the assets and obligations for the liabilities. Certain joint arrangements that are structured through separate vehicles including Collahuasi, Debswana and Namdeb are accounted for as joint operations. These arrangements are primarily designed for the provision of output to the parties sharing joint control, indicating that the parties have rights to substantially all the economic benefits of the assets. The liabilities of the arrangements are in substance satisfied by cash flows received from the parties; this dependence indicates that the parties effectively have obligations for the liabilities. It is primarily these facts and circumstances that give rise to the classification as joint operations. Key sources of estimation uncertainty Ore Reserves When determining Ore Reserves, which may be used to calculate useful economic lives of assets and depreciation on the Group’s mining properties, assumptions that were valid at the time of estimation may change when new information becomes available. In addition, the calculation of the unit of production rate of amortisation could be impacted to the extent that actual production in the future is different from current forecast production. Any changes in estimate could affect prospective depreciation rates and asset carrying values and, as a result, the determination of Ore Reserves is considered a key source of estimation uncertainty. Factors which could impact useful economic lives of assets and Ore Reserve estimates include: • the grade of Ore Reserves varying significantly from time to time • differences between actual commodity prices and commodity price assumptions used in the estimation of Ore Reserves • renewal of mining licences • unforeseen operational issues at mine sites • adverse changes in capital, operating, mining, processing and reclamation costs, discount rates and foreign exchange rates used to determine Ore Reserves. For further information refer to the unaudited Ore Reserves and Mineral Resources Report 2016. FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS 1. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY continued Assessment of fair value The assessment of fair value is principally used in accounting for business combinations, impairment testing and the valuation of certain financial assets and liabilities. The fair value of an asset or liability is the price that would be received to sell the asset, or paid to transfer a liability in an orderly transaction between market participants. Fair value is determined based on observable market data, discounted cash flow models (and other valuation techniques), contractual agreements and other assumptions considered to be reasonable and consistent with those that would be applied by a market participant. The estimation of the fair value of identifiable assets and liabilities is subjective and the use of different valuation assumptions could have a significant impact on financial results. Fair value of financial instruments Certain of the Group’s financial instruments, principally derivatives, are required to be measured on the balance sheet at fair value. Where a quoted market price for an identical instrument is not available, a valuation model is used to estimate the fair value based on the net present value of the expected cash flows under the contract. Valuation assumptions are usually based on observable market data (for example forward foreign exchange rate, interest rate or commodity price curves) where available. Cash flow projections for business combinations and impairment testing Expected future cash flows used in discounted cash flow models are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including Ore Reserves and Mineral Resources, together with economic factors such as commodity prices, exchange rates, discount rates and estimates of production costs and future capital expenditure. Cash flow projections are based on financial budgets and Life of Mine Plans or, for non-mine assets, an equivalent appropriate long-term forecast, incorporating key assumptions as detailed below: • Ore Reserves and Mineral Resources Ore Reserves and, where considered appropriate, Mineral Resources are incorporated in projected cash flows, based on Ore Reserves and Mineral Resource statements and exploration and evaluation work undertaken by appropriately qualified persons. Mineral Resources are included where management has a high degree of confidence in their economic extraction, despite additional evaluation still being required prior to meeting the required confidence to convert to Ore Reserves. • Commodity and product prices Commodity and product prices are based on latest internal forecasts, benchmarked with external sources of information, to ensure they are within the range of available analyst forecasts. In estimating the forecast cash flows, management also takes into account the expected realised price from existing contractual arrangements. • Foreign exchange rates Foreign exchange rates are based on latest internal forecasts, benchmarked with external sources of information for relevant countries of operation. Foreign exchange rates are kept constant (on a real basis) from 2022 onwards. • Discount rates Cash flow projections used in fair value less costs of disposal impairment models are discounted based on a real post-tax discount rate, assessed annually, of 6.5% (2015: 6.5%). Adjustments to the rate are made for any risks that are not reflected in the underlying cash flows, including the risk profile of the individual asset and country risk. • Operating costs, capital expenditure and other operating factors Operating costs and capital expenditure are based on financial budgets covering a five year period. Cash flow projections beyond five years are based on Life of Mine Plans or non-mine production plans, as applicable, and internal management forecasts. Cost assumptions incorporate management experience and expectations, as well as the nature and location of the operation and the risks associated therewith. Underlying input cost assumptions are consistent with related output price assumptions. Other operating factors, such as the timelines of granting licences and permits are based on management’s best estimate of the outcome of uncertain future events at the balance sheet date. Where an asset has potential for future development through capital investment, to which a market participant would attribute value, and the costs and economic benefits can be estimated reliably, this development is included in the cash flows (with appropriate risk adjustments). Restoration, rehabilitation and environmental costs Costs for restoration of site damage, rehabilitation and environmental costs are estimated using either the work of external consultants or internal experts. The amount recognised as a provision represents management’s best estimate of the consideration required to complete the restoration and rehabilitation activity, the application of the relevant regulatory framework and timing of expenditure. These estimates are inherently uncertain and could materially change over time. To the extent that the actual future costs differ from these estimates, adjustments will be recorded and the amount provided could be impacted. See note 20 for the Group’s environmental restoration and decommissioning provisions disclosures. Retirement benefits The expected costs of providing pensions and post employment benefits under defined benefit arrangements relating to employee service during the period are determined based on financial and actuarial assumptions. Assumptions in respect of the expected costs are set after consultation with qualified actuaries. While management believes the assumptions used are appropriate, a change in the assumptions used would affect the amounts recognised in the financial statements. See note 27 for the Group’s retirement benefits disclosures. Deferred stripping In certain mining operations, rock or soil overlying a mineral deposit, known as overburden, and other waste materials must be removed to access the orebody. The process of removing overburden and other mine waste materials is referred to as stripping. The Group defers stripping costs onto the balance sheet where they are considered to improve access to ore in future periods. Where the amount to be capitalised cannot be specifically identified it is determined based on the volume of waste extracted compared with expected volume for the identified component of the orebody. This determination is dependent on an individual mine’s design and Life of Mine Plan and therefore changes to the design or Life of Mine Plan will result in changes to these estimates. Identification of the components of a mine’s orebody is made by reference to the Life of Mine Plan. The assessment depends on a range of factors including each mine’s specific operational features and materiality. Further details of the Group’s deferred stripping accounting policy are described in note 39h and the amounts capitalised are presented within ‘Mining properties and leases’ in note 12. Changes in estimates Due to the nature of Platinum in-process inventories being contained in weirs, pipes and other vessels, physical counts only take place annually, except in the Precious Metal Refinery which take place once every five years (the latest being in 2016). Consequently, the Platinum business runs a theoretical metal inventory system based on inputs, the results of previous physical counts and outputs. Once the results of the physical count are finalised, the variance between the theoretical count and actual count is investigated and recorded as a change in estimate. During 2016, the change in estimate following the annual physical count has had the effect of increasing the value of inventory by $38 million (2015: increase of $181 million), resulting in the recognition of a post-tax gain of $27 million (2015: gain of $130 million). Anglo American plc Annual Report 2016 121 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS IFRS 9 Financial Instruments IFRS 9 was issued in July 2014 and becomes effective for accounting periods beginning on or after 1 January 2018, which will be the date the Group transitions to IFRS 9. The new standard is applicable to financial assets and financial liabilities, and covers the classification, measurement, impairment and derecognition of financial assets and financial liabilities together with a new hedge accounting model. During the year the Group has undertaken an accounting impact analysis of the new standard based on the nature of the financial instruments it holds and the way in which they are used. The indicative impacts of adopting IFRS 9 on the Group are as follows: • Classification and measurement: IFRS 9 establishes a principles-based approach to determining whether a financial asset should be measured at amortised cost or fair value, based on the cash flow characteristics of the asset and the business model in which the asset is held. The Group anticipates that the classification and measurement basis for its financial assets will be largely unchanged under this model. • Impairment: Based on the Group’s initial assessment, the introduction of an ‘expected credit loss’ model for the assessment of impairment of financial assets held at amortised cost is not expected to have a material impact on the Group’s results, given the low exposure to counterparty default risk as a result of the credit risk management processes that are in place. • Hedge accounting: The adoption of the new standard would not materially change the amounts recognised in relation to existing hedging arrangements but could provide scope to apply hedge accounting to a broader range of transactions in the future. The Group is currently assessing whether to take the accounting policy choice, permitted under the IFRS 9 transition requirements, to continue to account for all hedges under IAS 39 Financial Instruments: Recognition and Measurement. IFRS 16 Leases IFRS 16 was published in January 2016 and will be effective for the Group from 1 January 2019, replacing IAS 17 Leases subject to EU endorsement. The principal impact of IFRS 16 will be to change the accounting treatment by lessees of leases currently classified as operating leases. Lease agreements will give rise to the recognition by the lessee of an asset, representing the right to use the leased item, and a related liability for future lease payments. Lease costs will be recognised in the income statement in the form of depreciation of the right-of-use asset over the lease term, and finance charges representing the unwind of the discount on the lease liability. Certain exemptions from recognising leases on the balance sheet are available for leases with terms of 12 months or less or where the underlying asset is of low value. The Group has begun its impact assessment on the new standard. The most significant impact on the Group financial statements is expected to be on the balance sheet, as a consequence of the recognition of right-of-use assets and lease liabilities in relation to arrangements currently accounted for as operating leases. Other issued standards and amendments that are not yet effective are not expected to have a significant impact on the financial statements. 2. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES The accounting policies applied are consistent with those adopted and disclosed in the Group financial statements for the year ended 31 December 2015, except for changes arising from the adoption of the following new accounting pronouncements which became effective in the current reporting period: • Amendments to IFRS 11 Joint Arrangements: Accounting for Acquisitions of Interests in Joint Operations. • Amendments to IAS 1 Presentation of Financial Statements: Disclosure Initiative. • Annual Improvements to IFRSs 2012-2014 cycle. The adoption of these new accounting pronouncements has not had a significant impact on the accounting policies, methods of computation or presentation applied by the Group. The Group has not early adopted any other amendment, standard or interpretation that has been issued but is not yet effective. It is expected that where applicable, these standards and amendments will be adopted on each respective effective date. New IFRS accounting standards, amendments and interpretations not yet adopted The following new IFRS accounting standards in issue but not yet effective are expected to have a significant impact on the Group: IFRS 15 Revenue from Contracts with Customers IFRS 15 was issued in May 2014 and subsequent amendments, Clarifications to IFRS 15, were issued in April 2016. IFRS 15, as amended, is effective for accounting periods beginning on or after 1 January 2018, although the April 2016 amendments have not yet been endorsed by the EU. For the Group, transition to IFRS 15 will take place on 1 January 2018. The core principle of IFRS 15 is that revenue should be recognised in a manner that depicts the pattern of the transfer of goods and services to customers. The amount recognised should reflect the amount to which the entity expects to be entitled in exchange for those goods and services. The standard requires entities to apportion revenue earned from contracts to individual promises, or performance obligations, on a relative standalone selling price basis, based on a five-step model. During 2016 the Group has undertaken an accounting impact analysis based on a review of the contractual terms of its principal revenue streams, and internal accounting guidance has been developed. Work is underway to collect the information required to calculate the impact of restating the 31 December 2016 balance sheet and 2017 income statement on adoption of the new standard, and to embed the collection of such new data into existing systems and processes. The indicative impacts of implementing IFRS 15 on the Group results are as follows: • Under IFRS 15 the revenue recognition model will change from one based on the transfer of risk and reward of ownership to the transfer of control of ownership. The Group’s revenue is predominantly derived from commodity sales, where the point of recognition is dependent on the contract sales terms, known as the International Commercial terms (Incoterms). As the transfer of risks and rewards generally coincides with the transfer of control at a point in time for the Incoterms as part of the Group’s commodity sales arrangements, the timing and amount of revenue recognised for the sale of commodities is unlikely to be materially affected for the majority of sales. • IFRS 15 introduces the concept of performance obligations that are defined as a ‘distinct’ promised good or service. For the Incoterms Cost, Insurance and Freight (CIF) and Cost and Freight (CFR) the seller must contract for and pay the costs and freight necessary to bring the goods to the named port of destination. Consequently, the freight service on export commodity contracts with CIF/CFR Incoterms represents a separate performance obligation as defined under the new standard. This means that, where material, a portion of the revenue earned under these contracts, representing the obligation to perform the freight service, will be deferred and recognised over time as this obligation is fulfilled, along with the associated costs. Based upon the preliminary assessment performed, the impact of this change on the amount of revenue and profit recorded in a year is not expected to be material. 122 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED INCOME STATEMENT 3. SEGMENTAL INFORMATION The Group’s segments are aligned to those business units that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Kumba Iron Ore, Iron Ore Brazil and Samancor business units have been aggregated as the ‘Iron Ore and Manganese’ segment on the basis of the ultimate product produced (ferrous metals). The ‘Corporate and other’ segment includes unallocated corporate costs, exploration costs and the Other Mining and Industrial business unit, the majority of whose remaining operations were disposed of in the year ended 31 December 2015. Exploration costs represent the cost of the Group’s exploration activities across all segments. Segments predominantly derive revenue as follows – De Beers: rough and polished diamonds; Platinum: platinum group metals; Copper: copper; Nickel: nickel; Niobium and Phosphates: niobium and phosphates; Iron Ore and Manganese: iron ore, manganese ore and alloys; Coal: metallurgical coal and thermal coal. See note 39a for the Group’s accounting policy on revenue recognition. Niobium and Phosphates was sold on 30 September 2016 (see note 30). During the year, Anglo American Platinum Limited has identified certain computational errors affecting its results reported in prior periods, the impact of which is considered material to Anglo American Platinum Limited but is not material to the Group. Consequently, the affected prior period results have been restated in the individual financial statements of Anglo American Platinum Limited but have been corrected in the current year in the Group financial statements. Had the Group results been restated, underlying EBIT and underlying EBITDA for the year ended 31 December 2016 would be higher by $77 million (2015: underlying EBIT lower by $21 million and underlying EBITDA lower by $10 million). The segment results are stated after elimination of inter-segment transactions and include an allocation of corporate costs. The disclosures in this note include certain Alternative Performance Measures (APMs). For more information on the APMs used by the Group, including definitions, please refer to page 188. Segment results US$ million De Beers Platinum Copper Nickel Niobium and Phosphates Iron Ore and Manganese Coal Corporate and other Reconciliation to Consolidated income statement: Less: associates and joint ventures Include: operating special items and remeasurements Revenue/Operating profit/(loss) US$ million De Beers Platinum Copper Nickel Niobium and Phosphates Iron Ore and Manganese Coal Corporate and other Less: associates and joint ventures Depreciation and amortisation/underlying EBITDA from subsidiaries and joint operations Underlying EBITDA is reconciled to underlying EBIT and to ‘Profit/(loss) before net finance (costs)/income and tax’: US$ million Underlying EBITDA Depreciation and amortisation: subsidiaries and joint operations Depreciation and amortisation: associates and joint ventures Underlying EBIT Operating special items and remeasurements Non-operating special items Associates’ and joint ventures’ net special items and remeasurements Share of associates’ and joint ventures’ net finance costs, tax and non-controlling interests Profit/(loss) before net finance (costs)/income and tax 2016 6,068 4,394 3,066 426 495 3,426 5,263 4 23,142 (1,764) – 21,378 Revenue 2015 4,671 4,900 3,539 146 544 3,390 4,888 925 23,003 (2,548) – 20,455 Underlying EBIT 2016 1,019 185 261 (15) 79 1,275 1,112 (150) 3,766 (435) (1,665) 1,666 2015 571 263 228 (22) 119 671 457 (64) 2,223 (185) (6,150) (4,112) Depreciation and amortisation Underlying EBITDA 2016 387 347 642 72 39 261 534 27 2,309 (171) 2,138 2015 419 455 714 19 27 355 589 53 2,631 (250) 2,381 2016 1,406 532 903 57 118 1,536 1,646 (123) 6,075 (606) 5,469 2016 6,075 (2,138) (171) 3,766 (1,665) 1,203 7 (164) 3,147 2015 990 718 942 (3) 146 1,026 1,046 (11) 4,854 (435) 4,419 2015 4,854 (2,381) (250) 2,223 (6,150) (1,278) (269) (137) (5,611) Anglo American plc Annual Report 2016 123 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED INCOME STATEMENT 3. SEGMENTAL INFORMATION continued Associates’ and joint ventures’ results by segment US$ million De Beers Platinum Iron Ore and Manganese Coal Corporate and other Share of net income/(loss) from associates and joint ventures Share of net income/(loss) 2016 2 (9) 133 157 (5) 278 2015 (6) (42) (264) 40 51 (221) Revenue Underlying EBIT Depreciation and amortisation Underlying EBITDA US$ million De Beers Platinum Iron Ore and Manganese Coal Corporate and other 2016 73 156 625 910 – 1,764 2015 89 187 514 877 881 2,548 2016 3 (8) 209 236 (5) 435 2015 (9) (33) 22 142 63 185 2016 3 16 49 103 – 171 2015 3 28 82 91 46 250 2016 6 8 258 339 (5) 606 The reconciliation of associates’ and joint ventures’ underlying EBIT to ‘Share of net income/(loss) from associates and joint ventures’ is as follows: US$ million Associates’ and joint ventures’ underlying EBIT Net finance costs Income tax expense Non-controlling interests Share of net income from associates and joint ventures (before special items and remeasurements) Special items and remeasurements Special items and remeasurements tax Share of net income/(loss) from associates and joint ventures 2016 435 (44) (123) 3 271 1 6 278 2015 (6) (5) 104 233 109 435 2015 185 (40) (100) 3 48 (226) (43) (221) Other non-cash expenses/(income) In addition to depreciation and amortisation, other non-cash expenses/(income) include equity settled share-based payment charges and amounts in respect of provisions, excluding amounts recorded within special items. Significant other non-cash expenses/(income) included within underlying EBIT are as follows: US$ million De Beers Platinum Copper Nickel Niobium and Phosphates Iron Ore and Manganese Coal Corporate and other 2016 83 70 82 15 3 65 113 77 508 2015 (1) 30 69 (10) 24 62 125 72 371 Capital employed by segment Capital employed is the principal measure of segment assets and liabilities reported to the Group Management Committee. Capital employed is defined as net assets excluding net debt and financial asset investments. Capital employed Attributable capital employed(1) US$ million De Beers Platinum Copper Nickel Niobium and Phosphates Iron Ore and Manganese Coal Corporate and other Capital employed Reconciliation to Consolidated balance sheet: Net debt Debit valuation adjustment attributable to derivatives hedging net debt(2) Financial asset investments Net assets 2016 7,481 3,796 4,189 2,003 – 6,435 3,420 (335) 26,989 2015 7,402 3,726 4,176 1,968 834 5,756 3,978 (71) 27,769 2016 8,725 4,457 6,073 2,003 – 7,472 3,509 (335) 31,904 (8,487) 73 835 24,325 2015 8,642 4,392 6,332 1,968 834 6,666 4,079 (71) 32,842 (12,901) 555 846 21,342 (1) Attributable capital employed is capital employed attributable to equity shareholders of the Company, and therefore excludes the portion of capital employed attributable to non-controlling interests in operations where the Group has control but does not hold 100% of the equity. Joint operations, associates and joint ventures are included in their proportionate interest and in line with appropriate accounting treatment. (2) See note 18 for details of the debit valuation adjustment. 124 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED INCOME STATEMENT 3. SEGMENTAL INFORMATION continued Product analysis Group revenue by product US$ million Diamonds Platinum Palladium Rhodium Copper Nickel Niobium Phosphates Iron ore Manganese ore and alloys Metallurgical coal Thermal coal Heavy building materials Other Geographical analysis Group revenue by destination The Group’s geographical analysis of segment revenue, allocated based on the country in which the customer is located, is as follows: US$ million South Africa Other Africa Brazil Chile Other South America North America Australia China India Japan Other Asia United Kingdom (Anglo American plc’s country of domicile) Other Europe Non-current assets by location US$ million South Africa Botswana Other Africa Brazil Chile Other South America North America Australia and Asia United Kingdom (Anglo American plc's country of domicile) Other Europe Non-current assets by location Unallocated assets Total non-current assets Intangible assets and property, plant and equipment 2016 9,554 4,266 1,019 5,674 6,089 1,106 784 2,078 1,263 103 31,936 2015 8,714 4,247 938 6,361 6,481 955 688 3,237 1,278 116 33,015 2016 6,064 2,498 967 215 2,946 694 137 358 2,611 625 2,243 3,024 – 760 23,142 2016 1,630 1,604 679 481 12 572 164 4,784 2,756 2,131 3,813 1,341 3,175 23,142 2015 4,660 2,720 1,159 309 3,495 450 111 433 2,610 514 1,832 3,068 921 721 23,003 2015 1,764 982 745 500 12 855 214 4,662 2,421 2,325 3,199 2,220 3,104 23,003 (1) Total non-current assets 2015 9,449 4,247 943 6,455 6,481 1,846 690 3,568 1,320 137 35,136 3,080 38,216 2016 10,488 4,266 1,025 5,804 6,089 1,915 787 2,451 1,321 125 34,271 3,429 37,700 (1) Total non-current assets by location primarily comprise Intangible assets, Property, plant and equipment, Environmental rehabilitation trusts and Investments in associates and joint ventures. Anglo American plc Annual Report 2016 125 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED INCOME STATEMENT 4. OPERATING PROFIT/(LOSS) FROM SUBSIDIARIES AND JOINT OPERATIONS US$ million Revenue Cost of sales Operating special items (note 6) Gross profit/(loss) Selling and distribution costs Administrative expenses Net other operating costs Operating profit/(loss) Operating profit/(loss) is stated after charging: Depreciation of property, plant and equipment Amortisation of intangible assets Rentals under operating leases Research and development expenditure Employee costs (note 26) Provisional pricing adjustment(2) Royalties(3) Exploration expenditure Evaluation expenditure 2016 21,378 (15,400) (1,632) 4,346 (1,249) (1,220) (211) 1,666 2015 20,455 (15,507) (5,972) (1,024) (1,464) (1,476)(1) (148)(1) (4,112) (2,096) (42) (67) (63) (3,336) 893 (377) (107) (105) (2,337) (44) (123) (83) (3,955) (578) (264) (154) (145) (1) Certain balances have been reclassified between administrative expenses and net other operating costs better to reflect the nature of the expense. (2) Provisionally priced adjustments to sales contracts resulted in a total (realised and unrealised) gain in revenue of $904 million (2015: $610 million loss in revenue). Of this, $21 million relates to realised gains (2015: $79 million realised losses) for sales outstanding at 31 December 2015 that were settled in 2016, $584 million relates to realised gains (2015: $390 million realised losses) for sales entered into and settled in 2016, and $299 million relates to unrealised gains (2015: $141 million unrealised losses) for sales outstanding at 31 December 2016. In addition, provisionally priced purchase contracts resulted in operating losses of $11 million (2015: gains of $32 million). (3) Excludes those royalties which meet the definition of income tax on profit and accordingly have been accounted for as taxes. Exploration and evaluation expenditure See note 39j for the Group’s accounting policy on exploration and evaluation expenditure. The Group’s analysis of exploration and evaluation expenditure recognised in the Consolidated income statement is as follows: US$ million By commodity/product Diamonds Platinum group metals Copper Nickel Niobium Phosphates Iron ore Metallurgical coal Thermal coal Central exploration activities Exploration expenditure(1) Evaluation expenditure(2) 2016 29 6 32 7 – – 10 1 1 21 107 2015 34 7 41 9 – 4 13 7 4 35 154 2016 19 2 45 3 – 1 13 11 11 – 105 2015 29 6 69 4 1 1 11 14 10 – 145 (1) Exploration for Mineral Resources other than that occurring at existing operations and projects. (2) Evaluation of Mineral Resources relating to projects in the conceptual or pre-feasibility stage or further evaluation of Mineral Resources at existing operations. 126 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED INCOME STATEMENT 5. UNDERLYING EBIT AND UNDERLYING EARNINGS BY SEGMENT The disclosures in this note include certain Alternative Performance Measures (APMs). For more information on the APMs used by the Group, including definitions, please refer to page 188. The following table analyses underlying EBIT (including the Group’s attributable share of associates’ and joint ventures’ underlying EBIT) by segment and reconciles it to underlying earnings by segment. US$ million De Beers Platinum(1) Copper Nickel Niobium and Phosphates(2) Iron Ore and Manganese Coal Corporate and other US$ million De Beers Platinum(1) Copper Nickel Niobium and Phosphates(2) Iron Ore and Manganese Coal Corporate and other Underlying EBIT Operating special items and remeasurements EBIT after special items and remeasurements Net finance costs and income tax expense Non-controlling interests Underlying earnings 2016 1,019 185 261 (15) 79 1,275 1,112 (150) 3,766 111 20 200 (2) – (40) 1,370 5 1,664 908 165 61 (13) 79 1,315 (258) (155) 2,102 (242) (101) (9) (42) (1) (304) (183) (236) (1,118) (110) (19) 102 – – (405) (16) 10 (438) 667 65 354 (57) 78 566 913 (376) 2,210 2015 Underlying EBIT Operating special items and remeasurements EBIT after special items and remeasurements Net finance costs and income tax expense Non-controlling interests Underlying earnings 571 263 228 (22) 119 671 457 (64) 2,223 709 788 282 2 (1) 3,314 1,235 47 6,376 (138) (525) (54) (24) 120 (2,643) (778) (111) (4,153) (274) (56) (120) 3 (71) (323) (158) (34) (1,033) (39) (39) (41) – – (250) (7) 13 (363) 258 168 67 (19) 48 98 292 (85) 827 (1) Anglo American Platinum Limited has restated its results to correct certain computational errors affecting results reported in prior periods. These errors are not considered material to the Group and consequently they have been corrected in the current year in the Group financial statements. See note 3 for further details. (2) Niobium and Phosphates was sold on 30 September 2016 (see note 30). Anglo American plc Annual Report 2016 127 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED INCOME STATEMENT 6. SPECIAL ITEMS AND REMEASUREMENTS Special Items Special items are those items of financial performance that, due to their size and nature, the Group believes should be separately disclosed on the face of the income statement. These items, along with related tax and non-controlling interest, are excluded from underlying earnings, which is an Alternative Performance Measure (APM). For more information on the APMs used by the Group, including definitions, please refer to page 188. • Operating special items are those that relate to the operating performance of the Group and principally include impairment charges and restructuring costs. • Non-operating special items are those that relate to changes in the Group’s asset portfolio. This category principally includes profits and losses on disposal of businesses and investments or closure of operations, adjustments relating to business combinations, and adjustments relating to former operations of the Group, such as changes in the measurement of deferred consideration receivable or provisions recognised on disposal or closure of operations in prior periods. This category also includes charges relating to Black Economic Empowerment (BEE) transactions. • Financing special items are those that relate to financing activities and include realised gains and losses on early repayment of borrowings, and the unwinding of the discount on material provisions previously recognised as special items. Remeasurements Remeasurements are items that are excluded from underlying earnings in order to reverse timing differences in the recognition of gains and losses in the income statement in relation to transactions that, whilst economically linked, are subject to different accounting measurement or recognition criteria. Remeasurements include mark-to-market movements on derivatives that are economic hedges of transactions not yet recorded in the financial statements, in order to ensure that the overall economic impact of such transactions is reflected within the Group’s underlying earnings in the period in which they occur. When the underlying transaction is recorded in the income statement, the realised gains or losses are reversed from remeasurements and are recorded in underlying earnings. If the underlying transaction is recorded in the balance sheet, for example capital expenditure, the realised amount remains in remeasurements on settlement of the derivative. • Operating remeasurements include unrealised gains and losses on derivatives relating to revenue, operating profit or capital expenditure transactions. They also include the fair value gain or loss, and its subsequent reversal through depreciation and amortisation, arising on revaluation of a previously held equity interest in a business combination. • Financing remeasurements include unrealised gains and losses on financial assets and liabilities that represent economic hedges, including accounting hedges, related to financing arrangements. • Tax remeasurements include foreign exchange impacts arising in US dollar functional currency entities where tax calculations are generated based on local currency financial information and hence deferred tax is susceptible to currency fluctuations. US$ million Impairments Restructuring costs Operating special items Operating remeasurements Operating special items and remeasurements Disposals of businesses and investments Adjustments relating to business combinations Charges relating to BEE transactions Adjustments relating to former operations Non-operating special items Financing special items and remeasurements Special items and remeasurements before tax and non-controlling interests One-off tax charges Tax remeasurements Total special items and remeasurements excluding associates and joint ventures Share of associates’ and joint ventures’ special items and remeasurements(1) Total special items and remeasurements Before tax (1,512) (120) (1,632) (33) (1,665) 1,157 121 (63) (12) 1,203 (314) (776) – – (776) Non- controlling interests 60 13 73 (9) 64 9 (15) 16 – 10 – 74 35 – 109 Tax 98 17 115 17 132 (84) (24) 11 15 (82) (4) 46 (76) 74 44 2016 2015 Net (1,354) (90) (1,444) (25) (1,469) 1,082 82 (36) 3 1,131 (318) (656) (41) 74 (623) 7 (616) Net (4,894) (106) (5,000) (125) (5,125) (997) – (15) (51) (1,063) 668 (5,520) (770) 108 (6,182) (269) (6,451) (1) Relates to the Coal and Iron Ore and Manganese segments (2015: Iron Ore and Manganese, Coal and Platinum segments). Operating special items Impairments Coal Moranbah North and Grosvenor are adjacent longwall metallurgical coal operations in Queensland, Australia, sharing infrastructure and processing facilities. The two operations are assessed for impairment as a single cash generating unit (CGU). In the first half of 2016 the Group’s expectations for long-term metallurgical coal prices were revised downward. Consequently, an impairment of $1,248 million ($1,248 million after tax) against the value of the operations was reported in the Group’s 2016 interim results, based on a recoverable amount of $1.6 billion at 30 June 2016. The valuation was based on the fair value less costs of disposal of the CGU, measured using discounted cash flow projections (see note 1). The valuation is sensitive to changes in assumptions about future metallurgical coal prices, which are subject to a high level of estimation uncertainty. For example, a $5/tonne change in the long-term price forecast for hard coking coal, with all other valuation assumptions remaining the same, would change the valuation by $0.2 billion. The valuation also incorporates assumptions about future production at Grosvenor, which is still ramping up and has encountered challenging geological conditions in the latter part of 2016. Changes in these assumptions could result in further impairments or impairment reversals. Other coal impairments of $64 million ($46 million after tax) relate to assets in Coal South Africa that are no longer expected to provide future economic benefits due to changes in the Life of Mine Plans across the export portfolio during the year. El Soldado An impairment charge of $200 million ($120 million after tax) has been recorded in relation to El Soldado (Copper) which is no longer expected to provide future economic benefits as a result of licensing uncertainty following changes made to sequencing in response to low prices during 2016. 128 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED INCOME STATEMENT 6. SPECIAL ITEMS AND REMEASUREMENTS continued Minas-Rio The Minas-Rio iron ore project (Minas-Rio) (Iron Ore and Manganese) in Brazil was acquired in two separate transactions in 2007 and 2008. Prior to 2016, impairment charges totalling $11.3 billion (before tax) were recorded against the carrying value of Minas-Rio. The valuation was reassessed as at 31 December 2016 and the recoverable amount was considered to be in line with the carrying value of $4.3 billion. The valuation remains sensitive to economic and operational factors that provide both upside and downside risk, including price and the scheduling of required permits and licences. For example, a $5/tonne change in the long-term price forecast for iron ore, with all other valuation assumptions remaining the same, would change the valuation by $0.7 billion. Sishen The Sishen iron ore mine is located in the Northern Cape Province in South Africa. In the year ended 31 December 2015 the operation was impaired by $514 million based on a recoverable amount of $1.3 billion. The valuation was reassessed as at 31 December 2016 and the recoverable amount was considered to be in line with the carrying value of $1.4 billion. The valuation remains sensitive to economic and operational assumptions, particularly price. For example, a $5/tonne change in the long-term price forecast for iron ore, with all other valuation assumptions remaining the same, would change the valuation by $0.3 billion. Restructuring costs Restructuring costs of $120 million (before tax) relate to organisational changes as part of the Driving Value programme. The programme has incurred costs between 2014 and 2016 and constitutes a single strategic restructuring to effect permanent change to the Group’s organisational structure. Restructuring costs in 2015 were $148 million ($106 million after tax and non-controlling interests). 2015 In 2015 operating special items principally related to impairments of Minas-Rio, Coal assets, Platinum assets, Snap Lake, Sishen and El Soldado. Total pre-tax impairments were $5,824 million ($4,894 million after tax and non-controlling interests). Operating remeasurements Operating remeasurements reflect a net loss of $33 million ($25 million after tax and non-controlling interests) which principally relates to a $101 million depreciation and amortisation charge arising due to the fair value uplift on the Group’s pre-existing 45% shareholding in De Beers, which was required on acquisition of a controlling stake, and gains on derivatives of $68 million mostly related to economic hedges of capital expenditure in Iron Ore Brazil. In 2015 operating remeasurements reflected a net loss before tax of $178 million ($125 million after tax and non-controlling interests). Non-operating special items Disposals of businesses and investments The gain on disposal of $1,157 million principally comprises net gains on disposal of subsidiaries and joint operations of $977 million, which relate to the disposals of Callide (gain of $564 million), Niobium and Phosphates (gain of $460 million), Rustenburg (loss of $121 million), Foxleigh (gain of $42 million) and Morupule (gain of $32 million). Further details of disposals are provided in note 30. In addition, a net gain of $180 million ($145 million after tax) realised on disposal of the Group’s 9.7% interest in Exxaro Resources Limited (Exxaro) on 1 December 2016 for net proceeds of $215 million. Adjustments relating to business combinations Contingent liabilities that were required to be recognised at fair value on acquisition of De Beers in 2012, have been derecognised as the legal proceedings in respect of these matters have been closed. This has resulted in a pre-tax gain of $121 million ($82 million after tax and non-controlling interests). Charges relating to BEE transactions Charges relating to BEE transactions of $63 million ($36 million after tax and non-controlling interests) include a charge of $24 million relating to the repurchase by De Beers of shares in Ponahalo Holdings Limited awarded to certain employees and their dependants as part of DBCM’s 2006 empowerment transaction, and a charge of $39 million relating to the Kumba Envision Trust, which was Kumba’s broad based employee share scheme provided solely for the benefit of non-managerial Historically Disadvantaged South African employees who did not participate in other Kumba share schemes. Adjustments relating to former operations The net loss of $12 million includes amounts contributed to the Q(h)ubeka Trust pursuant to the agreement reached in March 2016 by Anglo American South Africa (AASA) and AngloGold Ashanti which resolved fully and finally 4,400 stand-alone silicosis claims. The settlement was reached without admission of liability by AASA or AngloGold Ashanti. 2015 Non-operating special items in 2015 principally relate to the write-down to fair value of Rustenburg, the loss on disposal of Anglo American Norte S.A. and the loss on disposal of interests in Tarmac businesses. The total charge was $1,278 million ($1,063 million after tax and non-controlling interests). Financing special items and remeasurements Financing special items and remeasurements reflect a net loss of $314 million (2015: net gain of $615 million) and $318 million after tax and non-controlling interests (2015: net gain of $668 million after tax and non-controlling interests). Financing special items and remeasurements principally comprise a net fair value loss of $389 million on derivatives hedging net debt and a net gain of $120 million resulting from the bond buybacks completed in the year. Of the fair value losses on derivatives, a loss of $482 million relates to the reduction in the debit valuation adjustment on derivatives hedging net debt. This adjustment is incorporated into the valuation of these derivatives to reflect the impact on the fair value of Anglo American’s own credit quality. The loss principally reflects the reduction in Anglo American’s observed credit spreads since 31 December 2015. Tax associated with special items and remeasurements Total tax relating to subsidiaries and joint operations amounts to a credit of $44 million (2015: credit of $47 million). This includes one-off tax charges of $76 million (2015: charges of $829 million), tax credits on special items and remeasurements of $46 million (2015: credits of $769 million) and tax remeasurement credits of $74 million (2015: credits of $107 million). Of the total tax credit of $44 million, $129 million relates to a current tax charge (2015: charge of $55 million) and $173 million relates to a deferred tax credit (2015: credit of $102 million). Anglo American plc Annual Report 2016 129 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED INCOME STATEMENT 7. NET FINANCE (COSTS)/INCOME See note 39b for the Group’s accounting policy on borrowing costs. Net finance (costs)/income are presented net of hedges for respective interest bearing and foreign currency borrowings. The weighted average capitalisation rate applied to qualifying capital expenditure was 3.20% (2015: 2.90%). US$ million Investment income Interest income from cash and cash equivalents Interest income from associates and joint ventures Other interest income Net interest income on defined benefit arrangements Dividend income from financial asset investments Less: interest income capitalised Total investment income(1) Interest expense Interest and other finance expense Net interest cost on defined benefit arrangements Unwinding of discount relating to provisions and other liabilities Less: interest expense capitalised Total interest expense(1) Other net financing gains/(losses) Net foreign exchange gains/(losses) Other net fair value gains Total other net financing gains/(losses) Net finance costs before special items and remeasurements Special items and remeasurements (note 6) Net finance (costs)/income 2016 2015 78 50 43 20 5 196 (10) 186 (711) (44) (111) (866) 376 (490) 84 11 95 (209) (314) (523) 92 39 30 12 9 182 (10) 172 (706) (54) (96) (856) 367 (489) (180) 39 (141) (458) 615 157 (1) Interest income recognised at amortised cost is $131 million (2015: $136 million) and interest expense recognised at amortised cost is $237 million (2015: $247 million). 130 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED INCOME STATEMENT 8. INCOME TAX EXPENSE See note 39c for the Group’s accounting policy on tax. The disclosures in this note include certain Alternative Performance Measures (APMs). For more information on the APMs used by the Group, including definitions, please refer to page 188. a) Analysis of charge for the year US$ million United Kingdom tax South Africa tax Other overseas tax Prior year adjustments Current tax(1) Deferred tax Income tax expense before special items and remeasurements Special items and remeasurements tax (note 6) Income tax expense 2016 26 433 101 (176) 384 358 742 (44) 698 2015 (11) 214 338 (58) 483 (48) 435 (47) 388 (1) Includes royalties which meet the definition of income tax and are in addition to royalties recorded in operating costs. b) Factors affecting tax charge for the year The effective tax rate for the year of 26.6% (2015: (7.1%)) is higher (2015: lower) than the applicable weighted average statutory rate of corporation tax in the United Kingdom of 20% (2015: 20.25%). The reconciling items, excluding the impact of associates and joint ventures, are: US$ million Profit/(loss) before tax Less: share of net (income)/loss from associates and joint ventures Profit/(loss) before tax (excluding associates and joint ventures) Tax on profit/(loss) (excluding associates and joint ventures) calculated at United Kingdom corporation tax rate of 20% (2015: 20.25%) Tax effects of: Items non-taxable/deductible for tax purposes Exploration expenditure Non-(taxable)/deductible net foreign exchange (gains)/losses Non-taxable net interest income Other non-deductible expenses Other non-taxable income Temporary difference adjustments Current year losses not recognised Recognition of losses not previously recognised Utilisation of losses not previously recognised Write-off of losses previously recognised Adjustment in deferred tax due to change in tax rate Other temporary differences Special items and remeasurements(2) Other adjustments Dividend withholding taxes Effect of differences between local and United Kingdom tax rates Prior year adjustments to current tax(1) Other adjustments Income tax expense 2016 2,624 (278) 2,346 469 2015 (5,454) 221 (5,233) (1,060) 9 (17) (13) 38 (11) 91 (15) (70) 1 (9) 345(1) 15 15 (29) 144 (92) 12 (18) (13) 29 (2) 13 111 1,333 (118) 56 (176) 7 698 52 46 (58) 1 388 (1) Included within other temporary differences is an amount of $306 million in respect of enhanced tax depreciation in Chile. This is partially offset by an amount included within prior year adjustments of $200 million. (2) The special items and remeasurements reconciling item of $111 million (2015: $1,333 million) relates to the net tax impact of total special items and remeasurements before tax calculated at the United Kingdom corporation tax rate less the associated tax recorded against these items, one-off tax charges and tax remeasurements. See note 6 for further details of the tax amounts included within special items and remeasurements. IAS 1 requires income from associates and joint ventures to be presented net of tax on the face of the income statement. Associates’ and joint ventures’ tax is therefore excluded from the Group’s income tax expense. Associates’ and joint ventures’ tax included within ‘Share of net income/(loss) from associates and joint ventures’ for the year ended 31 December 2016 is a charge of $117 million (2015: charge of $143 million). Excluding special items and remeasurements this becomes a charge of $123 million (2015: charge of $100 million). The underlying effective tax rate was 24.6% for the year ended 31 December 2016. This is lower than the equivalent underlying effective tax rate of 31.0% for the year ended 31 December 2015. The decreased rate in 2016 was due to a benefit received in relation to the reassessment of withholding tax provisions, and the utilisation of losses and other tax attributes not previously recognised, partially offset by the impact of enhanced tax depreciation and other prior year adjustments. In future periods it is expected that the underlying effective tax rate will remain above the United Kingdom statutory tax rate. Anglo American plc Annual Report 2016 131 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED INCOME STATEMENT 8. INCOME TAX EXPENSE continued Calculation of effective tax rate (statutory basis) Adjusted for: Operating special items Operating remeasurements Non-operating special items Financing special items and remeasurements One-off tax charges Tax remeasurements Share of associates' and joint ventures' special items and remeasurements Associates' and joint ventures' tax and non-controlling interests Calculation of underlying effective tax rate The underlying effective tax rate is favourably/(unfavourably) affected by the following significant items: Reassessment of withholding tax provisions primarily in respect of Chile Enhanced tax depreciation in Chile Utilisation of tax losses and similar tax attributes not previously recognised primarily in Australia Other items including prior year adjustments Underlying effective tax rate excluding the above significant items Profit before tax US$ million 2,624 Tax (charge)/ credit US$ million (698) 2016 Effective tax rate 26.6% 1,632 33 (1,203) 314 – – (7) 120 3,513 (115) (17) 82 4 76 (74) – (123) (865) 24.6% 4.7% (2.5)% 3.9% (0.7)% 30.0% c) Tax amounts included in other comprehensive income An analysis of tax by individual item presented in the Consolidated statement of comprehensive income is presented below: US$ million Tax credit/(charge) on items recognised directly in equity that will not be reclassified to the income statement Remeasurement of net retirement benefit obligation 2016 2015 35 (30) Tax (charge)/credit on items recognised directly in equity that may subsequently be reclassified to the income statement Net exchange differences on translation of foreign operations Net (gain)/loss on revaluation of available for sale investments Net gain on cash flow hedges Tax credit/(charge) on items transferred from equity Transferred to income statement: disposal of available for sale investments Transferred to income statement: cash flow hedges – (25) – 10 35 (2) 33 35 33 (5) 33 – – – d) Tax amounts recognised directly in equity Deferred tax of $110 million has been credited directly to equity in 2016 in relation to the disposal of a 25.4% interest in Anglo American Sur S.A. in 2012 as a consequence of the reassessment of withholding tax provisions in Chile (2015: nil). 9. EARNINGS PER SHARE The disclosures in this note include certain Alternative Performance Measures (APMs). For more information on the APMs used by the Group, including definitions, please refer to page 188. US$ Earnings per share Basic Diluted Headline earnings per share Basic Diluted Underlying earnings per share Basic Diluted 2016 2015 1.24 1.23 1.47 1.46 1.72 1.70 (4.36) (4.36) 0.29 0.29 0.64 0.64 Basic and diluted earnings per share are shown based on headline earnings, a Johannesburg Stock Exchange (JSE) defined performance measure, and underlying earnings. Basic and diluted number of ordinary shares outstanding represent the weighted average for the year. The average number of ordinary shares in issue excludes shares held by employee benefit trusts and Anglo American plc shares held by Group companies. 132 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED INCOME STATEMENT 9. EARNINGS PER SHARE continued The calculation of basic and diluted earnings per share is based on the following data: Earnings/(loss) (US$ million) Basic and diluted earnings/(loss) Number of shares (million) Basic number of ordinary shares outstanding Effect of dilutive potential ordinary shares: Share options and awards Diluted number of ordinary shares outstanding Profit/(loss) attributable to equity shareholders of the Company Headline earnings Underlying earnings 2016 2015 2016 1,594 (5,624) 1,896 2015 369 2016 2,210 2015 827 1,288 1,289 1,288 1,289 1,288 1,289 12 1,300 – 1,289 12 1,300 3 1,292 12 1,300 3 1,292 Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue on the assumption of conversion of all potentially dilutive ordinary shares. In the year ended 31 December 2016, there were 274,815 share options which were potentially dilutive but not included in the calculation of diluted earnings because they were anti-dilutive. In the year ended 31 December 2015, the Group disclosed a basic loss per share and consequently all 12,855,264 potential ordinary shares were anti-dilutive and excluded from the calculation of diluted earnings per share. 8,996,586 potential shares were excluded from the calculation of diluted headline earnings per share and diluted underlying earnings per share as they were anti-dilutive. The calculation of basic and diluted earnings per share, based on headline and underlying earnings, uses the following earnings data: US$ million Profit/(loss) for the financial year attributable to equity shareholders of the Company Operating special items net of tax and non-controlling interests Non-operating special items net of tax and non-controlling interests Headline earnings for the financial year Operating special items(1) Operating remeasurements Non-operating special items(2) Financing special items and remeasurements One-off tax charges Special items and remeasurements tax Non-controlling interests on special items and remeasurements Underlying earnings for the financial year 2016 1,594 1,378 (1,076) 1,896 102 33 (77) 314 76 (96) (38) 2,210 2015 (5,624) 4,997 996 369 299 178 97 (615) 829 (217) (113) 827 (1) Includes restructuring costs. (2) Principally relates to BEE transactions (De Beers and Kumba Envision Trust) (2015: Kumba Envision Trust) and adjustments related to a previous business combination (De Beers). 10. DIVIDENDS No dividends were paid during the year (2015: $1,078 million). No final dividend is proposed in respect of the financial year ended 31 December 2016 (2015: nil). Dividends payable are as follows: US$ million Final ordinary dividend for 2015 – Nil per ordinary share (2014: 53 US cents per ordinary share) Interim ordinary dividend for 2016 – Nil per ordinary share (2015: 32 US cents per ordinary share) The employee benefit trust has waived the right to receive dividends on the shares it holds (see note 32). 2016 – – – 2015 680 398 1,078 Anglo American plc Annual Report 2016 133 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED BALANCE SHEET 11. INTANGIBLE ASSETS See notes 39d, 39e and 39i for the Group’s accounting policies on intangible assets. US$ million Net book value At 1 January Additions Amortisation charge for the year Impairments(2) Disposals(3) Remeasurements Currency movements At 31 December Cost Accumulated amortisation 2016 2015 Brands, contracts and other intangibles(1) 1,224 12 (61) – (2) – 30 1,203 1,521 (318) Goodwill Total 2,170 – – – (224) 17 51 2,014 2,014 – 3,394 12 (61) – (226) 17 81 3,217 3,535 (318) Brands, contracts and other intangibles(1) 1,359 10 (64) – – – (81) 1,224 1,481 (257) Goodwill Total 2,553 – – (93) – – (290) 2,170 2,170 – 3,912 10 (64) (93) – – (371) 3,394 3,651 (257) (1) Includes brands, contracts and other intangibles of $1,172 million (2015: $1,185 million) relating to De Beers, principally comprising assets that were recognised at fair value on acquisition of a controlling interest in De Beers in August 2012. Of these, $517 million (2015: $517 million) have indefinite useful lives. (2) 2015 includes goodwill impairment of $52 million allocated to Snap Lake (De Beers) and $41 million allocated to Rustenburg (Platinum). (3) Relates to the disposal of the Niobium business (see note 30). Impairment tests for goodwill See note 39f for the Group’s accounting policy on impairment of goodwill. Goodwill is allocated for impairment testing purposes to cash generating units (CGUs) or groups of CGUs which reflect how it is monitored for internal management purposes. This allocation largely represents the Group’s segments. The allocation of goodwill to CGUs or groups of CGUs is as follows: US$ million De Beers Platinum Copper Coal South Africa Other 2016 1,604 189 124 88 9 2,014 2015 1,553 189 124 88 216 2,170 For the purposes of goodwill impairment testing, the recoverable amount of each of the CGUs or group of CGUs has been determined based on a fair value less costs of disposal basis. The key assumptions used in determining fair value less costs of disposal are set out in note 1. Management believes that any reasonably possible change in a key assumption on which the recoverable amounts are based would not cause the carrying amounts to exceed their recoverable amounts. 12. PROPERTY, PLANT AND EQUIPMENT See notes 39g to 39j for the Group’s accounting policies on property, plant and equipment. US$ million Net book value At 1 January Additions Depreciation charge for the year(2) Net impairments and losses on assets transferred to held for sale Disposal of assets Disposal of businesses and transferred to held for sale(4) Reclassifications Currency movements At 31 December Cost Accumulated depreciation Mining properties and leases Land and buildings(1) Plant and equipment Capital works in progress 2016 Total Mining properties and leases Land and buildings(1) Plant and equipment Capital works in progress 2015 Total 8,973 285 2,771 6 8,930 27 8,947 2,350 29,621 2,668 13,018 568 3,067 25 11,115 160 11,275 3,846 38,475 4,599 (829) (166) (1,233) – (2,228) (921) (150) (1,421) – (2,492) (444) (2) (251) (5) (740) (33) (62) (6) (1,497) (46) (2,104) – (166) (5) (1,018) (18) (2,699) (5) (5,987)(3) (28) (62) 1,094 605 9,620 22,655 (278) 463 142 2,682 4,395 (562) 2,072 353 8,814 20,153 (155) (3,629) 158 7,603 13,297 (1,057) – 1,258 28,719 60,500 (63) 714 (2,239) 8,973 21,859 (9) 380 (371) 2,771 4,199 (294) 1,602 (1,196) 8,930 19,321 (60) (2,696) (714) 8,947 14,520 (426) – (4,520) 29,621 59,899 (13,035) (1,713) (11,339) (5,694) (31,781) (12,886) (1,428) (10,391) (5,573) (30,278) (1) Net book value principally comprises freehold land and buildings. (2) Includes $2,096 million (2015: $2,337 million) of depreciation within operating profit, $85 million (2015: $82 million) of depreciation arising due to the fair value uplift on the pre-existing 45% shareholding in De Beers which has been included within operating remeasurements (see note 6), and $47 million (2015: $73 million) of pre-commercial production depreciation which has been capitalised. (3) 2015 includes $684 million for the write-down of Rustenburg, which was recorded in non-operating special items. For information on the significant impairments recorded in the year see note 6. (4) 2016 includes $79 million for the disposal of Callide, $782 million for the disposal of Niobium and Phosphates businesses and $173 million for the disposal of Rustenburg (see note 30). 2015 includes $412 million for the transfer and subsequent disposal of Anglo American Norte (see note 30). Included in additions is $366 million (2015: $357 million) of net interest expense incurred on borrowings funding the construction of qualifying assets which has been capitalised during the year. 134 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED BALANCE SHEET 13. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES See note 39k for the Group’s accounting policy on associates and joint arrangements, which includes joint ventures. Details of principal associates and joint ventures are set out in note 37. US$ million At 1 January Share of net income/(loss) from associates and joint ventures Dividends received Investment in equity and capitalised loans Return of capital and repayment of loans Reclassification Impairments and losses on assets transferred to held for sale Transferred to assets held for sale Other movements Currency movements At 31 December Associates 1,374 148 (139) 34 (58) – (19) – – 31 1,371 Joint ventures 443 130 (28) 17 (4) – – – 36 9 603 2016 Total 1,817 278 (167) 51 (62) – (19) – 36 40 1,974 Associates 2,681 14 (81) 77 (67) (812)(1) (271)(2) – – (167) 1,374 Joint ventures 1,695 (235) (243) 3 – 812(1) (71) (1,547) 45 (16) 443 2015 Total 4,376 (221) (324) 80 (67) – (342) (1,547) 45 (183) 1,817 (1) 2015 reclassification relates to the Group's interest in Samancor (Iron Ore and Manganese). Samancor has been accounted for as a joint venture since March 2015, following amendments to the agreement that governs the Group's interests in Samancor which resulted in the Group acquiring joint control over the business (previously accounted for as an associate). (2) 2015 includes $93 million relating to the impairment of the Group’s interest in Bokoni and $178 million for the Group’s interest in Bafokeng-Rasimone Platinum Mine. The Group’s total investments in associates and joint ventures comprise: US$ million Equity Loans(1) Associates 1,266 105 1,371 Joint ventures 435 168 603 2016 Total 1,701 273 1,974 Associates 1,233 141 1,374 Joint ventures 294 149 443 2015 Total 1,527 290 1,817 (1) The Group’s total investments in associates and joint ventures include long-term loans which in substance form part of the Group’s net investment. These loans are not repayable in the foreseeable future. None of the Group’s associates or joint ventures are considered to be individually material to the Group, and therefore the Group’s share of the financial information of associates and joint ventures is disclosed on an aggregated basis. US$ million Non-current assets Current assets Current liabilities Non-current liabilities Net assets as at 31 December 2016 Net assets as at 31 December 2015 US$ million Revenue Share of net income/(loss) from associates and joint ventures Total comprehensive income/(expense) Associates 1,070 148 148 Joint ventures 694 130 130 2016 Total 1,764 278 278 Segmental information is provided in aggregate for associates and joint ventures in the table below. US$ million De Beers Platinum Iron Ore and Manganese Coal Corporate and other Associates 1,474 422 (221) (304) 1,371 1,374 Associates 1,208 14 14 Joint ventures 925 528 (388) (462) 603 443 Joint ventures 1,340 (235) (235) Total 2,399 950 (609) (766) 1,974 1,817 2015 Total 2,548 (221) (221) Aggregate investment 2016 50 289 559 1,055 21 1,974 2015 44 251 391 1,096 35 1,817 Anglo American plc Annual Report 2016 135 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED BALANCE SHEET 14. FINANCIAL ASSET INVESTMENTS See notes 39l and 39m for the Group’s accounting policies on financial asset investments. US$ million At 1 January Additions Interest receivable Net loans (repaid)/granted Impairments Movements in fair value Disposals Currency movements At 31 December (1) (2) Includes $119 million relating to the impairment of loans to Atlatsa and Atlatsa Holdings. Includes $218 million relating to the disposal of Exxaro (see note 6). 15. INVENTORIES See note 39q for the Group’s accounting policy on inventories. US$ million Raw materials and consumables Work in progress Finished products Loans and receivables 662 – 47 (61) (16) – (27) 96 701 Available for sale investments 184 3 – – – 147 (233)(2) 33 134 2016 Total 846 3 47 (61) (16) 147 (260) 129 835 Loans and receivables 761 – 43 216 (130)(1) (7) – (221) 662 Available for sale investments 505 1 – – – (236) – (86) 184 2015 Total 1,266 1 43 216 (130) (243) – (307) 846 2016 882 1,220 1,625 3,727 2015 952 1,076 2,023 4,051 The cost of inventories recognised as an expense and included in cost of sales amounted to $14,006 million (2015: $13,945 million). Inventories held at net realisable value amounted to $641 million (2015: $1,048 million). The write-down of inventories (net of revaluation of provisionally priced purchases) amounted to $96 million (2015: $121 million). 16. TRADE AND OTHER RECEIVABLES Trade receivables do not incur any interest, are principally short term in nature and are measured at their nominal value (with the exception of receivables relating to provisionally priced sales, as set out in the revenue recognition accounting policy, see note 39a), net of appropriate provision for estimated irrecoverable amounts. Such provisions are raised based on an assessment of debtor ageing, past experience or known customer circumstances. US$ million Trade receivables Tax receivables Prepayments and accrued income Other receivables Due within one year 1,570 316 154 192 2,232 Due after one year 158 294 37 323 812 2016 Total 1,728 610 191 515 3,044 Due within one year 1,355 271 105 252 1,983 Due after one year 135 238 23 143 539 2015 Total 1,490 509 128 395 2,522 Of the year end trade receivables balance, $29 million (2015: $55 million) were past due at 31 December, stated after an associated impairment provision of $13 million (2015: $18 million). The overdue debtor ageing profile is typical of the industry in which certain of the Group’s businesses operate. Given this, the use of payment security instruments (including letters of credit from acceptable financial institutions), and the nature of the related counterparties, these amounts are considered recoverable. The historical level of customer default is minimal and as a result the credit quality of year end trade receivables is considered to be high. 17. TRADE AND OTHER PAYABLES Trade payables are not interest bearing and are measured at their nominal value (with the exception of payables relating to provisionally priced commodity purchases which are marked to market using the appropriate forward price) until settled. US$ million Trade payables Accruals Deferred income(1) Tax and social security Other payables(2) (1) (2) Includes nil (2015: $26 million) deferred income recorded within non-current liabilities. Includes $116 million (2015: nil) other payables within non-current liabilities. 136 Anglo American plc Annual Report 2016 2016 1,700 815 166 54 765 3,500 2015 1,610 741 46 71 311 2,779 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED BALANCE SHEET 18. FINANCIAL INSTRUMENTS See notes 39l, 39m and 39n for the Group’s accounting policies on financial asset investments, impairment of financial assets, derivative financial instruments and hedge accounting. The carrying amounts of financial assets and liabilities are as shown below. Where the carrying amount of a financial asset or liability does not approximate its fair value, this is also disclosed. For financial assets and liabilities which are traded on an active market, such as listed investments or listed debt instruments, fair value is determined by reference to market value. For non-traded financial assets and liabilities, fair value is calculated using discounted cash flows, considered to be reasonable and consistent with those that would be used by a market participant, and based on observable market data where available, unless carrying value is considered to approximate fair value. All derivatives that have been designated into hedge relationships have been separately disclosed. US$ million Financial assets Trade and other receivables(1) Derivative financial assets Cash and cash equivalents Financial asset investments Financial liabilities Trade and other payables(1) Derivative financial liabilities Borrowings(2) Net financial (liabilities)/assets US$ million Financial assets Trade and other receivables(1) Derivative financial assets Cash and cash equivalents Financial asset investments Financial liabilities Trade and other payables(1) Derivative financial liabilities Borrowings(2) Net financial (liabilities)/assets At fair value through profit and loss Loans and receivables Available for sale Designated into hedges Financial liabilities at amortised cost 1,090 110 – – 1,200 (591) (1,865) – (2,456) (1,256) 1,199 – 6,051 701 7,951 – – – – 7,951 – – – 134 134 – – – – 134 – 483 – – 483 – (10) (12,337) (12,347) (11,864) – – – – – (2,689) – (832) (3,521) (3,521) At fair value through profit and loss Loans and receivables Available for sale Designated into hedges Financial liabilities at amortised cost 632 672 – – 1,304 (225) (2,439) – (2,664) (1,360) 1,253 – 6,895 662 8,810 – – – – 8,810 – – – 184 184 – – – – 184 – 477 – – 477 – (24) (14,800) (14,824) (14,347) – – – – – (2,437) – (3,167) (5,604) (5,604) 2016 Total 2,289 593 6,051 835 9,768 (3,280) (1,875) (13,169) (18,324) (8,556) 2015 Total 1,885 1,149 6,895 846 10,775 (2,662) (2,463) (17,967) (23,092) (12,317) (1) Trade and other receivables exclude prepayments and tax receivables. Trade and other payables exclude tax and social security and deferred income. (2) Borrowings designated in fair value hedges represent listed debt which is held at amortised cost, adjusted for the fair value of the hedged interest rate risk. The fair value of these borrowings is $12,405 million (2015: $10,898 million), which is measured using quoted indicative broker prices and consequently categorised as level 2 in the fair value hierarchy. The carrying value of the remaining borrowings at amortised cost of $832 million, principally comprising bank borrowings, is considered to approximate the fair value. At 31 December 2015 the fair value of borrowings at amortised cost of $3,167 million, principally comprising bank borrowings, was $2,463 million. The difference between the carrying value and the fair value primarily reflected the debit valuation adjustment of Anglo American’s own credit quality based on observed credit spreads at 31 December 2015. Anglo American plc Annual Report 2016 137 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED BALANCE SHEET 18. FINANCIAL INSTRUMENTS continued Fair value hierarchy An analysis of financial assets and liabilities carried at fair value is set out below: US$ million Financial assets At fair value through profit and loss Provisionally priced trade receivables Other receivables Derivatives hedging net debt Other derivatives Designated into hedges Derivatives hedging net debt Available for sale investments Financial asset investments Financial liabilities At fair value through profit and loss Provisionally priced trade payables Other payables Derivatives hedging net debt Other derivatives Designated into hedges Derivatives hedging net debt Other derivatives Debit valuation adjustment to derivative liabilities(4) Net assets/(liabilities) carried at fair value Level 1(1) Level 2(2) Level 3(3) Level 1(1) Level 2(2) Level 3(3) 2016 Total 877 213 10 100 483 – – – 9 – 562 – 628 18 477 134 1,817 162 171 – 1,685 (466) (125) (1,852) (86) (10) – – – – – – – – (125) 145 73 (2,466) (649) – – 171 (225) – (2,207) (63) (17) (7) 386 (2,133) (448) – 213 – – – 57 270 – (125) – – – – – – – 6 – 877 – 10 94 483 77 83 – 1,464 – – – (21) – – – (21) 62 (466) – (1,852) (65) (10) – 73 (2,320) (856) 2015 Total 562 70 645 27 477 184 1,965 (225) – (2,943) (63) (17) (7) 567 (2,688) (723) – 70 17 – – 22 109 – – (736) – – – 181 (555) (446) (1) Valued using unadjusted quoted prices in active markets for identical financial instruments. This category includes listed equity shares. (2) (3) Instruments in this category are valued using valuation techniques where all of the inputs that have a significant effect on the valuation are directly or indirectly based on observable market data. Instruments in this category have been valued using a valuation technique where at least one input (which could have a significant effect on the instrument’s valuation) is not based on observable market data. Where inputs can be observed from market data without undue cost and effort, the observed input is used. Otherwise, management determines a reasonable estimate for the input. This category includes deferred contingent consideration. (4) The debit valuation adjustment is recorded to reflect in the fair value of financial liabilities the effect of Anglo American’s own credit quality based on observed credit spreads. This adjustment is calculated in total for each counterparty based on the net expected exposure. In many cases this includes exposures on a number of different types of derivative instruments. Consequently the impact of this adjustment has been presented as a separate item within the analysis of derivatives above. Based on an allocation weighted by exposure to each category of instrument, $73 million (2015: $555 million) is attributable to derivatives hedging net debt and nil (2015: $12 million) relates to other derivatives. Financial assets and liabilities included within level 3 primarily consist of contingent proceeds and receivables relating to disposals and unlisted equity investments. The movements in the fair value of the level 3 financial assets and liabilities are shown as follows: US$ million At 1 January Net (loss)/profit recorded in the income statement(1) Net profit/(loss) recorded in the statement of comprehensive income Additions Settlement Currency movements At 31 December (1) This is principally recorded in special items and remeasurements. 2016 109 (3) 31 131 – 2 270 Assets 2015 207 (75) (15) – – (8) 109 2016 (555) 39 – (136) 526 1 (125) Liabilities 2015 (499) (90) – – 34 – (555) For the level 3 financial assets and liabilities, changing certain estimated inputs to reasonably possible alternative assumptions does not change the fair value significantly. 138 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED BALANCE SHEET 19. DERIVATIVES See note 39n for the Group’s accounting policy on derivatives. The fair values of derivatives are separately recorded on the Consolidated balance sheet within ‘Derivative financial assets’ and ‘Derivative financial liabilities’. Derivatives are classified as current or non-current depending on the contracted maturity of the derivative. The Group utilises derivative instruments to manage certain market risk exposures. The Group does not use derivative financial instruments for speculative purposes, however it may choose not to designate certain derivatives as hedges for accounting purposes. Such derivatives are classified as ‘Held for trading’ and fair value movements are recorded in the Consolidated income statement. The use of derivative instruments is subject to limits and the positions are regularly monitored and reported to senior management. Cash flow hedges In certain cases the Group classifies its forward foreign currency contracts, which hedge highly probable forecast transactions, as cash flow hedges. Where this designation is documented, changes in fair value are recognised in equity until the hedged transactions occur, at which time the respective gains or losses are transferred to the Consolidated income statement (or hedged balance sheet item). Fair value hedges The majority of interest rate swaps (taken out to swap the Group’s fixed rate borrowings to floating rate, in accordance with the Group’s policy) have been designated as fair value hedges. The carrying value of the hedged debt is adjusted at each balance sheet date to reflect the impact on its fair value of changes in market interest rates. Changes in the fair value of the hedged debt are offset against fair value changes in the interest rate swap and recognised in the Consolidated income statement as financing remeasurements. Held for trading The Group may choose not to designate certain derivatives as hedges. This may occur where the Group is economically hedged but IAS 39 hedge accounting cannot be achieved or where gains and losses on both the derivative and hedged item naturally offset in the Consolidated income statement, as is the case for certain cross currency swaps of non-US dollar debt. Fair value changes on these derivatives are recognised in the Consolidated income statement as remeasurements or within underlying earnings in accordance with the policy set out in note 6. The fair value of the Group’s open derivative positions at 31 December (excluding normal purchase and sale contracts held off balance sheet), recorded within ‘Derivative financial assets’ and ‘Derivative financial liabilities’, is as follows: US$ million Derivatives hedging net debt Fair value hedge(1) Interest rate swaps Held for trading Forward foreign currency contracts Cross currency swaps Debit valuation adjustment to derivative liabilities(2) Other derivatives(3) Total derivatives Asset 9 10 – – 19 90 109 2016 Liability – (9) (178) 1 (186) (86) (272) Asset 23 628 14 – 665 24 689 Current 2015 Liability Asset 2016 Liability Non-current 2015 Liability Asset – 474 (10) 454 (18) (10) (430) 19 (421) (56) (477) – – – 474 10 484 – (1,665) 72 (1,603) – (1,603) – 3 – 457 3 460 – (2,502) 536 (1,984) (2) (1,986) (1) Recognised in the Consolidated income statement is a loss on fair value hedged items of $98 million (2015: $143 million), offset by a gain on fair value hedging instruments of $106 million (2015: $146 million). (2) Relates to cross currency swaps (see note 18). (3) Other derivatives primarily relate to forward foreign currency contracts hedging capital expenditure, forward commodity contracts and other commodity contracts that are accounted for as ‘Held for trading’. These marked to market valuations are not predictive of the future value of the hedged position, nor of the future impact on the profit of the Group. The valuations represent the cost of closing all hedge contracts at 31 December, at market prices and rates available at the time. The Group is exposed in varying degrees to a variety of financial instrument related risks. For more information about these risks and the ways in which the Group manages them see notes 24 and 38. Anglo American plc Annual Report 2016 139 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED BALANCE SHEET 20. PROVISIONS FOR LIABILITIES AND CHARGES See note 39r for the Group’s accounting policy on environmental restoration and decommissioning obligations. US$ million At 1 January 2016 Charged to the income statement Capitalised Unwinding of discount Amounts applied Unused amounts reversed Disposal of business Currency movements At 31 December 2016 Current Non-current Environmental restoration Decommissioning Employee benefits Onerous contracts (1,049) (147) (10) (63) 43 16 94 (92) (1,208) (114) (1,094) (543) – (22) (33) 1 41 56 (38) (538) (10) (528) (325) (209) (3) (2) 163 10 34 (18) (350) (316) (34) (572) (49) – (45) 54 17 525 (17) (87) (18) (69) Other (696) (223) (38) (10) 210 173 255 (28) (357) (163) (194) Total (3,185) (628) (73) (153) 471 257 964 (193) (2,540) (621) (1,919) Environmental restoration The Group has an obligation to undertake restoration, rehabilitation and environmental work when environmental disturbance is caused by the development or ongoing production of a mining property. A provision is recognised for the present value of such costs, based on management’s best estimate of the legal and constructive obligations incurred. Changes in legislation could result in changes in provisions recognised. It is anticipated that the majority of these costs will be incurred over a period in excess of 20 years. Decommissioning Provision is made for the present value of costs relating to the decommissioning of plant or other site restoration work. It is anticipated that the majority of these costs will be incurred over a period in excess of 20 years. The pre-tax, real discount rates that have been used in calculating the environmental restoration and decommissioning liabilities as at 31 December 2016 and 31 December 2015, in the principal currencies in which these liabilities are denominated, are as follows: US dollar: 2.1%; South African rand: 4%; Australian dollar: 3%; Chilean peso: 3%; and Brazilian real: 6%. Employee benefits Provision is made for statutory or contractual employee entitlements including long service leave, annual leave, sickness pay and similar obligations. It is anticipated that these costs will be incurred when employees choose to take their benefits. Onerous contracts Provision is made for the present value of certain long-term contracts where the unavoidable cost of meeting the Group’s obligations is expected to exceed the benefits to be received. It is anticipated that these costs will be incurred over a period of up to nine years. Other Other provisions primarily relate to restructuring costs, indemnities, legal and other claims. It is anticipated that the majority of these costs will be incurred over a period of up to five years. Environmental rehabilitation trusts The Group makes contributions to controlled funds that were established to meet the cost of some of its restoration and environmental rehabilitation liabilities, primarily in South Africa. The funds comprise the following investments: US$ million Equity Bonds Cash 2016 135 153 65 353 2015 115 121 54 290 These assets are primarily denominated in South African rand. Cash is held in short term fixed deposits or earns interest at floating inter-bank rates. Bonds earn interest at a weighted average fixed rate of 8.0% (2015: 8.1%) for an average period of three years (2015: four years). Equity investments are recorded at fair value through profit and loss and bonds are recorded at amortised cost. These funds are not available for the general purposes of the Group. All income from these assets is reinvested to meet specific environmental obligations. These obligations are included in provisions stated above. 140 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED BALANCE SHEET 21. DEFERRED TAX See note 39c for the Group’s accounting policy on tax. The movement in net deferred tax liabilities during the year is as follows: US$ million At 1 January (Charged)/credited to the income statement(1) Credited to the statement of comprehensive income Credited directly to equity Disposal of business Currency movements At 31 December Comprising: Deferred tax assets Deferred tax liabilities 2016 (2,339) (185) 43 110 38 (174) (2,507) 1,013 (3,520) 2015 (3,147) 150 33 – (72) 697 (2,339) 914 (3,253) (1) This includes one-off tax charges of nil (2015: charge of $788 million relating to the write-off of deferred tax), a credit of $74 million (2015: credit of $107 million) relating to deferred tax remeasurements and a credit of $99 million (2015: credit of $783 million) relating to deferred tax on special items (see note 6). The amount of deferred tax recognised in the Consolidated balance sheet is as follows: US$ million Deferred tax assets Tax losses Post employment benefits Share-based payments Enhanced tax depreciation Other temporary differences(1) Deferred tax liabilities Capital allowances in excess of depreciation Fair value adjustments Tax losses Derivatives Provisions Withholding tax Other temporary differences(2) 2016 596 31 15 128 243 1,013 (2,642) (775) 27 – 324 (237) (217) (3,520) 2015 534 31 10 121 218 914 (2,080) (689) 24 2 278 (510) (278) (3,253) (1) The deferred tax asset on other temporary differences of $243 million arises primarily as a result of currency movements in deferred tax in US dollar functional currency entities whose tax computations are generated based on local currency financial information. This is partially offset by an amount related to capital allowances in excess of depreciation. (2) The deferred tax liability on other temporary differences of $217 million arises primarily in relation to deferred stripping costs, partially offset by an amount related to post-employment benefits. The amount of deferred tax (charged)/credited to the Consolidated income statement is as follows: US$ million Capital allowances in excess of depreciation Fair value adjustments Tax losses Derivatives Provisions Withholding tax Other temporary differences 2016 (384) (25) (48) (24) 22 163 111 (185) The Group has the following balances in respect of which no deferred tax asset has been recognised: US$ million Expiry date Greater than one year, less than five years Greater than five years No expiry date Tax losses – revenue Tax losses – capital Other temporary differences 575 – 2,784 3,359 – – 1,051 1,051 – 3,186 3,363 6,549 2016 Total 575 3,186 7,198 10,959 Tax losses – revenue 334 239 5,580 6,153 Tax losses – capital Other temporary differences – – 806 806 – 3,398 1,547 4,945 2015 123 (243) (54) 87 (163) 58 342 150 2015 Total 334 3,637 7,933 11,904 No deferred tax has been recognised in respect of temporary differences associated with investments in subsidiaries, branches, associates and interests in joint arrangements where the Group is in a position to control the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the foreseeable future. The aggregate amount of temporary differences associated with such investments in subsidiaries, branches, associates and interests in joint arrangements is represented by the contribution of those investments to the Group’s retained earnings and amounted to $17,804 million (2015: $15,103 million). Anglo American plc Annual Report 2016 141 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS CASH FLOW STATEMENT, NET DEBT AND RELATED NOTES 22. CAPITAL EXPENDITURE The disclosures in this note include certain Alternative Performance Measures (APMs). For more information on the APMs used by the Group, including definitions, please refer to page 188. Capital expenditure by segment US$ million De Beers Platinum Copper Nickel Niobium and Phosphates(1) Iron Ore and Manganese Coal Corporate and other Capital expenditure(2) Reconciliation to Consolidated cash flow statement: Cash flows from derivatives related to capital expenditure Proceeds from disposal of property, plant and equipment Direct funding for capital expenditure received from non-controlling interests Expenditure on property, plant and equipment 2016 526 314 563 62 26 269 613 14 2,387 (22) 23 30 2,418 2015 697 366 659 26 50 1,422 941 16 4,177 (200) 30 46 4,053 (1) Niobium and Phosphates was sold on 30 September 2016 (see note 30). (2) Capital expenditure includes capitalised operating cash flows generated by operations that have not yet reached commercial production. Nickel includes net capitalised operating cash inflows of nil (2015: net inflows of $180 million) relating to Barro Alto, which reached commercial production in October 2015. Niobium and Phosphates includes net capitalised operating cash inflows of $32 million (2015: net inflows of $10 million) relating to Boa Vista Fresh Rock, which reached commercial production in March 2016. Iron Ore and Manganese includes net capitalised operating cash inflows of $108 million (2015: net outflows of $338 million) relating to Minas-Rio. Capital expenditure by category US$ million Expansionary(1) Stay-in-business Stripping and development Proceeds from disposal of property, plant and equipment 2016 817 1,042 551 (23) 2,387 2015 2,083 1,384 740 (30) 4,177 (1) The expansionary category includes the cash flows from derivatives related to capital expenditure and is net of direct funding for capital expenditure received from non-controlling interests. 142 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS CASH FLOW STATEMENT, NET DEBT AND RELATED NOTES 23. NET DEBT See note 39o for the Group’s accounting policy on cash and debt. The disclosures in this note include certain Alternative Performance Measures (APMs). For more information on the APMs used by the Group, including definitions, please refer to page 188. a) Reconciliation to the Consolidated balance sheet US$ million Balance sheet Balance sheet – disposal groups Bank overdrafts Net cash/(debt) classifications b) Movement in net debt US$ million At 1 January 2015 Cash flow Reclassifications Movement in fair value Other non-cash movements Currency movements At 31 December 2015 Cash flow Reclassifications Movement in fair value Other non-cash movements Currency movements At 31 December 2016 Cash and cash equivalents Short term borrowings 2016 6,051 – (7) 6,044 2015 6,895 9 (15) 6,889 2016 (1,806) – 7 (1,799) 2015 (1,649) – 15 (1,634) Medium and long term borrowings 2016 (11,363) 2015 (16,318) – – – – (11,363) (16,318) Cash and cash equivalents 6,747 416 – – – (274) 6,889 (906) – – – 61 6,044 Short term borrowings Medium and long term borrowings Net debt excluding derivatives (1,617) 1,404 (1,616) (9) (2) 206 (1,634) 1,834 (1,977) 19 (12) (29) (1,799) (16,917) (2,736) 1,616 151 (45) 1,613 (16,318) 2,685 1,977 79 59 155 (11,363) (11,787) (916) – 142 (47) 1,545 (11,063) 3,613 – 98 47 187 (7,118) Derivatives hedging net debt(1) (1,084) 170 – (924) – – (1,838) 414 – 55 – – (1,369) Net debt including derivatives (12,871) (746) – (782) (47) 1,545 (12,901) 4,027 – 153 47 187 (8,487) (1) Derivatives hedging net debt represents the mark-to-market valuation of such derivatives before taking into account the effect of debit valuation adjustments which reduce the valuation of derivative liabilities hedging net debt by $73 million (2015: $555 million). Further details on this adjustment are provided in note 18. c) Net (debt)/cash by segment The Group’s policy is to hold the majority of its cash and borrowings at the corporate centre. Business units may from time to time raise borrowings in connection with specific capital projects, and subsidiaries with non-controlling interests have borrowings which are without recourse to the Group. Other than the impact of South African exchange controls (see 23d below), there are no significant restrictions over the Group’s ability to access these cash balances or repay these borrowings. Net (debt)/cash by segment is stated after elimination of inter-segment balances. US$ million De Beers Platinum Copper Nickel Niobium and Phosphates(1) Iron Ore and Manganese Coal Corporate and other Net debt including derivatives 2016 (112) 83 1,354 63 – (83) 572 (10,364) (8,487) 2015 (109) (176) 820 (138) 123 (2,370) 260 (11,311) (12,901) (1) Niobium and Phosphates was sold on 30 September 2016 (see note 30). d) South Africa net cash/(debt) The Group operates in South Africa where the existence of exchange controls may restrict the use of certain cash balances. The Group therefore monitors the cash and debt associated with these operations separately. These restrictions are not expected to have a material effect on the Group’s ability to meet its ongoing obligations. Below is a breakdown of net cash/(debt) in South Africa. US$ million Cash and cash equivalents Short term borrowings Medium and long term borrowings Net cash/(debt) excluding derivatives Derivatives hedging net debt Net cash/(debt) including derivatives 2016 2,749 (61) (1,130) 1,558 – 1,558 2015 1,419 (49) (1,471) (101) (4) (105) Anglo American plc Annual Report 2016 143 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS CASH FLOW STATEMENT, NET DEBT AND RELATED NOTES 24. BORROWINGS See note 39o for the Group’s accounting policy on bank borrowings. The Group accesses borrowings mostly in capital markets through bonds issued under the Euro Medium Term Note (EMTN) programme, the South African Domestic Medium Term Note (DMTN) programme, the Australian Medium Term Note (AMTN) programme and through accessing the US bond markets. The Group uses interest rate and cross currency swaps to ensure that the majority of the Group’s borrowings are floating rate US dollar denominated. In March 2016, the Group completed a bond buyback transaction consisting of Euro, Sterling and US dollar denominated bonds with maturities from December 2016 to September 2018. The Group used $1.7 billion of cash to retire $1.83 billion of contractual repayment obligations (including derivatives hedging the bonds). An analysis of borrowings, as presented on the Consolidated balance sheet, is set out below: Short term borrowings Medium and long term borrowings Total borrowings 2016 Contractual repayment at hedged rates Short term borrowings Medium and long term borrowings Total borrowings 2015 Contractual repayment at hedged rates US$ million Secured Bank loans and overdrafts(1) Obligations under finance leases Unsecured Bank loans and overdrafts Bonds issued under EMTN programme 4.375% €581m bond due December 2016(2) 1.75% €594m bond due November 2017(3) 1.75% €538m bond due April 2018(3) 6.875% £267m bond due May 2018(3) 2.5% €482m bond due September 2018(3) 1.028% JPY10,000m bond due December 2018 2.75% €750m bond due June 2019 1.5% €600m bond due April 2020 2.875% €600m bond due November 2020 2.5% €750m bond due April 2021 3.5% €750m bond due March 2022 3.25% €750m bond due April 2023 US bonds LIBOR+0.95% $500m bond due April 2016 2.625% $452m bond due April 2017(3) 2.625% $635m bond due September 2017(3) 9.375% $750m bond due April 2019 3.625% $850m bond due May 2020 4.45% $500m bond due September 2020 4.125% $500m bond due April 2021 4.125% $600m bond due September 2022 4.875% $650m bond due May 2025 Bonds issued under AMTN programme 5.75% AUD500m bond due November 2018 Bonds issued under DMTN programme JIBAR+0.5% R200m bond due March 2016 JIBAR+1.38% R600m bond due March 2017 9.27% R1,400m bond due March 2019 9.49% R650m bond due April 2021 JIBAR+1.47% R400m bond due April 2021 Other loans Total borrowings 13 8 21 12 – 633 – – – – – – – – – – – 453 633 – – – – – – – 48 53 101 457 – – 574 348 521 86 823 638 669 830 884 857 – – – 781 841 515 504 586 640 371 61 61 122 469 – 633 574 348 521 86 823 638 669 830 884 857 – 453 633 781 841 515 504 586 640 371 61 61 122 469 – 799 741 529 616 97 941 659 807 977 992 1,033 – 452 635 750 850 500 500 600 650 470 9 7 16 270 839 – – – – – – – – – – – 500 – – – – – – – – – 10 53 63 19 60 79 19 60 79 1,961 2,231 2,979 – 995 829 644 841 83 854 651 688 849 908 868 – 602 744 795 842 522 508 588 644 379 839 995 829 644 841 83 854 651 688 849 908 868 500 602 744 795 842 522 508 588 644 379 1,122 1,211 1,033 793 959 97 941 659 807 977 992 1,033 500 600 750 750 850 500 500 600 650 470 13 39 91 42 26 279 20,263 20,342 – 44 – – – 10 1,785 1,806 – – 102 48 29 158 11,262 11,363 – 44 102 48 29 168 13,047 13,169 – 44 102 47 29 168 14,457 14,579 13 – – – – 11 1,633 1,649 – 39 87 40 26 268 16,255 16,318 13 39 87 40 26 279 17,888 17,967 (1) Assets with a book value of $123 million (2015: $91 million) have been pledged as security, of which $92 million (2015: $40 million) are property, plant and equipment, $31 million (2015: $49 million) are financial assets and nil (2015: $2 million) are inventories. Related to these assets are borrowings of $61 million (2015: $19 million). In March 2016, €169 million of outstanding value was repaid as part of the bond buyback transaction, the remaining €581 million was repaid on maturity. (2) (3) Outstanding value of bond shown subsequent to bond buyback transaction completed in March 2016. 144 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS CASH FLOW STATEMENT, NET DEBT AND RELATED NOTES 24. BORROWINGS continued Liquidity risk The Group ensures that there are sufficient committed loan facilities (including refinancing, where necessary) in order to meet short term business requirements, after taking into account cash flows from operations and its holding of cash and cash equivalents, as well as any Group distribution restrictions that exist. In addition, certain projects may be financed by means of limited recourse project finance, if appropriate. The expected undiscounted cash flows of the Group’s net debt related and other financial liabilities, by remaining contractual maturity, based on conditions existing at the balance sheet date are as follows: US$ million Amount due for repayment within one year Greater than one year, less than two years Greater than two years, less than three years Greater than three years, less than four years Greater than four years, less than five years Greater than five years Total due for repayment after more than one year Total US$ million Amount due for repayment within one year Greater than one year, less than two years Greater than two years, less than three years Greater than three years, less than four years Greater than four years, less than five years Greater than five years Total due for repayment after more than one year Total The Group had the following undrawn committed borrowing facilities at 31 December: US$ million Expiry date Within one year(1) Greater than one year, less than two years Greater than two years, less than three years Greater than three years, less than four years Greater than four years, less than five years Net debt related financial liabilities Expected future interest payments Derivatives hedging net debt (466) (460) (350) (268) (153) (252) (1,483) (1,949) (150) (556) (121) (180) (166) (374) (1,397) (1,547) Borrowings (1,801) (1,895) (1,686) (3,090) (1,460) (2,900) (11,031) (12,832) Net debt related financial liabilities Expected future interest payments Derivatives hedging net debt (702) (657) (587) (424) (286) (459) (2,413) (3,115) (232) (113) (544) (43) (101) (420) (1,221) (1,453) Borrowings (1,631) (2,617) (3,067) (1,871) (3,508) (4,853) (15,916) (17,547) 2016 Total (5,581) (2,942) (2,157) (3,538) (1,779) (3,830) (14,246) (19,827) 2015 Total (5,227) (3,387) (4,198) (2,338) (3,895) (5,732) (19,550) (24,777) Other financial liabilities (3,164) (31) – – – (304) (335) (3,499) Other financial liabilities (2,662) – – – – – – (2,662) 2016 2015 660 1,446 1,175 6,203 223 9,707 683 32 1,110 192 5,862 7,879 (1) Includes undrawn South African rand facilities equivalent to $0.5 billion (2015: $0.5 billion) in respect of facilities with a 364 day maturity which roll automatically on a daily basis, unless notice is served. In January 2017, the Group retired the $1.05 billion Club facility which was entered into in 2016 in the context of the bond buyback transaction. This facility was undrawn at 31 December 2016 and is included in the table above within ‘greater than one year, less than two years’. Capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and, with cognisance of forecast future market conditions and structuring, to maintain an optimal capital structure to enable the business to operate effectively. In order to manage the short and long term capital structure, the Group has a number of options including raising and refinancing debt, adjusting returns to equity shareholders, managing the allocation of capital and divesting non-core assets to reduce debt. The Group monitors capital using various financial metrics including the ratio of net debt to total capital (gearing). Net debt is calculated as total borrowings less cash and cash equivalents (including derivatives which provide an economic hedge of net debt). Total capital is calculated as ‘Net assets’ (as shown in the Consolidated balance sheet) excluding net debt. Total capital and gearing are as follows: US$ million Net assets Net debt including related derivatives (note 23) Total capital Gearing 2016 24,325 8,487 32,812 25.9% 2015 21,342 12,901 34,243 37.7% Gearing has decreased from 37.7% at 31 December 2015 to 25.9% at 31 December 2016 as net debt has decreased, offset by a decrease in total capital. Net debt decreased from $12.9 billion to $8.5 billion during the year, driven by operating cash inflows and proceeds from asset disposals. Anglo American plc Annual Report 2016 145 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS CASH FLOW STATEMENT, NET DEBT AND RELATED NOTES 24. BORROWINGS continued Market risk Market risk is the risk that financial instrument fair values and related cash flows will fluctuate due to changes in market prices. The Group manages interest rate risks and foreign exchange risks on borrowings and cash with the use of cross currency swaps and interest rate swaps in order to ensure that the majority of borrowings are floating rate US dollar denominated. The Group does not hedge foreign exchange exposures on rand denominated borrowings in South Africa. For more information regarding the Group’s financial risk management see note 38. The table below reflects the exposure of the Group’s net debt to currency and interest rate risk. US$ million US dollar Euro South African rand Brazilian real Australian dollar Sterling Other Impact of interest derivatives Total US$ million US dollar Euro South African rand Brazilian real Australian dollar Sterling Other Impact of interest derivatives Total Cash and cash equivalents 4,844 5 894 96 74 18 113 – 6,044 Cash and cash equivalents 6,239 6 116 238 148 18 124 – 6,889 Floating rate borrowings Fixed rate borrowings (168) – (594) – – – – (12,337) (13,099) (4,992) (6,429) (160) – (371) (348) (100) 12,337 (63) Floating rate borrowings Fixed rate borrowings (1,197) – (966) (793) – – (17) (14,800) (17,773) (5,400) (8,322) (136) – (379) (644) (98) 14,800 (179) Derivatives hedging net debt (1,369) – – – – – – – (1,369) Derivatives hedging net debt (1,835) – (3) – – – – – (1,838) Impact of currency derivatives (7,234) 6,429 – – 371 348 86 – – Impact of currency derivatives (10,221) 8,322 – 793 379 644 83 – – 2016 Total (8,919) 5 140 96 74 18 99 – (8,487) 2015 Total (12,414) 6 (989) 238 148 18 92 – (12,901) 25. COMMITMENTS See note 39x for the Group’s accounting policy on leases. A commitment is a contractual obligation to make a payment in the future which is not provided for in the balance sheet. The Group also has purchase obligations relating to take or pay agreements which are legally binding and enforceable. Capital commitments for subsidiaries and joint operations relating to the acquisition of property, plant and equipment are $1,317 million (2015: $1,168 million), of which 45% (2015: 82%) relate to expenditure to be incurred within the next year. The Group’s outstanding commitments relating to take or pay agreements are $14,398 million (2015: $14,928 million), of which 9% (2015: 8%) relate to expenditure to be incurred within the next year. At 31 December the Group’s total future minimum lease payments under non-cancellable operating leases are as follows: US$ million Within one year Greater than one year, less than two years Greater than two years, less than five years Greater than five years Operating leases relate principally to land and buildings, vehicles and mining equipment. 2016 92 50 48 22 212 2015 92 75 72 24 263 146 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS EMPLOYEE REMUNERATION 26. EMPLOYEE NUMBERS AND COSTS The average number of employees, excluding contractors and associates’ and joint ventures’ employees, and including a proportionate share of employees within joint operations by segment, was: Thousand De Beers Platinum Copper Nickel Niobium and Phosphates(1) Iron Ore and Manganese Coal Corporate and other 2016 9 45 4 2 2 7 10 1 80 2015 11 48 5 2 2 10 11 2 91 (1) Niobium and Phosphates was sold on 30 September 2016 (see note 30). The average number of employees, excluding contractors and associates’ and joint ventures’ employees, and including a proportionate share of employees within joint operations, by principal location of employment was: Thousand South Africa Other Africa South America North America Australia and Asia Europe Payroll costs in respect of the employees included in the tables above were: US$ million Wages and salaries Social security costs Post employment benefits(1) Share-based payments (note 28) Total payroll costs Reconciliation: Less: employee costs capitalised Less: employee costs included within special items Employee costs included in operating costs 2016 61 4 9 1 3 2 80 2016 3,107 110 285 236 3,738 (258) (144) 3,336 2015 69 4 10 2 4 2 91 2015 3,798 135 332 209 4,474 (319) (200) 3,955 (1) Includes contributions to defined contribution pension and medical plans, current and past service costs related to defined benefit pension and medical plans and other benefits provided to certain employees during retirement (see note 27). Key management Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including any director (executive and non-executive) of the Group. Key management comprises members of the Board and the Group Management Committee. Compensation for key management was as follows: US$ million Salaries and short term employee benefits Social security costs Termination benefits Post employment benefits Share-based payments 2016 19 3 5 3 17 47 2015 22 4 2 3 13 44 Disclosure of directors’ emoluments, pension entitlements, share options and long term incentive plan awards required by the Companies Act 2006 and those specified for audit by Regulation 11 and Schedule 8 of the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 are included in the Remuneration report. Anglo American plc Annual Report 2016 147 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS EMPLOYEE REMUNERATION 27. RETIREMENT BENEFITS See note 39t for the Group’s accounting policy on retirement benefits. The Group operates a number of defined contribution and defined benefit pension plans. It also operates post employment medical plans, principally in South Africa. Defined contribution plans The defined contribution pension and medical cost represents the actual contributions payable by the Group to the various plans. The assets of the defined contribution plans are held separately in independently administered funds. The charge in respect of these plans is calculated on the basis of the contribution payable by the Group in the financial year. The charge for the year for defined contribution pension plans (net of amounts capitalised and special items) was $180 million (2015: $221 million) and for defined contribution medical plans (net of amounts capitalised) was $64 million (2015: $73 million). Defined benefit pension plans and post employment medical plans The Group operates defined benefit pension and medical plans across a number of regions. The most significant plans are in South Africa and the United Kingdom. A summary of the movements in the net pension plan assets and retirement benefit obligations on the Consolidated balance sheet is as follows: US$ million Net liability recognised at 1 January Net income statement charge Remeasurement of net defined benefit obligation Employer contributions to funded pension plans Benefits paid to unfunded plans Disposal of business Other Currency movements Net liability recognised at 31 December Amounts recognised as: Defined benefit pension plans in surplus(1) Retirement benefit obligation – pension plans Retirement benefit obligation – medical plans (1) Included in ‘Other non-current assets’ on the Consolidated balance sheet. 2016 (361) (42) (214) 105 39 (2) (3) (30) (508) 270 (377) (401) (508) 2015 (889) (60) 290 118 24 41 12 103 (361) 306 (330) (337) (361) The majority of the defined benefit pension plans are funded. The assets of these plans are held separately from those of the Group, in independently administered funds, in accordance with statutory requirements or local practice in the relevant jurisdiction. The unfunded liabilities are principally in relation to termination indemnity plans in Chile. The post employment medical plans provide health benefits to retired employees and certain dependants. Eligibility for cover is dependent upon certain criteria. The majority of these plans are unfunded and are principally in South Africa. Independent qualified actuaries carry out full valuations at least every three years using the projected unit credit method. The actuaries have updated the valuations to 31 December 2016. Assumptions are set after consultation with the qualified actuaries. While management believes the assumptions used are appropriate, a change in the assumptions used would impact the Group’s other comprehensive income. Characteristics and risks of plans The defined benefit plans are exposed to risks such as longevity, investment risk, inflation risk, interest rate risk and foreign exchange risk. The weighted average duration of the South African plans is 11 years (2015: 11 years), United Kingdom plans is 19 years (2015: 18 years) and plans in other regions is 14 years (2015: 14 years). This represents the average period over which future benefit payments are expected to be made. Employer contributions are made in accordance with the terms of each plan and may vary from year to year. Employer contributions made to funded plans in the year ended 31 December 2016 were $105 million (2015: $118 million). In addition $39 million (2015: $24 million) of benefits were paid to unfunded plans and $21 million (2015: $23 million) of benefits were paid in relation to post employment medical plans. The Group expects to contribute $108 million to its pension plans and $25 million to its post employment medical plans in 2017. The responsibility for the governance of the funded retirement benefit plans, including investment and funding decisions, lies with the Trustees of each scheme. South Africa The pension plans in South Africa are in surplus, with the asset recognised on the Consolidated balance sheet restricted to the amount in the Employer Surplus Account, being plan assets less plan liabilities less any contingency reserves as recommended by the funds’ actuaries. The Employer Surplus Account is the amount that the Group is entitled to by way of refund. All pension plans in South Africa are closed to new members and the majority of plans are closed to future benefit accrual. As the plans are in surplus no employer contributions are currently being made. The Group’s provision of anti-retroviral therapy to HIV positive staff does not significantly impact the post employment medical plan liability. United Kingdom The Group operates funded pension plans in the United Kingdom. These plans are closed to new members and to the future accrual of benefits. Certain assets held by the main plans in the United Kingdom are structured to closely match the characteristics of the liabilities through a variety of investment strategies, including the use of interest rate hedging and inflation hedging to manage interest rate risk and inflation rate risk, respectively. The Group is committed to make payments to certain United Kingdom pension plans under deficit funding plans agreed with the respective Trustees. Where the present value of the agreed funding payments exceeds the liability in respect of the plans as measured under IFRS, and would therefore, when paid, give rise to a surplus as measured under IFRS, a provision is recognised for any part of that surplus that would not be recoverable. Any resulting surplus has been assessed to be fully recoverable and as such no provision has been recognised. 148 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS EMPLOYEE REMUNERATION 27. RETIREMENT BENEFITS continued Other Other pension and post employment medical plans primarily comprise obligations in Chile where legislation requires employers to provide for a termination indemnity, entitling employees to a cash payment made on the termination of an employment contract. The features of this provision meet the definition of a post employment benefit obligation and consequently an unfunded liability is recognised on the Consolidated balance sheet. Other plans are in Brazil, Canada and mainland Europe and consist of funded and unfunded pension plans and unfunded medical aid plans. These plans are not considered to be significant to the Group. Actuarial assumptions The principal assumptions used to determine the actuarial present value of benefit obligations and pension charges and credits are detailed below (shown as weighted averages): Defined benefit pension plans Average discount rate for plan liabilities Average rate of inflation Average rate of increase of pensions in payment Post employment medical plans Average discount rate for plan liabilities Average rate of inflation Expected average increase in healthcare costs South Africa United Kingdom 9.5% 7.0% 7.0% 9.4% 7.0% 8.8% 2.6% 3.3% 3.3% 2.6% 3.3% 7.8% 2016 Other 5.5% 3.3% 3.0% 6.9% 5.2% 8.0% South Africa United Kingdom 10.3% 7.9% 7.9% 10.3% 7.9% 9.6% 3.9% 3.1% 3.1% 3.9% 3.1% 7.8% 2015 Other 6.8% 3.6% 3.2% 9.1% 6.9% 9.1% Mortality assumptions are determined based on standard mortality tables with adjustments, as appropriate, to reflect experience of conditions locally. In  South Africa, the PA90 tables are used. The main plans in the United Kingdom use either CMI tables or Club Vita models with plan specific adjustments based on mortality investigations. The mortality tables used imply that a male or female aged 60 at the balance sheet date has the following future life expectancy (shown as weighted averages): Years South Africa United Kingdom Other 2016 19.9 28.1 21.9 Male 2015 19.8 28.2 22.8 2016 24.7 29.8 26.0 Female 2015 24.5 30.0 27.2 The table below summarises the expected life expectancy from the age of 60 for a male or female aged 45 at the balance sheet date. When viewed together with the respective life expectancy at age 60 in the table above this indicates the anticipated improvement in life expectancy (shown as weighted averages): Years South Africa United Kingdom Other 2016 19.9 29.9 23.9 Male 2015 19.8 29.6 25.1 2016 24.7 32.2 27.9 Female 2015 24.5 32.0 29.3 Sensitivity analysis Significant actuarial assumptions for the determination of pension and medical plan liabilities are the discount rate, inflation rate and mortality. The sensitivity analysis below has been provided by local actuaries on an approximate basis based on changes in the assumptions occurring at the end of the year, assuming that all other assumptions are held constant and the effect of interrelationships is excluded. The effect on plan liabilities is as follows: US$ million Discount rate – 0.5% decrease Inflation rate – pension plans – 0.5% increase Inflation rate – medical plans – 0.5% increase Life expectancy – increase by 1 year Income statement The amounts recognised in the Consolidated income statement are as follows: US$ million Charge to operating costs Net (credit)/charge to net finance costs(1) Total net charge to the income statement (1) Includes interest expense on surplus restriction of $16 million (2015: $13 million). South Africa United Kingdom (62) (41) (19) (58) (403) (166) – (163) Other (17) (11) (4) (3) Post employment medical plans 4 32 36 Pension plans 14 (8) 6 2016 Total 18 24 42 Post employment medical plans 4 33 37 Pension plans 14 9 23 2016 Total (482) (218) (23) (224) 2015 Total 18 42 60 Anglo American plc Annual Report 2016 149 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS EMPLOYEE REMUNERATION 27. RETIREMENT BENEFITS continued Comprehensive income The pre-tax amounts recognised in the Consolidated statement of comprehensive income are as follows: US$ million Return on plan assets, excluding interest income Actuarial (losses)/gains on plan liabilities(1) Movement in surplus restriction Remeasurement of net defined benefit obligation(2) Post employment medical plans – (10) – (10) Pension plans 627 (858) 27 (204) 2016 Total 627 (868) 27 (214) Post employment medical plans – 23 – 23 Pension plans (125) 401 (9) 267 2015 Total (125) 424 (9) 290 (1) Comprises (losses)/gains from changes in financial and demographic assumptions as well as experience on plan liabilities. (2) The tax amounts arising on remeasurement of net defined benefit obligations are disclosed in note 8c. Pension plan assets and liabilities by geography The split of the present value of funded and unfunded obligations in defined benefit pension plans and the fair value of pension assets at 31 December is as follows: US$ million Equity Corporate bonds Government bonds Cash Other Fair value of pension plan assets(1) Active members Deferred members Pensioners Present value of funded obligations Present value of unfunded obligations(2) Net surplus/(deficit) in pension plans Surplus restriction Recognised retirement benefit assets/(liabilities) Amounts in the Consolidated balance sheet Defined benefit pension plans in surplus Retirement benefit obligation – pension plans South Africa 400 267 510 54 – 1,231 (6) (11) (929) (946) – 285 (161) 124 124 – 124 United Kingdom 402 1,561 1,699 15 207 3,884 (198) (1,550) (2,179) (3,927) – (43) – 2016 Total 808 1,859 2,242 71 211 5,191 (220) (1,567) (3,174) (4,961) (176) 54 (161) Other 6 31 33 2 4 76 (16) (6) (66) (88) (176) (188) – (43) (188) (107) 146 (189) (43) – (188) (188) 270 (377) (107) South Africa 354 247 459 66 – 1,126 (7) (12) (827) (846) – 280 (156) 124 124 – 124 United Kingdom 857 1,356 1,378 51 199 3,841 (179) (1,401) (2,242) (3,822) – 19 – 19 182 (163) 19 2015 Total 1,220 1,636 1,872 118 205 5,051 (203) (1,418) (3,136) (4,757) (161) 133 (157) (24) 306 (330) (24) Other 9 33 35 1 6 84 (17) (5) (67) (89) (161) (166) (1) (167) – (167) (167) (1) The fair value of assets is used to determine the funding level of the plans. The fair value of the assets of the funded plans was sufficient to cover 105% (2015: 106%) of the benefits that had accrued to members after allowing for expected increases in future earnings and pensions. Includes $166 million (2015: $151 million) relating to active members. (2) All investments have been fair valued based on quoted market prices. Movement analysis The changes in the fair value of plan assets are as follows: US$ million At 1 January Effects of settlements Interest income(1) Return on plan assets, excluding interest income(1) Contributions paid by employer to funded pension plans Benefits paid(2) Disposal of business Other Currency movements At 31 December (1) The actual return on assets in respect of pension plans was $884 million (2015: $135 million). (2) Includes $6 million (2015: $10 million) of benefits paid to defined contribution plans. Post employment medical plans 13 – 1 – – (1) – – – 13 Pension plans 5,051 (25) 257 627 105 (230) (2) 4 (596) 5,191 2016 Total 5,064 (25) 258 627 105 (231) (2) 4 (596) 5,204 Post employment medical plans 14 – 1 – – (1) – – (1) 13 Pension plans 5,627 (6) 260 (125) 118 (243) – 5 (585) 5,051 2015 Total 5,641 (6) 261 (125) 118 (244) – 5 (586) 5,064 150 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS EMPLOYEE REMUNERATION 27. RETIREMENT BENEFITS continued The changes in the present value of defined benefit obligations are as follows: US$ million At 1 January Current service costs Effects of settlements Interest costs Actuarial (losses)/gains arising from changing financial assumptions Actuarial gains arising from changing demographic assumptions Actuarial gains/(losses) arising from experience adjustment Benefits paid Disposal of business Other Currency movements At 31 December Post employment medical plans (350) (4) – (33) (8) 1 (3) 22 – (3) (36) (414) Pension plans (4,918) (14) 25 (233) (917) 49 10 248 – (4) 617 (5,137) 2016 Total (5,268) (18) 25 (266) (925) 50 7 270 – (7) 581 (5,551) Post employment medical plans (472) (4) – (34) 18 – 5 23 – – 114 (350) Pension plans (5,876) (21) 6 (256) 221 40 140 257 41 (5) 535 (4,918) 2015 Total (6,348) (25) 6 (290) 239 40 145 280 41 (5) 649 (5,268) 28. SHARE-BASED PAYMENTS See note 39u for the Group’s accounting policy on share-based payments. During the year ended 31 December 2016 the Group had share-based payment arrangements with employees relating to shares of the Company, the details of which are described in the Remuneration report. All of these Company schemes, as well as any non-cyclical awards, are equity settled either by award of ordinary shares (BSP, LTIP, SIP and Non-cyclical) or award of options to acquire ordinary shares (SAYE). The total share-based payment charge relating to Anglo American plc shares for the year is split as follows: US$ million BSP LTIP Other schemes Share-based payment charge relating to Anglo American plc shares(1) 2016 100 49 12 161 2015 88 42 5 135 (1) In addition, there are equity settled share-based payment charges of $43 million (2015: $47 million) relating to Kumba Iron Ore Limited shares, $28 million (2015: $26 million) relating to Anglo American Platinum Limited shares and $2 million (2015: nil) of other equity settled share-based payment charges. Certain business units also operate cash settled employee share-based payment schemes. These schemes had a charge of $2 million (2015: $1 million). Schemes settled by award of ordinary shares The fair value of ordinary shares under the BSP, LTIP and LTIP-ROCE, being the more material schemes, was calculated using the Black Scholes model. The fair value of shares awarded under the LTIP-TSR scheme was calculated using the Monte Carlo model. The awards were granted on 04/03/16 (2015: 03/03/15) with a share price of £5.92 (2015: £12.05). These awards have a contractual life of three years and are conditional on three years continuous employment. The LTIP-ROCE and LTIP-TSR awards are conditional on a Group ROCE target and market based performance conditions, respectively, being achieved. The following assumptions were used in the valuation of the awards: expected volatility of 50% (2015: 35%) based on historic volatility over the last five years; risk free interest rate of 0.5% (2015: 0.9%) based on the yield on zero-coupon UK government bonds with a term similar to the expected life of the award; expected departures rate of 5% pa (2015: 5% pa); and a dividend yield of nil (2015: 2.1%). The awards granted during the year under these assumptions are summarised below: BSP LTIP LTIP-ROCE LTIP-TSR 2016 Fair value at date of grant (weighted average)(£) 5.92 5.92 5.92 4.12 2015 Fair value at date of grant (weighted average)(£) 12.05 12.05 12.05 5.30 Number of instruments⁽¹⁾ 5,560,276 2,792,470 827,674 827,674 Number of instruments⁽¹⁾ 11,369,105 6,997,155 2,213,836 2,213,836 (1) The number of instruments used in the fair value models may differ from the total number of instruments awarded in the year due to awards made subsequent to the fair value calculations. The fair value calculated per the assumptions above has been applied to the total number of awards. The difference in income statement charge is not considered significant. The charges arising in respect of the other Anglo American plc employee share schemes that the Group operated during the year are not considered material. Anglo American plc Annual Report 2016 151 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS GROUP STRUCTURE AND TRANSACTIONS 28. SHARE-BASED PAYMENTS continued The movements in the number of shares for the more significant share-based payment arrangements are as follows: Bonus Share Plan(1) Ordinary shares of 5486/91 US cents may be awarded under the terms of this scheme for no consideration. Number of awards Outstanding at 1 January Conditionally awarded in year Vested in year Forfeited or expired in year Outstanding at 31 December (1) Further information in respect of the BSP, including performance conditions, is shown in the Remuneration report. Long Term Incentive Plan(1) Ordinary shares of 5486/91 US cents may be awarded under the terms of this scheme for no consideration. Number of awards Outstanding at 1 January Conditionally awarded in year Vested in year Forfeited or expired in year Outstanding at 31 December 2015 2016 12,104,010 12,623,762 5,560,276 11,369,105 (4,413,116) (2,937,812) (2,196,826) (2,102,712) 17,382,925 12,623,762 2015 2016 6,131,998 8,558,889 4,447,817 11,424,827 (1,800,261) (1,313,835) (707,091) (1,371,677) 8,558,889 16,811,778 (1) The early vesting of share awards is permitted at the discretion of the Company upon, inter alia, termination of employment, ill health or death. The LTIP awards are contingent on pre-established performance criteria being met. Further information in respect of this scheme is shown in the Remuneration report. 29. ASSETS AND LIABILITIES HELD FOR SALE Assets classified as held for sale as at 31 December 2015 of $27 million and associated liabilities of $17 million principally relate to the Kimberley Mines (De Beers) in South Africa. The sale transaction was announced on 1 December 2015 and subsequently completed on 18 January 2016. 152 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS GROUP STRUCTURE AND TRANSACTIONS 30. DISPOSALS OF SUBSIDIARIES, JOINT VENTURES AND MINING OPERATIONS US$ million Intangible assets Property, plant and equipment Investments in joint ventures Other non-current assets Current assets Current liabilities Non-current liabilities Net (liabilities)/assets disposed Consideration Cash and cash equivalents disposed Retained liabilities and net costs of disposal Transaction costs and other adjustments Adjustments for non-cash items Net cash (outflow)/inflow Loss on transfer to held for sale Cumulative translation gain/(loss) recycled from reserves Net gain/(loss) on disposal(1) (1) Included in non-operating special items (see note 6). 2016 2015 Callide mine – 79 – 2 91 (98) (545) (471) Niobium and Phosphates businesses 226 782 – 54 358 (91) (283) 1,046 Rustenburg mine – 173 – – 10 (93) (53) 37 – (8) (29) – 16 (21) – 122 564 1,675 (144) – (46) 12 1,497 – (123) 460 160 – (230) (14) 79 (5) – – (121) Foxleigh mine – – – – 54 (18) (24) 12 46 (19) (43) – 23 7 – 51 42 Total – 412 1,539 73 316 (119) (114) 2,107 1,824 (82) – 25 (12) 1,755 (100) (101) (459) 2016 Callide mine On 31 October 2016, the Group completed the sale of Callide thermal coal mine in Queensland, Australia (Coal) resulting in a net cash outflow of $21 million. As a consequence of the disposal, the Group has derecognised a provision for onerous coal supply contracts of $525 million. A pre-tax gain on disposal of $564 million (post-tax $564 million) has been recorded within non-operating special items (see note 6). Niobium and Phosphates businesses On 30 September 2016, the Group completed the sale of the Niobium and Phosphates businesses. The Phosphates business consists of a mine, beneficiation plant, two chemical complexes and two further mineral deposits. The Niobium business consists of one mine and three processing facilities, two non- operating mines, two further mineral deposits and sales and marketing operations in the United Kingdom and Singapore. The total consideration comprised $1,500 million plus working capital and other adjustments of $175 million. A pre-tax gain on disposal of $460 million (post-tax $356 million) has been recorded within non-operating special items (see note 6). Rustenburg mine On 1 November 2016, Anglo American Platinum completed the sale of the Rustenburg mine (Platinum) which comprises the Bathopele, Siphumelele (including Khomanani), and Thembelani (including Khuseleka) mining operations, two concentrating plants, an on-site chrome recovery plant, the Western Limb Tailings Retreatment Plant, associated surface infrastructure and related assets and liabilities. The consideration comprises cash of R1.5 billion ($110 million) and deferred contingent consideration amounting to 35% of the business’s distributable free cash flow for six to eight years subject to a minimum nominal amount of R3.0 billion ($220 million). In addition, Anglo American Platinum must provide shortfall funding of up to R267 million ($20 million) per annum from the closing of the transaction to 31 December 2018 if Rustenburg generates negative free cash flows during this period. As part of the transaction, Platinum also assumed a liability to pay $210 million for in-process inventories from Rustenburg held at the date of disposal over a four-month period from completion. A pre-tax loss on disposal of $121 million (post-tax $66 million) has been recorded within non-operating special items (see note 6). Foxleigh mine On 29 August 2016, the Group completed the sale of its 70% interest in the Foxleigh metallurgical coal mine in Queensland, Australia (Coal) resulting in a net cash inflow of $7 million. A pre-tax gain on disposal of $42 million (post-tax $42 million) has been recorded within non-operating special items (see note 6). Other In addition, the Group received deferred consideration of $39 million in respect of disposals recognised in previous periods (Corporate and other), net cash inflows of $21 million on disposal of the Morupule mine in Botswana (De Beers) and net cash outflows of $3 million on other transactions, resulting in proceeds from disposal of subsidiaries and joint operations, net of cash disposed, of $1,535 million. 2015 Disposals in 2015 principally comprised the sale of the Group’s 50% ownership interest in Lafarge Tarmac (Corporate and other) and the sale of Anglo American Norte S.A. (AA Norte) (Copper). Anglo American plc Annual Report 2016 153 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS GROUP STRUCTURE AND TRANSACTIONS 31. NON-CONTROLLING INTERESTS Non-controlling interests that are material to the Group relate to the following subsidiaries: • Kumba Iron Ore Limited (Kumba Iron Ore), which is a company incorporated in South Africa and listed on the JSE. Its principal mining operations are the Sishen and Kolomela iron ore mines which are located in South Africa. Non-controlling interests hold an effective 46.8% (2015: 46.3%) interest in the operations of Kumba Iron Ore, comprising the 30.3% interest held by other shareholders in Kumba Iron Ore and the 23.7% (2015: 23.0%) of Kumba Iron Ore’s principal operating subsidiary, Sishen Iron Ore Company Proprietary Limited, that is held by shareholders outside the Group. • Anglo American Sur S.A. (Anglo American Sur), which is a company incorporated in Chile. Its principal operations are the Los Bronces and El Soldado copper mines and the Chagres smelting plant, which are located in Chile. Non-controlling interests hold a 49.9% interest in Anglo American Sur. US$ million Profit/(loss) attributable to non-controlling interests Equity attributable to non-controlling interests Dividends paid to non-controlling interests Kumba Iron Ore Anglo American Sur 351 1,214 – (162) 1,946 – Other(1) 143 2,149 (15) 2016 Total 332 5,309 (15) Kumba Iron Ore Anglo American Sur 52 731 (131) (55) 2,130 (62) Other(1) (215) 1,912 (49) 2015 Total (218) 4,773 (242) (1) Other consists of individually immaterial non-controlling interests. Summarised financial information on a 100% basis and before inter-company eliminations for Kumba Iron Ore and Anglo American Sur is as follows: US$ million Non-current assets Current assets Current liabilities Non-current liabilities Net assets Revenue Profit/(loss) for the financial year(1) Total comprehensive income/(expense) Net cash inflow from operating activities (1) Stated after special items (see note 6). There were no material changes in ownership interests in subsidiaries in 2016 or 2015. 2016 2015 Kumba Iron Ore 2,473 1,709 (432) (1,079) 2,671 Anglo American Sur 4,122 1,188 (379) (1,035) 3,896 2,801 775 1,024 933 1,676 (324) (336) 529 Kumba Iron Ore 2,205 931 (320) (1,189) 1,627 Anglo American Sur 4,419 751 (271) (627) 4,272 2,876 43 (566) 1,119 2,080 (102) (108) 599 154 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 32. CALLED-UP SHARE CAPITAL AND CONSOLIDATED EQUITY ANALYSIS Called-up share capital Called-up, allotted and fully paid: 5% cumulative preference shares of £1 each Ordinary shares of 5486/91 US cents each: At 1 January and 31 December Number of shares US$ million Number of shares US$ million 2016 2015 50,000 – 50,000 – 1,405,465,332 772 1,405,465,332 772 No ordinary shares were allotted to non-executive directors in 2016 or 2015. Excluding shares held in treasury (but including the shares held by the Group in other structures, as outlined in the Tenon and Employee benefit trust sections below) the number and carrying value of called-up, allotted and fully paid ordinary shares as at 31 December 2016 was 1,402,242,532 and $770 million (2015: 1,401,861,508 and $770 million). At general meetings, every member who is present in person has one vote on a show of hands and, on a poll, every member who is present in person or by proxy has one vote for every ordinary share held. In the event of winding up, the holders of the cumulative preference shares will be entitled to the repayment of a sum equal to the nominal capital paid up, or credited as paid up, on the cumulative preference shares held by them and any accrued dividend, whether such dividend has been earned or declared or not, calculated up to the date of the winding up. Own shares Own shares Treasury shares Own shares held by subsidiaries and employee benefit trusts Total The movement in treasury shares during the year is as follows: Treasury shares At 1 January Transferred to employees in settlement of share awards At 31 December Number of shares US$ million Number of shares US$ million 2016 2015 3,222,800 123,743,483 126,966,283 153 5,937 6,090 3,603,824 117,334,305 120,938,129 173 5,878 6,051 Number of shares US$ million Number of shares US$ million 2016 2015 3,603,824 (381,024) 3,222,800 173 (20) 153 8,794,085 (5,190,261) 3,603,824 481 (308) 173 Tenon Tenon Investment Holdings Proprietary Limited (Tenon), a wholly owned subsidiary of Anglo American South Africa Limited (AASA), has entered into agreements with Epoch Investment Holdings Proprietary Limited (Epoch), Epoch Two Investment Holdings Proprietary Limited (Epoch Two) and Tarl Investment Holdings Proprietary Limited (Tarl) (collectively the Investment Companies), each owned by independent charitable trusts whose trustees are independent of the Group. Under the terms of these agreements, the Investment Companies have purchased Anglo American plc shares on the market and have granted to Tenon the right to nominate a third party (which may include Anglo American plc but not any of its subsidiaries) to take transfer of the Anglo American plc shares each has purchased on the market. Tenon paid the Investment Companies 80% of the cost of the Anglo American plc shares including associated costs for this right to nominate, which together with subscriptions by Tenon for non-voting participating redeemable preference shares in the Investment Companies, provided all the funding required to acquire the Anglo American plc shares through the market. These payments by Tenon were sourced from the cash resources of AASA. Tenon is able to exercise its right of nomination at any time up to 31 December 2025 against payment of an average amount of $3.95 per share to Epoch, $6.15 per share to Epoch Two and $5.10 per share to Tarl which will be equal to 20% of the total costs respectively incurred by Epoch, Epoch Two and Tarl in purchasing shares nominated for transfer to the third party. These funds will then become available for redemption of the preference shares issued by the Investment Companies. The amount payable by the third party on receipt of the Anglo American plc shares will accrue to Tenon and, as these are own shares of the Company, any resulting gain or loss recorded by Tenon will not be recognised in the Consolidated income statement of Anglo American plc. Under the agreements, the Investment Companies will receive dividends on the shares they hold and have agreed to waive the right to vote on those shares. The preference shares issued to the charitable trusts are entitled to a participating right of up to 10% of the profit after tax of Epoch and 5% of the profit after tax of Epoch Two and Tarl. The preference shares issued to Tenon will carry a fixed coupon of 3% plus a participating right of up to 80% of the profit after tax of Epoch and 85% of the profit after tax of Epoch Two and Tarl. Any remaining distributable earnings in the Investment Companies, after the above dividends, are then available for distribution as ordinary dividends to the charitable trusts. The structure effectively provides Tenon with a beneficial interest in the price risk on these shares together with participation in future dividend receipts. The Investment Companies will retain legal title to the shares until Tenon exercises its right to nominate a transferee. At 31 December 2016 the Investment Companies together held 112,300,129 (2015: 112,300,129) Anglo American plc shares, which represented 8.0% (2015: 8.0%) of the ordinary shares in issue (excluding treasury shares) with a market value of $1,603 million (2015: $498 million). The Investment Companies are not permitted to hold more than an aggregate of 10% of the issued share capital of Anglo American plc at any one time. The Investment Companies are considered to be structured entities. Although the Group has no voting rights in the Investment Companies and cannot appoint or remove trustees of the charitable trusts, the Group considers that the agreement outlined above, including Tenon’s right to nominate the transferee of the Anglo American plc shares held by the Investment Companies, result in the Group having control over the Investment Companies as defined under IFRS 10. Accordingly, the Investment Companies are required to be consolidated by the Group. Anglo American plc Annual Report 2016 155 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 32. CALLED-UP SHARE CAPITAL AND CONSOLIDATED EQUITY ANALYSIS continued Employee benefit trust The provision of shares to certain of the Company’s share option and share incentive schemes may be facilitated by an employee benefit trust or settled by the issue of treasury shares. During 2016, 263,281 shares (2015: nil) from the trust were transferred to employees in settlement of share awards. Shares held by the trust are recorded as own shares, and the carrying value is shown as a reduction within shareholders’ equity. The employee benefit trust has waived the right to receive dividends on these shares. The costs of operating the trust are borne by the Group but are not material. The market value of the 4,736,720 shares (2015: 1 share) held by the trust at 31 December 2016 was $67,609,894 (2015: $4). Consolidated equity analysis Fair value and other reserves comprise: US$ million At 1 January 2015 Total comprehensive (expense)/income Equity settled share-based payment schemes Other At 31 December 2015 Total comprehensive expense Equity settled share-based payment schemes At 31 December 2016 Share-based payment reserve 540 – (41) – 499 – (63) 436 Available for sale reserve 456 (153) – – 303 (11) – 292 Cash flow hedge reserve 2 9 – – 11 (11) – – Other reserves(1) 140 – – (17) 123 – – 123 Total fair value and other reserves 1,138 (144) (41) (17) 936 (22) (63) 851 (1) Other reserves comprise a capital redemption reserve of $115 million (2015: $115 million) and a legal reserve of $8 million (2015: $8 million). 33. AUDITOR’S REMUNERATION US$ million Paid to the Company’s auditor for audit of the Anglo American plc Annual Report Paid to the Company’s auditor for other services to the Group Audit of the Company’s subsidiaries Total audit fees Audit related assurance services(1) Taxation compliance services Taxation advisory services Other assurance services Other non-audit services Total non-audit fees Paid/payable to Deloitte 2016 Paid/payable to auditor (if not Deloitte) Paid/payable to Deloitte 2015 Paid/payable to auditor (if not Deloitte) United Kingdom Overseas Total Overseas United Kingdom Overseas Total Overseas 1.5 2.6 4.1 – 1.5 2.1 3.6 – 0.9 2.4 0.5 – 0.3 0.1 0.4 1.3 3.9 6.5 1.3 0.2 0.5 0.6 0.6 3.2 4.8 8.9 1.8 0.2 0.8 0.7 1.0 4.5 0.2 0.2 0.1 – – – – 0.1 0.5 2.0 0.6 – 0.1 0.3 0.4 1.4 5.9 8.0 1.3 0.2 0.4 0.4 0.7 3.0 6.4 10.0 1.9 0.2 0.5 0.7 1.1 4.4 0.2 0.2 – 0.1 0.1 – 0.1 0.3 (1) Includes $1.4 million (2015: $1.5 million) for the interim review. 156 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 34. CONTINGENT LIABILITIES The Group is subject to various claims which arise in the ordinary course of business. Additionally, the Group has provided indemnities against certain liabilities as part of agreements for the sale or other disposal of business operations. Having taken appropriate legal advice, the Group believes that a material liability arising from the indemnities provided is remote. The Group is required to provide guarantees in several jurisdictions in respect of environmental restoration and decommissioning obligations. The Group has provided for the estimated cost of these activities. No contingent liabilities were secured on the assets of the Group at 31 December 2016 or 31 December 2015. Anglo American South Africa Limited (AASA) AASA is named as one of 32 respondents in a consolidated class certification application filed in the South Gauteng High Court (Johannesburg) on behalf of former mineworkers (or their dependants or survivors) who allegedly contracted silicosis or tuberculosis as a result of having worked for various gold mining companies including some in which AASA was a shareholder and to which AASA provided various technical and administrative services. The High Court has certified two classes of claimants: those with silicosis or who died from silicosis and those with tuberculosis or who died from tuberculosis. AASA and other respondents are appealing the ruling. AASA, AngloGold Ashanti, Gold Fields, Harmony Gold and Sibanye Gold announced in November 2014 that they had formed an industry working group to address issues relating to compensation and medical care for occupational lung disease in the gold mining industry in South Africa. The companies are in the process of engaging all stakeholders on these matters, including government, organised labour, other mining companies and legal representatives of claimants who have filed legal suits against the companies. These legal proceedings are being defended. The industry working group is seeking a comprehensive solution to address legacy compensation issues and future legal frameworks that is fair to past and current employees and enables companies to continue to be competitive over the long term. AASA was also a defendant in approximately 4,400 separate lawsuits filed in the North Gauteng High Court (Pretoria), which were referred to arbitration. These 4,400 claims (approximately 1,200 of which were separately instituted against AngloGold Ashanti) were settled by AASA and AngloGold Ashanti in 2016, without admission of liability, for an amount which is not material to the Group. 35. RELATED PARTY TRANSACTIONS The Group has a related party relationship with its subsidiaries, joint operations, associates and joint ventures (see notes 37 and 40). Members of the Board and the Group Management Committee are considered to be related parties. The Company and its subsidiaries, in the ordinary course of business, enter into various sale, purchase and service transactions with joint operations, associates, joint ventures and others in which the Group has a material interest. These transactions are under terms that are no less favourable to the Group than those arranged with third parties. US$ million Transactions with related parties Sale of goods and services Purchase of goods and services Balances with related parties Trade and other receivables from related parties Trade and other payables to related parties Loans receivable from related parties(2) Associates Joint ventures Joint operations(1) 2016 2015 2016 2015 2016 2015 19 (399) 5 (126) – 28 (425) 7 (135) – 1 (137) 3 (183) 171 (3,390) 123 (2,606) 1 (30) 401 – (15) 431 17 (79) – 15 (68) 21 (1) Represents the portion of balances and transactions with joint operations or joint operation partners that the Group does not have the right to offset against the corresponding amount recorded by the respective joint operations. These amounts primarily relate to purchases by De Beers and Platinum from their joint operations in excess of the Group’s attributable share of their production. Included in ‘Financial asset investments’ on the Consolidated balance sheet. (2) At 31 December 2016 the directors of the Company and their immediate relatives controlled 0.33% (2015: 0.2%) of the voting shares of the Company. Remuneration and benefits received by directors are disclosed in the Remuneration report. Remuneration and benefits of key management personnel, including directors, are disclosed in note 26. Information relating to pension fund arrangements is disclosed in note 27. Anglo American plc Annual Report 2016 157 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 36. EVENTS OCCURRING AFTER END OF YEAR On 3 February 2017, the South African Revenue Services and Sishen Iron Ore Company Proprietary Limited (a subsidiary of Kumba Iron Ore Limited) agreed on a R2.5 billion (approximately $185 million) settlement of a tax matter relating to the period covering 2006 to 2015 inclusive. The Group had previously provided for R1.5 billion and an additional R1.0 billion was provided in 2016. On 14 February 2017, the Group announced that it had agreed the sale of its interest in the Union platinum mine to Siyanda Resources Proprietary Limited (‘Siyanda’) for consideration comprising upfront cash of R400 million (approximately $29 million) and deferred consideration based on the operation’s free cash flow generation over a ten year period. 37. GROUP COMPANIES The Group consists of the parent company, Anglo American plc, incorporated in the United Kingdom and its subsidiaries, joint operations, joint ventures and associates. For information on the Group’s policies and the nature of any significant judgements in relation to the basis of accounting for interests in other entities, see note 1. Further information on interests in associates and joint ventures is provided in note 13. The Group holds certain interests in both consolidated and unconsolidated structured entities. Further details on consolidated structured entities can be found in note 32. Unconsolidated structured entities consist of employee benefit trusts and community investment vehicles, principally in South Africa. Financial support provided to these entities by the Group is not material. The principal subsidiaries, joint operations, joint ventures and associates of the Group and the Group percentage of equity capital are set out below. All these interests are held indirectly by the parent company and are consolidated within these financial statements. A complete list of the Group’s related undertakings can be found in note 40. Subsidiary undertakings De Beers De Beers Consolidated Mines Proprietary Limited(3) De Beers plc(4) Country of incorporation(1) Business South Africa Jersey(5) Diamonds Diamonds Percentage of equity owned(2) 2016 74% 85% 2015 74% 85% South Africa Platinum 78% 78% Copper Copper project 50.1% 81.9% 50.1% 81.9% Nickel 100% 100% Chile Peru Brazil Brazil Brazil Brazil South Africa South Africa Australia South Africa Canada Niobium Phosphates Iron ore project Iron ore Iron ore Coal Coal Coal Country of incorporation(1) Botswana Namibia Chile Australia Australia Australia Australia Australia Business Diamonds Diamonds Copper Coal Coal Coal Coal Coal – – 100% 100% 100% 69.7% 76.3% 100% 100% 100% 100% 69.7% 73.9% 100% 100% 100% Percentage of equity owned(10) 2016 50% 50% 44% 70% 51% 88.2% – 88% 2015 50% 50% 44% 70% 51% 88.2% 70% 88% Platinum Anglo American Platinum Limited(6) Copper Anglo American Sur S.A. Anglo American Quellaveco S.A. Nickel Anglo American Níquel Brasil Limitada Niobium and Phosphates(7) Anglo American Nióbio Brasil Limitada Anglo American Fosfatos Brasil Limitada Iron Ore and Manganese Anglo American Minério de Ferro Brasil S.A. Kumba Iron Ore Limited Sishen Iron Ore Company Proprietary Limited(8) Coal Anglo American Metallurgical Coal Holdings Limited Anglo Coal(9) Peace River Coal Inc. Proportionately consolidated joint operations Debswana Diamond Company (Proprietary) Limited(11) Namdeb Holdings (Proprietary) Limited(12) Compañía Minera Doña Inés de Collahuasi SCM Capcoal(13) Dawson(13) Drayton(13) Foxleigh(13) (14) Moranbah North(13) See page 159 for footnotes. 158 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 37. GROUP COMPANIES continued Joint ventures Ferroport Logística Comercial Exportadora S.A. Samancor Holdings Proprietary Limited(15)(16)(17) Groote Eylandt Mining Company Pty Limited (GEMCO)(15)(16) Tasmanian Electro Metallurgical Company Pty Limited (TEMCO)(15)(16) Country of incorporation(1) Brazil South Africa Australia Australia Business Port Manganese Manganese Manganese Associates Carbones del Cerrejón Limited Cerrejón Zona Norte S.A. Jellinbah Group Pty Limited(19) Country of incorporation(1) Anguilla(18) Colombia Australia Business Coal Coal Coal Percentage of equity owned(10) 2016 50% 40% 40% 40% 2015 50% 40% 40% 40% Percentage of equity owned(10) 2016 33.3% 33.3% 33.3% 2015 33.3% 33.3% 33.3% (1) The principal country of operation is the same as the country of incorporation for all entities with the exception of De Beers plc (De Beers), which has worldwide operations. (2) The proportion of voting rights of subsidiaries held by the Group is the same as the proportion of equity owned. (3) The 74% interest in De Beers Consolidated Mines Proprietary Limited (DBCM) is held indirectly through De Beers. The 74% interest represents De Beers’ legal ownership share in DBCM. For accounting purposes De Beers consolidates 100% of DBCM as it is deemed to control the BEE entity, Ponahalo, which holds the remaining 26%. The Group’s effective interest in DBCM is 85%. (4) This entity was previously known as De Beers Société Anonyme and incorporated in Luxembourg. (5) Tax resident in the United Kingdom. (6) The Group’s effective interest in Anglo American Platinum Limited is 79.6% which includes shares issued as part of a community empowerment deal. (7) Niobium and Phosphates was sold on 30 September 2016 (see note 30). (8) The 76.3% (2015: 73.9%) interest in Sishen Iron Ore Company Proprietary Limited (SIOC) is held indirectly through Kumba Iron Ore Limited, in which the Group has a 69.7% interest. A 3.1% interest in SIOC was previously held by the Kumba Envision Trust for the benefit of participants in Kumba’s broad based employee share scheme for non-managerial Historically Disadvantaged South African employees. The Trust met the definition of a subsidiary under IFRS, and was therefore consolidated by Kumba Iron Ore Limited. The earlier mentioned interest in the Kumba Envision Trust is no longer held at year end due to the wind up of the Envision Trust in November 2016. Consequently the effective interest in SIOC included in the Group’s results is 53.2% (2015: 53.7%). (9) A division of Anglo Operations Proprietary Limited, a wholly owned subsidiary. (10) All equity interests shown are ordinary shares. (11) The 50% interest in Debswana Diamond Company (Proprietary) Limited is held indirectly through De Beers and is consolidated on a 19.2% proportionate basis, reflecting economic interest. The Group’s effective interest in Debswana Diamond Company (Proprietary) Limited is 16.3%. (12) The 50% interest in Namdeb Holdings (Proprietary) Limited is held indirectly through De Beers. The Group’s effective interest in Namdeb Holdings (Proprietary) Limited is 42.5%. (13) The wholly owned subsidiary Anglo American Metallurgical Coal Holdings Limited holds the proportionately consolidated joint operations. These operations are unincorporated and jointly controlled. (14) The Group disposed of its interest in Foxleigh on 29 August 2016. (15) Samancor has been accounted for as a joint venture since March 2015, following amendments to the agreement that governs the Group’s interests in Samancor which resulted in the Group acquiring joint control over the business (previously accounted for as an associate). (16) These entities have a 30 June year end. (17) Samancor Holdings Proprietary Limited is the parent company of Hotazel Manganese Mines (HMM) and the Metalloys Smelter. BEE shareholders hold a 26% interest in HMM and therefore the Group’s effective ownership interest in HMM is 29.6%. (18) Tax resident in Colombia. (19) The Group’s effective interest in the Jellinbah operation is 23.3%. The entity has a 30 June year end. 38. FINANCIAL RISK MANAGEMENT The Board approves and monitors the risk management processes, including documented treasury policies, counterparty limits and controlling and reporting structures. The risk management processes of the Group’s independently listed subsidiaries are in line with the Group’s own policy. The types of risk exposure, the way in which such exposure is managed and quantification of the level of exposure in the Consolidated balance sheet at 31 December is as follows (subcategorised into credit risk, commodity price risk, foreign exchange risk and interest rate risk). See note 24 for liquidity risk. Market risks a) Credit risk Credit risk is the risk that a counterparty to a financial instrument will cause a loss to the Group by failing to pay for its obligation. The Group’s principal financial assets are cash, trade and other receivables, investments and derivative financial instruments. The Group’s maximum exposure to credit risk primarily arises from these financial assets and is as follows: US$ million Cash and cash equivalents Trade and other receivables(1) Financial asset investments(2) Derivative financial assets (1) Trade and other receivables exclude prepayments and tax receivables. (2) Financial asset investments exclude available for sale investments. 2016 6,051 2,289 701 593 9,634 2015 6,895 1,885 662 1,149 10,591 The Group limits credit risk on liquid funds and derivative financial instruments through diversification of exposures with a range of financial institutions approved by the Board. Counterparty limits are set for each financial institution with reference to credit ratings assigned by Standard & Poor’s, Moody’s and Fitch Ratings, shareholder equity (in case of relationship banks) and fund size (in case of asset managers). Given the diverse nature of the Group’s operations (both in relation to commodity markets and geographically), and the use of payment security instruments (including letters of credit from financial institutions), it does not have significant concentration of credit risk in respect of trade receivables, with exposure spread over a large number of customers. A provision for impairment of trade receivables is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. Details of the credit quality of trade receivables and the associated provision for impairment are disclosed in note 16. Anglo American plc Annual Report 2016 159 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 38. FINANCIAL RISK MANAGEMENT continued b) Commodity price risk The Group’s earnings are exposed to movements in the prices of the commodities it produces. The Group’s policy is to sell its products at prevailing market prices and is generally not to hedge commodity price risk, although some hedging may be undertaken for strategic reasons. In such cases, the Group generally uses forward contracts to hedge the price risk. Certain of the Group’s sales and purchases are provisionally priced, meaning that the selling price is determined normally 30 to 180 days after delivery to the customer, based on quoted market prices stipulated in the contract, and as a result are susceptible to future price movements. The exposure of the Group’s financial assets and liabilities to commodity price risk is as follows: US$ million Total net financial instruments (excluding derivatives) Derivatives 2016 Commodity price linked Commodity price linked Subject to price movements(1) 421 (28) 393 Fixed price(2) 464 – 464 Not linked to commodity price Subject to price Total movements(1) (8,159) (1,254) (9,413) (7,274) (1,282) (8,556) 337 16 353 Fixed price(2) 334 – 334 Not linked to commodity price 2015 Total (11,674) (1,330) (13,004) (11,003) (1,314) (12,317) (1) (2) Includes provisionally priced trade receivables and trade payables. Includes receivables and payables for commodity sales and purchases not subject to price adjustment at the balance sheet date. Commodity based contracts that are classified as part of normal sales and purchases and settled through physical delivery of the Group’s production are not marked to market. c) Foreign exchange risk As a global business, the Group is exposed to many currencies principally as a result of non-US dollar operating costs and, to a lesser extent, from non-US dollar revenue. The Brazilian real, South African rand and Australian dollar are the most significant non-US dollar currencies influencing costs. A strengthening of the US dollar against the currencies to which the Group is exposed has a positive effect on the Group’s underlying earnings. The Group’s policy is generally not to hedge such exposures given the correlation, over the longer term, with commodity prices and the diversified nature of the Group, though exceptions can be approved by the Group Management Committee. In addition, currency exposures exist in respect of non-US dollar approved capital expenditure projects and non-US dollar borrowings in US dollar functional currency entities. The Group’s policy is that such exposures should be hedged subject to a review of the specific circumstances of the exposure. Analysis of foreign exchange risk associated with net debt balances and the impact of derivatives to hedge against this risk is included within note 24. Net other financial liabilities (excluding net debt related balances and cash in disposal groups, but including the debit valuation adjustment attributable to derivatives hedging net debt) are $72 million. This includes net assets of $503 million denominated in US dollars and $215 million denominated in Brazilian real, and net liabilities of $212 million denominated in Australian dollars, $207 million denominated in Chilean pesos and $234 million denominated in South African rand. d) Interest rate risk Interest rate risk arises due to fluctuations in interest rates which impact on the value of short term investments and financing activities. The Group is principally exposed to US and South African interest rates. The Group’s policy is to borrow funds at floating rates of interest given the link with economic output and therefore the correlation, over the longer term, with commodity prices. The Group uses interest rate swap contracts to manage its exposure to interest rate movements on its debt. Strategic hedging using fixed rate debt may also be undertaken from time to time if approved by the Group Management Committee. In respect of financial assets, the Group’s policy is to invest cash at floating rates of interest and to maintain cash reserves in short term investments (less than one year) in order to maintain liquidity, while achieving a satisfactory return for shareholders. Analysis of interest rate risk associated with net debt balances and the impact of derivatives to hedge against this risk is included within note 24. Net other financial liabilities (excluding net debt related balances and cash in disposal groups, but including the debit valuation adjustment attributable to derivatives hedging net debt) of $72 million, are primarily non-interest bearing. 160 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 38. FINANCIAL RISK MANAGEMENT continued e) Financial instrument sensitivities Financial instruments affected by market risk include borrowings, deposits, derivative financial instruments, trade receivables and trade payables. The following analysis is intended to illustrate the sensitivity of the Group’s financial instruments at 31 December to changes in foreign currencies, commodity prices and interest rates. The sensitivity analysis has been prepared on the basis that the components of net debt, the ratio of fixed to floating interest rates of the debt and derivatives portfolio and the proportion of financial instruments in foreign currencies are all constant and on the basis of the hedge designations in place at 31 December. In addition, the commodity price impact for provisionally priced contracts is based on the related trade receivables and trade payables at 31 December. As a consequence, this sensitivity analysis relates to the position at 31 December. The following assumptions were made in calculating the sensitivity analysis: • all income statement sensitivities also impact equity • for debt and other deposits carried at amortised cost, carrying value does not change as interest rates move • no sensitivity is provided for interest accruals as these are based on pre-agreed interest rates and therefore are not susceptible to further rate changes • no sensitivity has been calculated on derivatives and related underlying instruments designated into fair value hedge relationships as these are assumed materially to offset one another • all hedge relationships are assumed to be fully effective • debt with a maturity of less than one year is floating rate, unless it is a long term fixed rate debt in its final year • translation of foreign subsidiaries and operations into the Group’s presentation currency has been excluded from the sensitivity. Using the above assumptions, the following table shows the illustrative effect on the income statement and equity that would result from reasonably possible changes in the relevant foreign currency, commodity price and interest rate. US$ million Foreign currency sensitivities(1) +10% US dollar to rand –10% US dollar to rand +10% US dollar to Brazilian real(2) –10% US dollar to Brazilian real(2) +10% US dollar to Australian dollar –10% US dollar to Australian dollar +10% US dollar to Chilean peso –10% US dollar to Chilean peso Commodity price sensitivities 10% increase in the copper price 10% decrease in the copper price 10% increase in the platinum group metals price 10% decrease in the platinum group metals price Interest rate sensitivity 50bps increase in LIBOR(3) 50bps decrease in LIBOR(3) Income 2016 Equity Income (74) 74 1 (1) 10 (10) 24 (24) 50 (50) (30) 30 (30) 30 (74) 74 1 (1) 10 (10) 24 (24) 50 (50) (30) 30 (30) 30 (19) 19 (46) 46 9 (9) 21 (24) 117 (117) (13) 13 (32) 32 2015 Equity (19) 19 (46) 46 9 (9) 21 (24) 117 (117) (13) 13 (32) 32 (1) + represents strengthening of US dollar against the respective currency. (2) Includes sensitivities for derivatives related to capital expenditure. (3) Without the impact of capitalised interest, the Group’s sensitivity to a 50bps increase and decrease in LIBOR would be $57 million (2015: $61 million) loss and gain respectively. The above sensitivities are calculated with reference to a single moment in time and are subject to change due to a number of factors including: • fluctuating trade receivable and trade payable balances • derivative instruments and borrowings settled throughout the year • fluctuating cash balances • changes in currency mix. As the sensitivities are limited to year end financial instrument balances, they do not take account of the Group’s sales and operating costs, which are highly sensitive to changes in commodity prices and exchange rates. In addition, each of the sensitivities is calculated in isolation whilst, in reality, commodity prices, interest rates and foreign currencies do not move independently. Anglo American plc Annual Report 2016 161 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 39. ACCOUNTING POLICIES Basis of preparation The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRIC) interpretations as adopted for use by the European Union, with those parts of the Companies Act 2006 applicable to companies reporting under IFRS and with the requirements of the Disclosure and Transparency rules of the Financial Conduct Authority in the United Kingdom as applicable to periodic financial reporting. The financial statements have been prepared under the historical cost convention as modified by the revaluation of pension assets and liabilities and certain financial instruments. A summary of the principal Group accounting policies is set out below. The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. As permitted by UK company law, the Group’s results are presented in US dollars, the currency in which its business is primarily conducted. Sales of metal concentrate are stated at their invoiced amount which is net of treatment and refining charges. Sales of certain commodities are provisionally priced such that the price is not settled until a predetermined future date and is based on the market price at that time. Revenue on these sales is initially recognised (when the above criteria are met) at the current market price. Provisionally priced sales are marked to market at each reporting date using the forward price for the period equivalent to that outlined in the contract. This mark-to-market adjustment is recognised in revenue, see note 4 for more information on provisional price adjustments. Revenues from the sale of material by-products are included within revenue. Where a by-product is not regarded as significant, revenue may be credited against the cost of sales. Revenue from services is recognised as services are rendered and accepted by the customer. Amounts billed to customers in respect of shipping and handling activities are classified as revenue where the Group is responsible for freight. In situations where the Group is acting as an agent, amounts billed to customers are offset against the relevant costs. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established. Going concern The directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Thus the going concern basis of accounting in preparing the financial statements continues to be adopted. Further details are contained in the Directors’ report on page 198. Basis of consolidation The financial statements incorporate a consolidation of the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The results of subsidiaries acquired or disposed of during the year are included in the income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the results of subsidiaries, joint arrangements and associates to bring their accounting policies into line with those used by the Group. Intra-group transactions, balances, income and expenses are eliminated on consolidation, where appropriate. For non-wholly owned subsidiaries, non-controlling interests are presented in equity separately from the equity attributable to shareholders of the Company. Profit or loss and other comprehensive income are attributed to the shareholders of the Company and to non-controlling interests even if this results in the non-controlling interests having a deficit balance. Changes in ownership interest in subsidiaries that do not result in a change in control are accounted for in equity. The carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recorded directly in equity and attributed to the shareholders of the Company. 39a. Revenue recognition Revenue is derived principally from the sale of goods and is measured at the fair value of consideration received or receivable, after deducting discounts, volume rebates, value added tax and other sales taxes. A sale is recognised when the significant risks and rewards of ownership have passed. This is usually when title and insurance risk have passed to the customer and the goods have been delivered to a contractually agreed location. 39b. Borrowing costs Interest on borrowings directly relating to the financing of qualifying assets in the course of construction is added to the capitalised cost of those projects under ‘Capital works in progress’, until such time as the assets are substantially ready for their intended use or sale. Where funds have been borrowed specifically to finance a project, the amount capitalised represents the actual borrowing costs incurred. Where the funds used to finance a project form part of general borrowings, the amount capitalised is calculated using a weighted average of rates applicable to relevant general borrowings of the Group during the period. All other borrowing costs are recognised in the income statement in the period in which they are incurred. 39c. Tax The tax expense includes the current tax and deferred tax charge recognised in the income statement. Current tax payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from the initial recognition of goodwill or of an asset or liability in a transaction (other than in a business combination) that affects neither taxable profit nor accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, joint arrangements and associates except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and is adjusted to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also taken directly to equity. 162 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 39. ACCOUNTING POLICIES continued Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis in that taxation authority. 39d. Business combinations and goodwill arising thereon The identifiable assets, liabilities and contingent liabilities of a subsidiary, a joint arrangement or an associate, which can be measured reliably, are recorded at their provisional fair values at the date of acquisition. Goodwill is the fair value of the consideration transferred (including contingent consideration and previously held non-controlling interests) less the fair value of the Group’s share of identifiable net assets on acquisition. Where a business combination is achieved in stages, the Group’s previously held interests in the acquiree are remeasured to fair value at the acquisition date and the resulting gain or loss is recognised in the income statement. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to the income statement, where such treatment would be appropriate if that interest were disposed of. Transaction costs incurred in connection with the business combination are expensed. Provisional fair values are finalised within 12 months of the acquisition date. Goodwill in respect of subsidiaries and joint operations is included within intangible assets. Goodwill relating to associates and joint ventures is included within the carrying value of the investment. Where the fair value of the identifiable net assets acquired exceeds the cost of the acquisition, the surplus, which represents the discount on the acquisition, is recognised directly in the income statement in the period of acquisition. For non-wholly owned subsidiaries, non-controlling interests are initially recorded at the non-controlling interests’ proportion of the fair values of net assets recognised at acquisition. 39e. Non-mining licences and other intangibles Non-mining licences and other intangibles are measured at cost less accumulated amortisation and accumulated impairment losses. Intangible assets acquired as part of an acquisition of a business are capitalised separately from goodwill if the asset is separable or arises from contractual or legal rights and the fair value can be measured reliably on initial recognition. Intangible assets are amortised over their estimated useful lives, usually between 3 and 20 years, except goodwill and those intangible assets that are considered to have indefinite lives. For intangible assets with a finite life, the amortisation period is determined as the period over which the Group expects to obtain benefits from the asset, taking account of all relevant facts and circumstances including contractual lives and expectations about the renewal of contractual arrangements without significant incremental costs. An intangible asset is deemed to have an indefinite life when, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate cash flows for the Group. Amortisation methods, residual values and estimated useful lives are reviewed at least annually. 39f. Impairment of goodwill Goodwill arising on business combinations is allocated to the group of cash generating units (CGUs) that is expected to benefit from synergies of the combination, and represents the lowest level at which goodwill is monitored by the Group’s board of directors for internal management purposes. The recoverable amount of the CGU, or group of CGUs, to which goodwill has been allocated is tested for impairment annually, or when events or changes in circumstances indicate that it may be impaired. Any impairment loss is recognised immediately in the income statement. Impairment of goodwill is not subsequently reversed. 39g. Property, plant and equipment Property, plant and equipment is stated at cost, less accumulated depreciation and accumulated impairment losses. Cost is the fair value of consideration required to acquire and develop the asset and includes the purchase price, acquisition of mineral rights, costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, the initial estimate of any decommissioning obligation and, for assets that take a substantial period of time to get ready for their intended use, borrowing costs. Gains or losses on disposal of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount. The gain or loss is recognised in the income statement. Depreciation of property, plant and equipment Mining properties are depreciated to their residual values using the unit of production method based on Proved and Probable Ore Reserves and, in certain limited circumstances, other Mineral Resources included in the Life of Mine Plan. These other Mineral Resources are included in depreciation calculations where, taking into account historical rates of conversion to Ore Reserves, there is a high degree of confidence that they will be extracted in an economic manner. This is the case principally for diamond operations, where depreciation calculations are based on Diamond Reserves and Diamond Resources included in the Life of Mine Plan. This reflects the unique nature of diamond deposits where, due to the difficulty in estimating grade, Life of Mine Plans frequently include significant amounts of Indicated or Inferred Resources. Buildings and items of plant and equipment for which the consumption of economic benefit is linked primarily to utilisation or to throughput rather than production, are depreciated to their residual values at varying rates on a straight line basis over their estimated useful lives, or the Reserve Life, whichever is shorter. Estimated useful lives normally vary from up to 20 years for items of plant and equipment to a maximum of 50 years for buildings. Under limited circumstances, items of plant and equipment may be depreciated over a period that exceeds the Reserve Life by taking into account additional Mineral Resources other than Proved and Probable Reserves included in the Life of Mine Plan, after making allowance for expected production losses based on historical rates of resource conversion. ‘Capital works in progress’ are measured at cost less any recognised impairment. Depreciation commences when the assets are capable of operating in the manner intended by management, at which point they are transferred to the appropriate asset class. Land is not depreciated. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components). Depreciation methods, residual values and estimated useful lives are reviewed at least annually. Assets held under finance leases are depreciated over the shorter of the lease term and the estimated useful lives of the assets. 39h. Deferred stripping The removal of rock or soil overlying a mineral deposit, overburden, and other waste materials is often necessary during the initial development of an open pit mine site, in order to access the orebody. The process of removing overburden and other mine waste materials is referred to as stripping. The directly attributable cost of this activity is capitalised in full within ‘Mining properties and leases’, until the point at which the mine is considered to be capable of operating in the manner intended by management. This is classified as expansionary capital expenditure, within investing cash flows. The removal of waste material after the point at which depreciation commences is referred to as production stripping. When the waste removal activity improves access to ore extracted in the current period, the costs of production stripping are charged to the income statement as operating costs in accordance with the principles of IAS 2 Inventories. Anglo American plc Annual Report 2016 163 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 39. ACCOUNTING POLICIES continued Where production stripping activity both produces inventory and improves access to ore in future periods the associated costs of waste removal are allocated between the two elements. The portion that benefits future ore extraction is capitalised within ‘Mining properties and leases’. This is classified as stripping and development capital expenditure, within investing cash flows. If the amount to be capitalised cannot be specifically identified it is determined based on the volume of waste extracted compared with expected volume for the identified component of the orebody. Components are specific volumes of a mine’s orebody that are determined by reference to the Life of Mine Plan. In certain instances significant levels of waste removal may occur during the production phase with little or no associated production. This may occur at both open pit and underground mines, for example longwall development. The cost of this waste removal is capitalised in full to ‘Mining properties and leases’. All amounts capitalised in respect of waste removal are depreciated using the unit of production method based on Proved and Probable Ore Reserves of the component of the orebody to which they relate. The effects of changes to the Life of Mine Plan on the expected cost of waste removal or remaining Ore Reserves for a component are accounted for prospectively as a change in estimate. 39i. Impairment of property, plant and equipment and intangible assets excluding goodwill At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets are impaired. If such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of any impairment. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the CGU to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal and value in use (VIU). In assessing VIU, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted. If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount. An impairment loss is recognised in the income statement. Where an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment been recognised for the asset or CGU. A reversal of an impairment loss is recognised in the income statement. 39j. Exploration and evaluation expenditure Exploration and evaluation expenditure is expensed in the year in which it is incurred. Exploration expenditure is the cost of exploring for Mineral Resources other than that occurring at existing operations and projects and comprises geological and geophysical studies, exploratory drilling and sampling and resource development. Evaluation expenditure includes the cost of conceptual and pre-feasibility studies and evaluation of Mineral Resources at existing operations. When a decision is taken that a mining project is technically feasible and commercially viable, usually after a pre-feasibility study has been completed, subsequent directly attributable expenditure, including feasibility study costs, are considered development expenditure and are capitalised within property, plant and equipment. Exploration properties acquired are recognised in the balance sheet when management considers that their value is recoverable. These properties are measured at cost less any accumulated impairment losses. 164 Anglo American plc Annual Report 2016 39k. Associates and joint arrangements Associates are investments over which the Group has significant influence, which is the power to participate in the financial and operating policy decisions of the investee, but without the ability to exercise control or joint control. Typically the Group owns between 20% and 50% of the voting equity of its associates. Joint arrangements are arrangements in which the Group shares joint control with one or more parties. Joint control is the contractually agreed sharing of control of an arrangement, and exists only when decisions about the activities that significantly affect the arrangement’s returns require the unanimous consent of the parties sharing control. Joint arrangements are classified as either joint operations or joint ventures based on the rights and obligations of the parties to the arrangement. In joint operations, the parties have rights to the assets and obligations for the liabilities relating to the arrangement, whereas in joint ventures, the parties have rights to the net assets of the arrangement. Joint arrangements that are not structured through a separate vehicle are always joint operations. Joint arrangements that are structured through a separate vehicle may be either joint operations or joint ventures depending on the substance of the arrangement. In these cases, consideration is given to the legal form of the separate vehicle, the terms of the contractual arrangement and, when relevant, other facts and circumstances. When the activities of an arrangement are primarily designed for the provision of output to the parties, and the parties are substantially the only source of cash flows contributing to the continuity of the operations of the arrangement, this indicates that the parties to the arrangements have rights to the assets and obligations for the liabilities. The Group accounts for joint operations by recognising the assets, liabilities, revenue and expenses for which it has rights or obligations, including its share of such items held or incurred jointly. Investments in associates and joint ventures are accounted for using the equity method of accounting except when classified as held for sale. The Group’s share of associates’ and joint ventures’ net income is based on their most recent audited financial statements or unaudited interim statements drawn up to the Group’s balance sheet date. The total carrying values of investments in associates and joint ventures represent the cost of each investment including the carrying value of goodwill, the share of post acquisition retained earnings, any other movements in reserves and any long term debt interests which in substance form part of the Group’s net investment. The carrying values of associates and joint ventures are reviewed on a regular basis and if there is objective evidence that an impairment in value has occurred as a result of one or more events during the period, the investment is impaired. The Group’s share of an associate’s or joint venture’s losses in excess of its interest in that associate or joint venture is not recognised unless the Group has an obligation to fund such losses. Unrealised gains arising from transactions with associates and joint ventures are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way, but only to the extent that there is no evidence of impairment. 39l. Financial asset investments Investments, other than investments in subsidiaries, joint arrangements and associates, are financial asset investments and are initially recognised at fair value. At subsequent reporting dates, financial assets classified as held-to-maturity or as loans and receivables are measured at amortised cost, less any impairment losses. Other investments are classified as either at fair value through profit or loss (which includes investments held for trading) or available for sale financial assets. Both categories are subsequently measured at fair value. Where investments are held for trading purposes, unrealised gains and losses for the period are included in the income statement within other gains and losses. For available for sale investments, unrealised gains and losses are recognised in equity until the investment is disposed of or impaired, at which time the cumulative gain or loss previously recognised in equity is recycled to the income statement. FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 39. ACCOUNTING POLICIES continued 39m. Impairment of financial assets (including receivables) A financial asset not measured at fair value through profit or loss is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. Losses are recognised in the income statement. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through the income statement. Impairment losses relating to available for sale investments are recognised when a decline in fair value is considered significant or prolonged. These impairment losses are recognised by transferring the cumulative loss that has been recognised in the statement of comprehensive income to the income statement. The loss recognised in the income statement is the difference between the acquisition cost and the current fair value. 39n. Derivative financial instruments and hedge accounting In order to hedge its exposure to foreign exchange, interest rate and commodity price risk, the Group enters into forward, option and swap contracts. The Group does not use derivative financial instruments for speculative purposes. Commodity based (own use) contracts that meet the scope exemption in IAS 39 Financial Instruments: Recognition and Measurement are recognised in earnings when they are settled by physical delivery. All derivatives are held at fair value in the balance sheet within ‘Derivative financial assets’ or ‘Derivative financial liabilities’ except if they are linked to settlement and delivery of an unquoted equity instrument and the fair value cannot be measured reliably, in which case they are carried at cost. A derivative cannot be measured reliably where the range of reasonable fair value estimates is significant and the probabilities of various estimates cannot be reasonably assessed. Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows (cash flow hedges) are recognised directly in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. If the cash flow hedge of a firm commitment or forecast transaction results in the recognition of a non-financial asset or liability, then, at the time the asset or liability is recognised, the associated gains or losses on the derivative that had previously been recognised in equity are included in the initial measurement of the asset or liability. For hedges that do not result in the recognition of a non-financial asset or liability, amounts deferred in equity are recognised in the income statement in the same period in which the hedged item affects profit or loss. For an effective hedge of an exposure to changes in fair value, the hedged item is adjusted for changes in fair value attributable to the risk being hedged. The corresponding entry and gains or losses arising from remeasuring the associated derivative are recognised in the income statement. The gain or loss on hedging instruments relating to the effective portion of a net investment hedge is recognised in equity (within the cumulative translation adjustment reserve). The ineffective portion is recognised immediately in the income statement. Gains or losses accumulated in the cumulative translation adjustment reserve are recycled to the income statement on disposal of the foreign operations to which they relate. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised, revoked, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained until the forecast transaction occurs. If a hedge transaction is no longer expected to occur, the net cumulative gain or loss previously recognised in equity is recycled to the income statement for the period. Changes in the fair value of any derivative instruments that are not designated in a hedge relationship are recognised immediately in the income statement and are classified within other gains and losses (operating costs) or net finance costs depending on the type of risk to which the derivative relates. Derivatives embedded in other financial instruments or non-financial host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of their host contracts and the host contracts themselves are not carried at fair value with unrealised gains or losses reported in the income statement. 39o. Cash and debt Cash and cash equivalents Cash and cash equivalents comprise cash in hand and on demand deposits, together with short term, highly liquid investments that are readily convertible to a known amount of cash and that are subject to an insignificant risk of changes in value. Bank overdrafts are shown within short term borrowings in current liabilities on the balance sheet. Cash and cash equivalents in the cash flow statement are shown net of overdrafts. Cash and cash equivalents are measured at amortised cost. Financial liabilities and equity instruments Financial liabilities and equity instruments are classified and accounted for as debt or equity according to the substance of the contractual arrangements entered into. Borrowings Interest bearing borrowings and overdrafts are initially recognised at fair value, net of directly attributable transaction costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs are recognised in the income statement using the effective interest method. They are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. 39p. Derecognition of financial assets and financial liabilities Financial assets are derecognised when the right to receive cash flows from the asset has expired, the right to receive cash flows has been retained but an obligation to on-pay them in full without material delay has been assumed or the right to receive cash flows has been transferred together with substantially all the risks and rewards of ownership. Financial liabilities are derecognised when the associated obligation has been discharged, cancelled or has expired. 39q. Inventories Inventory and work in progress are measured at the lower of cost and net realisable value. The production cost of inventory includes an appropriate proportion of depreciation and production overheads. Cost is determined on the following basis: • Raw materials and consumables are measured at cost on a first in, first out (FIFO) basis or a weighted average cost basis. • Work in progress and finished products are measured at raw material cost, labour cost and a proportion of manufacturing overhead expenses. • Metal and coal stocks are included within finished products and are measured at average cost. At precious metals operations that produce ‘joint products’, cost is allocated amongst products according to the ratio of contribution of these metals to gross sales revenues. 39r. Environmental restoration and decommissioning obligations An obligation to incur environmental restoration, rehabilitation and decommissioning costs arises when disturbance is caused by the development or ongoing production of a mining asset. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalised at the start of each project, as soon as the obligation to incur such costs arises. These costs are recognised in the income statement over the life of the operation, through the depreciation of the asset and the unwinding of the discount on the provision. Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and recognised in the income statement as extraction progresses. Anglo American plc Annual Report 2016 165 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 39. ACCOUNTING POLICIES continued Changes in the measurement of a liability relating to the decommissioning of plant or other site preparation work (that result from changes in the estimated timing or amount of the cash flow or a change in the discount rate), are added to or deducted from the cost of the related asset in the current period. If a decrease in the liability exceeds the carrying amount of the asset, the excess is recognised immediately in the income statement. If the asset value is increased and there is an indication that the revised carrying value is not recoverable, an impairment test is performed in accordance with the accounting policy set out above. For some South African operations annual contributions are made to dedicated environmental rehabilitation trusts to fund the estimated cost of rehabilitation during and at the end of the life of the relevant mine. The Group exercises full control of these trusts and therefore the trusts are consolidated. The trusts’ assets are disclosed separately on the balance sheet as non-current assets. The trusts’ assets are measured based on the nature of the underlying assets in accordance with accounting policies for similar assets. 39s. Non-current assets and disposal groups held for sale Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is met only when a sale is highly probable within one year from the date of classification, management is committed to the sale and the asset or disposal group is available for immediate sale in its present condition. Non-current assets and disposal groups are classified as held for sale from the date these conditions are met and are measured at the lower of carrying amount and fair value less costs to sell. Any resulting impairment loss is recognised in the income statement. On classification as held for sale the assets are no longer depreciated. Comparative amounts are not adjusted. 39t. Retirement benefits The Group operates both defined benefit and defined contribution pension plans for its employees as well as post employment medical plans. For defined contribution plans the amount recognised in the income statement is the contributions paid or payable during the year. For defined benefit pension and post employment medical plans, full actuarial valuations are carried out at least every three years using the projected unit credit method and updates are performed for each financial year end. The average discount rate for the plans’ liabilities is based on AA rated corporate bonds of a suitable duration and currency or, where there is no deep market for such bonds, is based on government bonds. Pension plan assets are measured using year end market values. Remeasurements comprising actuarial gains and losses, movements in asset surplus restrictions and the return on scheme assets (excluding interest income) are recognised immediately in the statement of comprehensive income and are not recycled to the income statement. Any increase in the present value of plan liabilities expected to arise from employee service during the year is charged to operating profit. The net interest income or cost on the net defined benefit asset or liability is included in investment income or interest expense respectively. Past service cost is recognised immediately to the extent that the benefits are already vested and otherwise amortised on a straight line basis over the average period until the benefits vest. The retirement benefit obligation recognised on the balance sheet represents the present value of the deficit or surplus of the defined benefit plans. Any recognised surplus is limited to the present value of available refunds or reductions in future contributions to the plan. 39u. Share-based payments The Group makes equity settled share-based payments to certain employees, which are measured at fair value at the date of grant and expensed on a straight line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest. For those share schemes with market related vesting conditions, the fair value is determined using the Monte Carlo method at the grant date. The fair value of share options issued with non-market vesting conditions has been calculated using the Black Scholes model. For all other share awards, the fair value is determined by reference to the market value of the shares at the grant date. For all share schemes with non-market vesting conditions, the likelihood of vesting has been taken into account when determining the relevant charge. Vesting assumptions are reviewed during each reporting period to ensure they reflect current expectations. 39v. Black Economic Empowerment (BEE) transactions Where the Group disposes of a portion of a South African based subsidiary or operation to a BEE company at a discount to fair value, the transaction is considered to be a share-based payment (in line with the principle contained in South Africa interpretation AC 503 Accounting for Black Economic Empowerment (BEE) Transactions). The discount provided or value given is calculated in accordance with IFRS 2 and the cost, representing the fair value of the BEE credentials obtained by the subsidiary, is recorded in the income statement. 39w. Foreign currency transactions and translation Foreign currency transactions by Group companies are recognised in the functional currencies of the companies at the exchange rate ruling on the date of the transaction. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Gains and losses arising on retranslation are included in the income statement for the period and are classified as either operating or financing depending on the nature of the monetary item giving rise to them. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. On consolidation, the assets and liabilities of the Group’s foreign operations are translated into the presentation currency of the Group at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period where these approximate the rates at the dates of the transactions. Any exchange differences arising are classified within the statement of comprehensive income and transferred to the Group’s cumulative translation adjustment reserve. Exchange differences on foreign currency balances with foreign operations for which settlement is neither planned nor likely to occur in the foreseeable future, and therefore form part of the Group’s net investment in these foreign operations, are offset in the cumulative translation adjustment reserve. Cumulative translation differences are recycled from equity and recognised as income or expense on disposal of the operation to which they relate. Goodwill and fair value adjustments arising on the acquisition of foreign entities are treated as assets of the foreign entity and translated at the closing rate. 39x. Leases In addition to lease contracts, other significant contracts are assessed to determine whether, in substance, they are or contain a lease. This includes assessment of whether the arrangement is dependent on use of a specific asset and the right to use that asset is conveyed through the contract. Rental costs under operating leases are recognised in the income statement in equal annual amounts over the lease term. 166 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 40. RELATED UNDERTAKINGS OF THE GROUP The Group consists of the parent company, Anglo American plc, incorporated in the United Kingdom and its subsidiaries, joint operations, joint ventures and associates. In accordance with Section 409 of the Companies Act 2006 a full list of related undertakings, the country of incorporation and the effective percentage of equity owned as at 31 December 2016 is disclosed below. Unless otherwise disclosed all entities with an indirect equity holding of greater than 51% are considered subsidiary undertakings. See note 37 for the Group’s principal subsidiaries, joint operations, joint ventures and associates. Percentage of equity owned Registered address Country of incorporation(1)(2) Angola Anguilla(3) Argentina Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Belgium Belgium Belgium Name of undertaking De Beers Angola Holdings S.A. Carbones del Cerrejón Limited Minera Anglo American Argentina S.A. A.C.N. 127 881 510 Pty Ltd Anglo American Australia Finance Limited Anglo American Australia Holdings Pty Limited Anglo American Australia Limited Anglo American Exploration (Australia) Pty Ltd Anglo American Investments (Australia) Limited Anglo American Metallurgical Coal Assets Eastern Australia Limited Anglo American Metallurgical Coal Assets Pty Ltd Anglo American Metallurgical Coal Finance Ltd Anglo American Metallurgical Coal Holdings Limited Anglo American Metallurgical Coal Pty Ltd Anglo American Thermal Coal (Australia) Pty. Ltd. Anglo Coal (Archveyor Management) Pty Limited Anglo Coal (Capcoal Management) Pty Limited Anglo Coal (Contracting) Pty Ltd Anglo Coal (Dartbrook Management) Pty Limited Anglo Coal (Dartbrook) Pty Ltd Anglo Coal (Dawson Management) Pty Ltd Anglo Coal (Dawson Services) Pty Ltd Anglo Coal (Dawson South Management) Pty Ltd Anglo Coal (Dawson South) Pty Ltd Anglo Coal (Dawson) Holdings Pty Ltd Anglo Coal (Dawson) Limited Anglo Coal (Drayton Management) Pty Limited Anglo Coal (Drayton South Management) Pty Ltd Anglo Coal (Drayton South) Pty Ltd Anglo Coal (Drayton) No.2 Pty Limited Anglo Coal (Drayton) Pty Ltd Anglo Coal (German Creek) Pty Ltd Anglo Coal (Grasstree Management) Pty Limited Anglo Coal (Grosvenor Management) Pty Ltd Anglo Coal (Grosvenor) Pty Ltd Anglo Coal (Jellinbah) Holdings Pty Ltd Anglo Coal (Monash Energy) Holdings Pty Limited Anglo Coal (Moranbah North Management) Pty Limited Anglo Coal (Roper Creek) Pty Ltd Anglo Coal (Theodore South) Pty Ltd Anglo Operations (Australia) Pty Ltd Bowen Basin Coal Pty Ltd Dalrymple Bay Coal Terminal Pty Ltd Dartbrook Coal (Sales) Pty Ltd Dawson Coal Processing Pty Ltd Dawson Highwall Mining Pty Ltd Dawson Sales Pty Ltd Dawson South Sales Pty Ltd De Beers Australia Exploration Limited Drayton Coal (Sales) Pty. Ltd. Drayton Coal Shipping Pty. Limited German Creek Coal Pty. Limited Groote Eylandt Mining Company Pty Limited Grosvenor Sales Pty Ltd Jellinbah Group Pty Ltd Jellinbah Mining Pty Ltd Jellinbah Resources Pty Ltd Jena Pty. Limited JG Land Company Pty Ltd Lake Vermont Marketing Pty Ltd Lake Vermont Resources Pty Ltd Monash Energy Coal Ltd Monash Energy Pty Limited Moranbah North Coal (No2) Pty Ltd Moranbah North Coal (Sales) Pty Ltd Moranbah North Coal Pty Ltd QCMM (Lake Vermont Holdings) Pty Ltd QCMM Finance Pty Ltd Tasmanian Electro Metallurgical Company Pty Limited Tremell Pty Ltd De Beers Auction Sales Belgium NV Diamond Trading Company Proprietary Ltd NV International Institute of Diamond Grading and Research Bermuda (Belgium) NV Coromin Limited See page 174 for footnotes. 85% Rua Rainha Ginga 87 9º andar, Luanda, Caixa Postal 4031 33% Calle 100 No. 19-54 Piso 12. Bogota, Colombia 100% San Martin 1167 Piso 2° Mendoza 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100%(4) Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 23% Level 7, Comalco Place, 12 Creek Street, Brisbane, QLD 4000 25% Martin Armstrong Drive, Hay Point via Mackay, QLD 4741 84% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 51% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 51% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 85% 896 Beaufort Street, Suite 4, Inglewood, WA 6052 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 88% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 70% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 40% Level 235,108 St Georges Terrace, Perth, WA 6000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 33% Level 7, Comalco Place, 12 Creek Street, Brisbane, QLD 4000 33% Level 7, Comalco Place, 12 Creek Street, Brisbane, QLD 4000 33% Level 7, Comalco Place, 12 Creek Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 23% Level 7, Comalco Place, 12 Creek Street, Brisbane, QLD 4000 33% Level 7, Comalco Place, 12 Creek Street, Brisbane, QLD 4000 33% Level 7, Comalco Place, 12 Creek Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 50% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 88% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 100% Level 11, 201 Charlotte Street, Brisbane, QLD 4000 33% Level 7, Comalco Place, 12 Creek Street, Brisbane, QLD 4000 33% Level 7, Comalco Place, 12 Creek Street, Brisbane, QLD 4000 40% Level 235, 108 St Georges Terrace, Perth, WA 6000 33% Level 7, Comalco Place, 12 Creek Street, Brisbane, QLD 4000 85% 8th Floor, 21 Schupstraat, 2018 Antwerp 85% 21 Schupstraat, 2018 Antwerp 85% 21 Schupstraat, 2018 Antwerp 100% Clarendon House, 2 Church Street, Hamilton Anglo American plc Annual Report 2016 167 Financial statements ADDITIONAL DISCLOSURES 40. RELATED UNDERTAKINGS OF THE GROUP continued Country of incorporation(1)(2) Bermuda Botswana Botswana Botswana Name of undertaking Holdac Limited Ambase Exploration (Botswana) (Pty) Ltd Ambase Prospecting (Botswana) (Pty) Ltd Anglo American Bokamoso (Pty) Ltd Percentage of equity owned Registered address 100% Clarendon House, 2 Church Street, Hamilton 100% 1st Floor, Mokolwane House, Plot 67978, Fairground, Gaborone 100% 1st Floor, Mokolwane House, Plot 67978, Fairground, Gaborone 100% c/o KPMG, Chartered Accountants, Plot 67977, Off Tlokweng Road, Fairground, PO Box 1519, Gaborone Anglo American Corporation Botswana (Services) Limited Anglo Coal Botswana (Pty) Ltd Broadhurst Primary School (Pty) Ltd De Beers Botswana (Pty) Ltd De Beers Global Sightholder Sales (Pty) Ltd De Beers Holdings Botswana (Pty) Ltd Debswana ART Fund Trust Debswana Diamond Company (Pty) Ltd Diamond Trading Company Botswana (Pty) Ltd Rainbow Gas and Coal Exploration (Pty) Ltd Sesiro Insurance Company (Pty) Ltd 100% Plot 67977, Fairground Office Park, Gaborone 100% Plot 67977, Fairground Office Park, Gaborone 29% Plot 64288 Airport Road, Block 8, Gaborone 85% 3rd Floor, DTCB Building, Plot 63016, Block 8, Airport Road, Gaborone 85% 3rd Floor, DTCB Building, Plot 63016, Block 8, Airport Road, Gaborone 85% 5th Floor, Debswana House, Main Mall, Gaborone 43% Plot 64288, Airport Road, Block 8, Gaborone 43%(5) Plot 64288, Airport Road, Block 8, Gaborone 43% Plot 63016, Airport Road, Block 8, Gaborone 51% Plot 67977, Fairground Office Park, Gaborone 43% First Floor Debswana Corporate Centre, Plot 64288, Airport Road, Block 8, The Diamond Trust Anglo American Consultoria em Minério de Ferro Ltda. Gaborone 21% Debswana House, The Mall, Gaborone 100% Rua Maria Luiza Santiago, nº. 200, 16º andar (parte), bairro Santa Lúcia, CEP 30360-740, Belo Horizonte, Minas Gerais Anglo American Investimentos - Minério de Ferro Ltda. 100% Rua Maria Luiza Santiago, nº. 200, 16º andar, sala 1603, bairro Santa Lúcia, CEP 30360-740, Belo Horizonte, Minas Gerais Anglo American Minério de Ferro Brasil S.A. 100% Rua Maria Luiza Santiago, nº. 200, 16º andar, sala 1601, bairro Santa Lucia, CEP 30360-740, Belo Horizonte, Minas Gerais Anglo American Níquel Brasil Ltda. 100% Rua Maria Luiza Santiago, nº. 200, 20º andar (parte), Santa Lúcia, CEP 30360- Anglo American Participações Minério de Ferro Ltda. 100% Rua Maria Luiza Santiago, nº. 200, 16º andar, sala 1602, bairro Santa Lúcia, Anglo Ferrous Brazil Participações S.A. 100% Rua Maria Luiza Santiago, nº. 200, 20º andar (parte), bairro Santa Lúcia, CEP 30360-740, Belo Horizonte, Minas Gerais 740, Belo Horizonte, Minas Gerais Coruripe Participações Ltda. Element Six Ltda. Ferroport Logística Comercial Exportadora S.A. CEP 30360-740, Belo Horizonte, Minas Gerais 100% Rua Maria Luiza Santiago, nº. 200, 16º andar (parte), bairro Santa Lúcia, CEP 30360-740, Belo Horizonte, Minas Gerais 51% Rua da Consolação, 368, 15º andar Consolação, São Paulo 50% Rua da Passagem, nº. 123, 11º andar, sala 1101, Botafogo, CEP 22290-030, Rio de Janeiro/RJ GD Empreendimentos Imobiliários S.A. Gespa Gesso Paulista Ltda. 33% Rua Visconde de Ouro Preto, nº. 5, 11º andar (parte), Botafogo, Rio de Janeiro/RJ 100% Rua Maria Luiza Santiago, nº. 200, 16º andar (parte), bairro Santa Lúcia, CEP Guaporé Mineração Ltda. Instituto Anglo American Brasil Mineração Itamaracá Ltda. Mineração Tanagra Ltda. Mineração Tariana Ltda. Morro do Níquel Ltda. 30360-740, Belo Horizonte, Minas Gerais 49% Avenida Paulista, nº. 2.300, 10º andar (parte), CEP 01.310-300, São Paulo/SP 100% Avenida Paulista, nº. 2.300, 10º andar, CEP 01.310-300, São Paulo/SP 100% Rua Maria Luiza Santiago, nº. 200, 16º andar (parte), bairro Santa Lúcia, CEP 30360-740, Belo Horizonte, Minas Gerais 49% Rua Maria Luiza Santiago, nº. 200, 20º andar (parte), bairro Santa Lúcia, CEP 30360-740, Belo Horizonte, Minas Gerais 100% Rua Maria Luiza Santiago, nº. 200, 16º andar (parte), bairro Santa Lúcia, CEP 30360-740, Belo Horizonte, Minas Gerais 100% Rua Maria Luiza Santiago, nº. 200, 16º andar (parte), bairro Santa Lúcia, CEP 30360-740, Belo Horizonte, Minas Gerais Câmara De Comércio Brasil República Sul Africana Anglo American Services (International) Limited 100% Avenida Paulista, nº. 2.300, 10º andar, Cerqueira César, São Paulo/SP 100% 9 Columbus Centre, Pelican Drive, P.O. Box 805, Road Town, Tortola, VG1110 De Beers Angola Investments Limited 68% 9 Columbus Centre, Pelican Drive, Road Town, Tortola De Beers Angola Prospecting Pty Ltd 68% Midocean Management and Trust Services (BVI) Limited, Midocean Chambers, De Beers Centenary Angola Properties Ltd 85% Midocean Chambers, 9 Columbus Centre, Pelican Drive, Road Town, Tortola P.O. Box 805, Road Town, Tortola Delibes Holdings Limited 85% 9 Columbus Centre, Pelican Drive, P.O. Box 805, Road Town, Tortola, VG1110 Highbirch Ltd 100% 9 Columbus Centre, Pelican Drive, P.O. Box 805, Road Town, Tortola, VG1110 Loma de Niquel Holdings Limited 94% Craigmuir Chambers, P.O. Box 71, Road Town, Tortola Scallion Limited 85% Midocean Chambers, 9 Columbus Centre, Pelican Drive, Road Town, Tortola 0912055 BC Ltd 4259785 Canada Inc. Anglo American Exploration (Canada) Ltd. Belcourt Saxon Coal Limited Belcourt Saxon Coal Limited Partnership De Beers Canada Holdings Inc. De Beers Canada Inc. Kaymin Resources Limited Peace River Coal Inc. Canada Cayman Islands(6) Cheviot Holdings Limited Chile Chile Chile Chile Anglo American Chile Inversiones S.A. Anglo American Chile Ltda Anglo American Sur S.A. Compañía Minera Doña Inés de Collahuasi SCM Chile Compañía Minera Westwall S.C.M. See page 174 for footnotes. 168 Anglo American plc Annual Report 2016 100% Suite 2400, 745 Thurlow Street, Vancouver, BC V6E 0C5 85% 333 Bay Street, Suite 2400, Toronto, ON M5H2T6 100% Suite 800, 700 West Pender Street, Vancouver, BC V6C 1G8 50% 1600-925 West Georgia Street, Vancouver, BC V6C 3L2 50% 1600-925 West Georgia Street, Vancouver, BC V6C 3L2 85% 2400-333 Bay Street, Toronto, ON M5H2T6 85% 2400-333 Bay Street, Toronto, ON M5H2T6 78% McCarthy Tetrault LLP, Pacific Centre, PO Box 10424, Suite 1300, 777 Dunsmuir Street, Vancouver, BC V7Y 1K2 100% Suite 2400, 745 Thurlow Street, Vancouver, BC V6E 0C5 85% Maples and Calder, P.O. Box 309, George Town, Grand Cayman 100% Av. Pedro de Valdivia 291, Santiago 100% Av. Pedro de Valdivia 291, Santiago 50% Av. Pedro de Valdivia 291, Santiago 44% Avenida Andres Bello 2687, Piso 11 Edif. el Pacifico, Las Condes, Santiago, Región Metropolitana 50% Av. Pedro de Valdivia 291, Santiago Botswana Botswana Botswana Botswana Botswana Botswana Botswana Botswana Botswana Botswana Botswana Botswana Brazil Brazil Brazil Brazil Brazil Brazil Brazil Brazil Brazil Brazil Brazil Brazil Brazil Brazil Brazil Brazil Brazil Brazil British Virgin Islands British Virgin Islands British Virgin Islands British Virgin Islands British Virgin Islands(6) British Virgin Islands(6) British Virgin Islands(6) British Virgin Islands(6) Canada Canada Canada Canada Canada Canada Canada Canada FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 40. RELATED UNDERTAKINGS OF THE GROUP continued Country of incorporation(1)(2) Chile Chile Chile China China China China China Colombia Colombia Colombia Cyprus(6) Cyprus(6) Cyprus(6) Democratic Republic of Congo Democratic Republic of Congo Finland Gabon Germany Germany Germany Guernsey Hong Kong Hong Kong Hong Kong Hong Kong Hong Kong Hong Kong Hong Kong Hong Kong India India India India India India India India India India Indonesia Indonesia Ireland Ireland Ireland Ireland Ireland Ireland Ireland Ireland Isle of Man Isle of Man Israel Israel Italy Italy Japan Japan Japan Japan Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Name of undertaking Inversiones Anglo American Norte S.A. Inversiones Anglo American Sur S.A. Inversiones Minorco Chile S.A. De Beers Jewellers Commercial (Shanghai) Co., Ltd Element Six Hard Materials (Wuxi) Co., Ltd Element Six Trading (Shanghai) Co., Ltd Forevermark Marketing Shanghai Company Limited Platinum Guild International (Shanghai) Co., Ltd Anglo American Colombia Exploration S.A. Carbones del Cerrejón Limited Cerrejón Zona Norte S.A. Anglo American Amcoll (UK) Limited Anglo American Chile Investments (UK) Limited Anglo American Clarent (UK) Limited Ambase Exploration Africa (RDC) SPRL Percentage of equity owned Registered address 100% Av. Pedro de Valdivia 291, Santiago 100% Av. Pedro de Valdivia 291, Santiago 100% Av. Pedro de Valdivia 291, Santiago 43% Room 1707B, 17F, Plaza 66, No. 1266 West Nanjing Road, Shanghai 51% No. 105-1, Xinjin Road, Meicun, Wuxi New District, Jiangsu Province, 214112 51% 2802A, Chong Hing Finance Centre, No. 288 Nan Jing Road West, Huang Pu District, Shanghai, 200003 85% Unit 01 & 08 40F, Park Place No 1601, Nan Jing Road (W), Shanghai 78% Room 601, L’avenue, 99 XianXia Road, Shanghai, 200051 100% Avenida Carrera 9a # 115 – 06/30 Oficina 1702, Bogotá 33% Calle 100 19-54, 12th Floor, Bogotá 33% Calle 100 19-54, 12th Floor, Bogotá 100% Themistokli Dervi, 3, Julia House, 1066, Nicosia 100% Themistokli Dervi, 3, Julia House, 1066, Nicosia 100% Themistokli Dervi, 3, Julia House, 1066, Nicosia 100% No. 510 LP, Avenue Sumahili, Quartier Golf, Commune De Lubumbashi, Lubumbashi De Beers DRC Exploration SARL 85% 14, Avenue Sergent Moke, Commune de Ngaliema, Kinshasa AA Sakatti Mining Oy Samancor Gabon SA Anglo Exploration GmbH Element Six GmbH (DECAR) Hydrogenious Technologies GmbH Intersea Pension Services Ltd De Beers Auction Sales Holdings Ltd De Beers Auction Sales Hong Kong Ltd De Beers Diamond Jewellers (Hong Kong) Limited Diamdel (Hong Kong) Limited Diamdel Holdings Limited Element Six Ltd Forevermark Limited Platinum Guild International (Hong Kong) Limited Anglo American (India) Private Limited Anglo American Exploration (India) Private Limited Anglo American Services (India) Private Limited De Beers India Private Limited 100% AA Sakatti Mining Oy, Tuohiaavantie 2, 99600 Sodankylä 40% Immeuble 2 AG, Libreville, 4660 100% D 12163, Berlin 51% Staedeweg 18, 36151, Burghaun 27% Weidenweg 13, 91058 Erlangen 85% Albert House, South Esplanade, St Peter Port, Guernsey, Channel Islands 85% Unit 1001,10/F Unicorn Trade Centre, 127-131 Des Voeux Road, Central 85% Unit 1001,10/F Unicorn Trade Centre, 127-131 Des Voeux Road, Central 43% 24th Floor, Oxford House, 979 King's Road, Taikoo Place, Island East 85% Unit 1001,10/F Unicorn Trade Centre, 127-131 Des Voeux Road, Central 85% Unit 1001,10/F Unicorn Trade Centre, 127-131 Des Voeux Road, Central 51% 15/F Chung Hing Commercial Building, 62-63 Connaught Road, Central 85% 2602B, 2603, 2604, 2605, 2606, 26th floor Kinwick Centre, 32 Hollywood Road, Central 78% Suites 2901-2, Global Trade Square, No. 21 Wong Chuk Hang Road 100% A-1/292, Janak Puri, New Delhi, 110058 100% A-1/292, Janak Puri, New Delhi, 110058 100% A-1/292, Janak Puri, New Delhi, 110058 85% Advanced Business Centre, 83 Maker Chambers VI, Nariman Point, Mumbai, 400 021 DTC Marketing India Private Limited Forevermark Diamonds Private Limited 85% Peninsula Chambers, Ganpatrao Kadam Marg, Mumbai, Maharashtra, 400 013 85% Advanced Business Centre, 83 Maker Chambers VI, Nariman Point, Hindustan Diamond Company Private Limited 43% E-6010, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra (East), Mumbai, 400 021 Inglewood Minerals Private Limited International Institute of Diamond Grading & Research India Private Limited Platinum Guild India Private Limited PT Anglo American Indonesia PT Minorco Services Indonesia Alluvium Limited CMC-Coal Marketing Designated Activity Company Coromin Insurance (Ireland) DAC Element Six (Holdings) Limited Element Six (Trade Marks) Element Six Abrasives Treasury Limited Element Six Limited Element Six Treasury Limited Element Six (Isle of Man) Corporate Trustee Limited Element Six Limited De Beers Auction Sales Israel Ltd Diamdel Diamonds Ltd Anglo American Italy Forevermark Italy S.R.L. De Beers Diamond Jewellers Ltd (Japan) Element Six Ltd Forevermark KK PGI KK A.R.H. Investments Limited A.R.H. Limited Anglo African Exploration Holdings Limited Anglo American Exploration Colombia Limited Anglo American Exploration Overseas Holdings Limited Anglo American Ferrous Investments (Overseas) Limited Anglo American Finance Overseas Holdings Limited Anglo American Finland Holdings 1 Limited Anglo American Finland Holdings 2 Limited Anglo American Liberia Holdings Limited Anglo American Michiquillay Peru Limited Mumbai, 400051 100% A-1/292, Janak Puri, New Delhi, 110058 85% Advanced Business Centre, 83 Maker Chambers VI, Nariman Point, Mumbai, 400 021 78% Notan Classic, 3rd Floor, 114 Turner Road, Bandra West, Mumbai, 400 050 100% Pondok Indah Office Tower 3, 17th Floor, Jl. Sultan Iskandar Muda, Pondok Indah, Jakarta 12310 100% Belagri Hotel, Jl. Raja Ampat, No 1 Kampung Baru, Sorong, Papua Barat 100% Shannon Airport, Shannon, Co. Clare 33% Fumbally Square, New Street, Dublin D08 XYA5 100% Fourth Floor, 25/28 Adelaide Road, Dublin 51% Shannon Airport, Shannon, Co. Clare 51% Shannon Airport, Shannon, Co. Clare 51% Shannon Airport, Shannon, Co. Clare 51% Shannon Airport, Shannon, Co. Clare 85% Shannon Airport, Shannon, Co. Clare 85% Isle of Man Freeport, PO Box 6, Ballasalla 85% Isle of Man Freeport, PO Box 6, Ballasalla 85% 21 Toval Street, Ramat Gan, 52522 85% 21 Toval Street, Ramat Gan, 52522 100% Via Melchiorre Gioia, 8, 20124 Milano 85% Via Burlamacchi Francesco 14, 20135, Milan 43% 1-1, Hirakawacho 2-chome, Chiyoda-ku, Tokyo, Japan K.K. 51% 9F PMO Hatchobori, 3-22-13 Hatchobori, Chuo-ku, Tokyo, 104 85% New Otani Garden Court 7th Floor, 4-1 Kioi-cho, Chiyoda-ku, Tokyo 78% Imperial Hotel Tower 17F, 1-1-1 Uchisaiwai-cho, Chiyoda-ku, Tokyo, 100-8575 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100%(7) 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG See page 174 for footnotes. Anglo American plc Annual Report 2016 169 Financial statements ADDITIONAL DISCLOSURES 40. RELATED UNDERTAKINGS OF THE GROUP continued Country of incorporation(1)(2) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Jersey(6) Liberia Liberia(6) Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Macau Madagascar Malta(6) Malta Mauritius Mauritius Name of undertaking Anglo Australia Investments Limited Anglo Coal International Limited Anglo Diamond Investments Limited Anglo Iron Ore Investments Limited Anglo Loma Investments Limited Anglo Operations (International) Limited Anglo Peru Investments Limited Anglo Quellaveco Limited Anglo Venezuela Investments Limited Aval Holdings Limited Anglo American Buttercup Company Limited Cencan plc De Beers Investments plc De Beers Exploration Holdings Limited De Beers Holdings Investments Limited De Beers plc Anglo American Hermitage Limited IIDGR Holdings Limited Anglo American Midway Investment Limited Minorco Limited Minorco Peru Holdings Limited Minpress Investments Limited Anglo American Venezuela Corporation Limited Anglo South American Investments Limited Anglo American Kumba Exploration Liberia Ltd Anglo American Corporation de Chile Holdings Limited Ambras Holdings Sarl Ammin Coal Holdings Anglo American Capital Luxembourg Anglo American Luxembourg Element Six Abrasives S.A. Element Six S.A. Element Six Ventures Sarl KIO Exploration Liberia Sarl Kumba International Trading Sarl Kumba Iron Ore Holdings Sarl De Beers Diamond Jewellers (Macau) Company Limited Societe Civille De Prospection De Nickel A Madagascar Element Six Technologies Holding Ltd Element Six Technologies Ltd Anglo American International Limited De Beers Centenary Mauritius Limited Percentage of equity owned Registered address 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 85% 44 Esplanade, St Helier, JE4 9WG 85% 44 Esplanade, St Helier, JE4 9WG 85% 44 Esplanade, St Helier, JE4 9WG 85% 44 Esplanade, St Helier, JE4 9WG 85% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 85% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 100% 44 Esplanade, St Helier, JE4 9WG 35% The David A. B. Jallah Law Firm, P.O. Box 4069, Broad and Johnson Streets, Monrovia 100% 80 Broad Street, Monrovia 100%(8) 48, rue de Bragance, Luxembourg, L-1255 100% 48, rue de Bragance, Luxembourg, L-1255 100% 48, rue de Bragance, Luxembourg, L-1255 100% 48, rue de Bragance, Luxembourg, L-1255 51% 48, rue de Bragance, Luxembourg, L-1255 85% 48, rue de Bragance, Luxembourg, L-1255 85% 48, rue de Bragance, Luxembourg, L-1255 70% 11-13 Boulevard de la Foire, L-1528 53% 11-13 Boulevard de la Foire, L-1528 53% 48, rue de Bragance, Luxembourg, L-1255 43% Avenida da Praia Grande, no 409, China Law Building 16/F - B79 32% 44 Main Street, Johannesburg, 2001 85% Leicester Court, Suite 2, Edgar Bernard Street, Gzira, GZR 1702 85% Leicester Court, Suite 2, Edgar Bernard Street, Gzira, GZR 1702 100% 2nd Floor, The AXIS26 Bank Street, Cybercity Ebene, 72201 85% C/o Cim Corporate Services Ltd, Les Cascades Building, 33, Edith Cavell Street, Port Louis Mauritius De Beers Mauritius Holdings Private Ltd 85% C/o Cim Corporate Services Ltd, Les Cascades Building, 33, Edith Cavell Street, Port Louis Mauritius De Beers Mauritius Private Ltd 85% C/o Cim Corporate Services Ltd, Les Cascades Building, 33, Edith Cavell Street, Port Louis Mauritius Mexico Inglewood Holdings Limited Anglo American Mexico S.A. de C.V. 100% St Louis Business Centre, Cnr Desroches & St Louis Streets, Port Louis 100% C/o Chavero Y Asociados, S.C., Medanos No. 169 Colonia Las Aquilas Delegacion Alvaro Obrego Mexico Servicios Anglo American Mexico S.A. de C.V. 100% Sanchez Mejorada, Velasco y Ribe, S.C., Paseo de la Reforma No. 450 Col. Lomas Mongolia Mozambique Anglo American Development LLC Anglo American Corporation Moçambique Servicos 100% Blue Sky Tower, Peace Avenue-17, Ulaanbaatar, 14240 100% 7th Flr Predio 33 Andares 25 De Setembro, 1230 de Chaptultepec 11000, D.F. Limitada Mozambique Mozambique Anglo American Corporation Mozambique Ltd Anglo American Moçambique Limitada 100% 7th, 25 Setembro Ave, Maputo 90% Pestana Rovuma Hotel Office Centre, 5th Floor / 5º Andar, Rua da Sé No. 114, Namibia Namibia Namibia Namibia Namibia Namibia Namibia Namibia Namibia Namibia Namibia Namibia Namibia Namibia Namibia Netherlands(6) Netherlands(6) Netherlands(6) Netherlands(6) Netherlands(6) Netherlands(6) Netherlands(6) Netherlands(6) Ambase Prospecting (Namibia) (Pty) Ltd De Beers Marine Namibia (Pty) Ltd De Beers Namibia Holdings (Pty) Ltd Debmarine Namdeb Foundation DTC Valuations Namibia (Pty) Ltd Exclusive Properties (Pty) Ltd Longboat Trading (Pty) Ltd Marmora Mines and Estates Limited Namdeb Diamond Corporation (Pty) Ltd Namdeb Holdings (Pty) Ltd Namdeb Hospital Pharmacy (Pty) Ltd Namdeb Properties (Pty) Ltd Namibia Diamond Trading Company (Pty) Ltd Oranjemund Town Management Company (Pty) Ltd Oranjemund Private Hospital (Pty) Ltd AA Holdings Argentina B.V. Anglo American (NA) 1 B.V. Anglo American (NA) 3 B.V. Anglo American Exploration B.V. Anglo American Exploration (India) B.V. Anglo American Exploration (Philippines) B.V. Anglo American India Holdings B.V. Anglo American International B.V. See page 174 for footnotes. 170 Anglo American plc Annual Report 2016 Maputo 100% 24 Orban Street, Klein Windhoek, Windhoek, PO Box 30, Windhoek 43% 4th Floor, Namdeb Centre, 10 Dr Frans Indongo Street, Windhoek 85% 6th floor, Namdeb Centre, 10 Dr Frans Indongo Street, Windhoek 43% 10th Floor Namdeb Centre 10 Dr Frans Indongo Street, Windhoek 85% 4th Floor, Namdeb Centre, 10 Dr Frans Indongo Street, Windhoek 43% 10th Floor, Namdeb Centre, 10 Dr Frans Indongo Street, Windhoek 100% 15 Albert Wessels Street, Northern Industrial, Windhoek 28% 10th Floor Namdeb Centre 10 Dr Frans Indongo Street, Windhoek 43% Namdeb Centre, 10 Dr Frans Indongo Street, Windhoek 43% 10th Floor Namdeb Centre, 10 Dr Frans Indongo Street, Windhoek 43% 10th Floor Namdeb Centre, 10 Dr Frans Indongo Street, Windhoek 43% 10th Floor Namdeb Centre, 10 Dr Frans Indongo Street, Windhoek 43% Namdeb Centre, 10 Dr Frans Indongo Street, Windhoek 43% 10th Floor Namdeb Centre, 10 Dr Frans Indongo Street, Windhoek 43% 10th Floor Namdeb Centre, 10 Dr Frans Indongo Street, Windhoek 100% 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom 100% 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom 100% 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom 100% 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom 100% 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom 100% 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom 100% 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom 100% 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 40. RELATED UNDERTAKINGS OF THE GROUP continued Country of incorporation(1)(2) Netherlands(6) Netherlands(6) Netherlands Netherlands(6) Netherlands Netherlands Netherlands(6) Netherlands(6) Netherlands(6) Papua New Guinea Peru Peru Peru Peru Peru Peru Philippines Philippines Philippines Portugal Singapore Singapore Singapore Singapore Singapore South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa Name of undertaking Anglo American Netherlands B.V. Anglo Operations (Netherlands) B.V. Element Six N.V. Erabas B.V. Indiapro B.V. Kumba International B.V. Loma de Niquel Holdings B.V. Minorco Exploration (Indonesia) B.V. Tarmac International Holdings B.V. Anglo American Exploration PNG Limited Anglo American Michiquillay S.A. Anglo American Peru S.A. Anglo American Quellaveco S.A. Anglo American Servicios Perú S.A. Asociación Michiquillay Asociación Quellaveco Anglo American Exploration (Philippines) Inc. Percentage of equity owned Registered address 100% 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom 100% 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom 85% De Nieuwe Erven 2, 5431 NT, Cuijk 78% 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom 51% Beversestraat 20, 5431 SH, Cuijk 70% Stationsplein 8K, Maastricht, 6221 BT 100% 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom 100% 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom 100% 20 Carlton House Terrace, London, SW1Y 5AN, United Kingdom 100% Allens, Level 6, Mogoru Moto Building, Champion Parade, Port Moresby, National Capital District 100% Calle Esquilache 371, Piso 10, San Isidro, Lima 27 100% Calle Esquilache 371, Piso 10, San Isidro, Lima 27 82% Calle Esquilache 371, Piso 10, San Isidro, Lima 27 100% Calle Esquilache 371, Piso 10, San Isidro, Lima 27 100% Calle Esquilache 371, Piso 10, San Isidro, Lima 27 100% Calle Esquilache 371, Piso 10, San Isidro, Lima 27 100% 27th Floor, Tower 2, The Enterprise Centre, 6766 Ayala Avenue corner Minphil Exploration Co Inc. Northern Luzon Exploration & Mining Co Inc. Anglo American Corporation De Portugal SARL Anglo American Exploration (Singapore) Pte. Ltd. Anglo American Mongolia Holdings Pte. Ltd. De Beers Auction Sales Singapore Pte. Ltd. Kumba Singapore Pte. Ltd. MR Iron Ore Marketing Services Singapore Pte. Ltd. ACRO (Hanise) (Pty) Ltd A E F Mining Services (Pty) Ltd Africa Pipe Industries North (Pty) Ltd Almenta 127 (Pty) Ltd Amaprop Townships Limited Ambase Investment Africa (Botswana) (Pty) Ltd Ambase Investment Africa (DRC) (Pty) Ltd Ambase Investment Africa (Mozambique) (Pty) Ltd Ambase Investment Africa (Namibia) (Pty) Ltd Ambase Investment Africa (Tanzania) (Pty) Ltd Ambase Investment Africa (Zambia) (Pty) Ltd Amcoal Collieries Recruiting Organisation (Pty) Limited Ampros (Pty) Ltd Anglo American Corporation of South Africa (Pty) Ltd Anglo American EMEA Shared Services (Pty) Ltd Anglo American Farms (Pty) Ltd Anglo American Farms Investment Holdings (Pty) Ltd Anglo American Group Employee Shareholder Nominees Paseo de Roxas, Makati City 40% 27 Phitex Building, Brixton Street, Pasig, Metro Manila 40% 27 Phitex Building, Brixton Street, Pasig, Metro Manila 95% 244 Avenida Da Liberdade, Lisbon 100% 10 Collyer Quay, #38-00 Ocean Financial Centre, 049315 100% 10 Collyer Quay, #38-00 Ocean Financial Centre, 049315 85% 10 Collyer Quay, #03-04 Ocean Financial Centre, 049315 53% 10 Collyer Quay, #38- 00 Ocean Financial Centre, 049315 50% 10 Collyer Quay, #38- 00 Ocean Financial Centre, 049315 100% 44 Main Street, Gauteng, 1627 25% Zommerlust Building, Rietbok Road, Kathu, 8446 39% 55 Marshall Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 2nd Floor, Genesis House, 27 Fricker Road, Illovo, 2196 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 55 Marshall Street Johannesburg, 2001 100% 2nd Floor, Genesis House, 27 Fricker Road, Illovo, 2196 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% Vergelegen Wine Estate, Lourensford Road, Somerset West, 7130 100% Vergelegen Wine Estate, Lourensford Road, Somerset West, 7130 100% 44 Main Street, Johannesburg, 2001 (Pty) Ltd Anglo American Inyosi Coal (Pty) Ltd Anglo American Platinum Limited Anglo American Properties Limited Anglo American Prospecting Services (Pty) Ltd Anglo American SA Finance Limited Anglo American Sebenza Fund (Pty) Ltd Anglo American SEFA Mining Fund (Pty) Ltd Anglo American South Africa Limited Anglo American Zimele (Pty) Ltd Anglo American Zimele Community Fund (Pty) Ltd Anglo American Zimele Green Fund (Pty) Ltd Anglo Coal Investment Africa (Botswana) (Pty) Ltd Anglo Corporate Enterprises (Pty) Ltd Anglo Inyosi Coal Security Company Limited Anglo Operations (Pty) Ltd Anglo Platinum Management Services (Pty) Ltd Anglo South Africa (Pty) Ltd Anglo South Africa Capital (Pty) Ltd Anglo Ventures (SA) (Pty) Ltd Anglo American Zimele Business Support Services (Pty) Ltd Anseld Holdings Proprietary Limited Asambeni Mining Solutions (Pty) Ltd Atomatic Trading (Pty) Ltd Balgo Nominees (Pty) Ltd Blinkwater Farms 244KR (Pty) Ltd Blue Lounge Trading 129 (Pty) Ltd Blue Steam Investments (Pty) Ltd Boikgantsho Platinum Mine (Pty) Ltd Bokoni Platinum Holdings (Pty) Ltd Bokoni Platinum Mines (Pty) Ltd Butsanani Energy Investment Holdings (Pty) Ltd Chamfron Limited Colliery Training College (Pty) Ltd Copper Moon Trading 567 (Pty) Ltd Cytobex (Pty) Ltd 73% 44 Main Street, Johannesburg, 2001 78% 55 Marshall Street, Johannesburg, 2001 100% 2nd Floor, Genesis House, 27 Fricker Road, Illovo, 2196 100% 55 Marshall Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 50% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 55 Marshall Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 78% 55 Marshall Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 55 Marshall Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 56% 44 Main Street, Johannesburg, 2001 58% 55 Marshall Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 78% 55 Marshall Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 37% 5 Jellicoe Avenue, Rosebank, Johannesburg, 2196 38% 82 Grayston Drive, Sandton, Johannesburg, 2196 38% 4th Floor Atholl, Johannesburg, 2916 38% 4th Floor Atholl, Johannesburg, 2916 33% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 56% Cnr OR Tambo & Stevenson Str, Klipfontein, Emalahleni, 1034 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 See page 174 for footnotes. Anglo American plc Annual Report 2016 171 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 40. RELATED UNDERTAKINGS OF THE GROUP continued Country of incorporation(1)(2) South Africa South Africa South Africa South Africa South Africa South Africa South Africa Name of undertaking Cytoblox (Pty) Ltd Cytobuzz (Pty) Ltd Damelin Emalahleni (Pty) Ltd Danjan (Pty) Ltd DBCM Holdings (Pty) Ltd De Beers Consolidated Mines (Pty) Ltd De Beers Group Services (Pty) Ltd Percentage of equity owned Registered address 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 20% Cnr OR Tambo and Beatrix Avenue, Witbank, 1035 51% 210 Cumberland Avenue, Bryanston, Gauteng, 2021 63% 36 Stockdale Street, Kimberley, 8301 63%(9) 36 Stockdale Street, Kimberley, 8301 85% De Beers House, Corner Diamond Drive and Crownwood Road, Theta, Johannesburg, 2013 South Africa De Beers Marine (Pty) Ltd 85% De Beers House, Corner Diamond Drive and Crownwood Road, Theta, Johannesburg, 2013 South Africa De Beers Matlafalang Business Development (Pty) Ltd 63% De Beers House, Corner Diamond Drive and Crownwood Road, Theta, Johannesburg, 2013 South Africa De Beers Sightholder Sales South Africa (Pty) Ltd 63% De Beers House, Corner Diamond Drive and Crownwood Road, Theta, South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa De Beers Small Business Start Up Fund (Pty) Ltd Dido Nominees (Pty) Ltd DMS Powders (Pty) Ltd Dream Weaver Trading 140 (Pty) Ltd Element Six (Production) (Pty) Ltd Element Six (Pty) Ltd Element Six South Africa (Pty) Ltd Element Six Technologies (Pty) Ltd Elipsis Blue Trading 43 (Pty) Ltd Enanticept (Pty) Ltd Fermain Nominees (Pty) Ltd Fundirite (Pty) Ltd Ga-Phasha Platinum Mine (Pty) Ltd Godisa Supplier Development Fund (Pty) Ltd Golden Pond Trading 248 (Pty) Ltd High Ground Investments Limited HL & H Timber Processors (Pty) Ltd Hoddle Investment Holdings 6 (Pty) Ltd Hotazel Manganese Mines (Pty) Ltd Identity Development Fund Managers (Pty) Ltd Ingagane Colliery (Pty) Ltd Invincible Trading 14 (Pty) Ltd KIO Investments Holdings (Pty) Ltd Kumba BSP Trust Kumba Iron Ore Limited Kwanda Platinum Mine (Pty) Ltd Lansan Investment Holdings (Pty) Ltd Lebowa Platinum Mines Limited Lexshell 49 General Trading (Pty) Ltd Lexshell 688 Investments (Pty) Ltd Longboat (Pty) Ltd Longmeadow Home Farm (Pty) Ltd Mafube Coal Mining (Pty) Ltd Main Place Holdings Limited Main Street 1252 (Pty) Ltd Manganore Iron Mining Limited Manngwe Mining (Pty) Ltd Maotsi Stone Crushers (Pty) Ltd Marikana Ferrochrome Limited Marikana Minerals (Pty) Ltd Masa Chrome Company (Pty) Ltd Matthey Rustenburg Refiners(Pty)Ltd Meruka Mining (Pty) Ltd Micawber 146 (Pty) Ltd Middelplaats Manganese (Pty) Ltd Mindset Coal Consultancy Services CC Modikwa Mining Personnel Services (Pty) Ltd Modikwa Platinum Mine (Pty) Ltd Mogalakwena Platinum Mines Mototolo Holdings (Pty) Ltd Muvhuso Minerals (Pty) Ltd Ndowana Exploration (Pty) Ltd Newshelf 480 (Pty) Ltd Newshelf 1316 (Pty) Ltd Nkangala Bucket Repair Services (Pty) Ltd Norsand Holdings (Pty) Ltd Peglerae Hospital (Pty) Ltd Peruke (Pty) Ltd PGM Investment Company (Pty) Ltd Phola Coal Processing Plant (Pty) Ltd Platmed Properties (Pty) Ltd Platmed(Pty)Ltd Polokwane Iron Ore (Pty) Ltd Ponahalo Investments (Pty) Ltd South Africa South Africa Pro Enviro (Pty) Ltd R A Gilbert (Pty) Ltd See page 174 for footnotes. 172 Anglo American plc Annual Report 2016 Johannesburg, 2013 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 21% 12th Floor Nedbank Building, 81 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 51% Debid Road, Nuffield, Springs, 1559 51% 1 Parry Road, Nuffield, Springs, 1559 51% Debid Road, Nuffield, Springs, 1559 85% Debid Road, Nuffield, Springs, 1559 30% Unit 6A, Phithaba Industrial Park, 97 Hefer Street, Rustenburg, 0299 30% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 50% 44 Main Street, Johannesburg, 2001 38% 4th Floor 82 Grayston Drive, Sandton, Johannesburg, 2196 50% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 50% Millennia Park,16 Stellentia Avenue, Stellenbosch 100% 44 Main Street, Johannesburg, 2001 30% 39 Melrose Boulevard, Melrose Arch, Johannesburg, 2076 20% 1st Floor, Etana House, 22 Oxford Road, Parktown, 2193 98% 55 Marshall Street, Johannesburg, 2001 20% 16 Euclid Road, Industria East, Ext 3, Germiston, 1400 70% 124 Akkerboom Street, Building 2B, Centurion, 0157 53% 124 Akkerboom Street, Building 2B, Centurion, 0157 70% 124 Akkerboom Street, Building 2B, Centurion, 0157 38% 82 Grayston Drive, Sandton, 2146 100% 44 Main Street, Johannesburg, 2001 38% 4th Floor Atholl, Johannesburg, 2916 35% 55 Marshall Street, Johannesburg, 2001 66% 55 Marshall Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 50% 44 Main Street, Johannesburg, 2001 39% 4 Stirling Street, Zonnebloem, Western Cape, 7295 63% De Beers House, Corner Diamond Drive and Crownwood Road, Theta, Johannesburg, 2013 46% 39 Melrose Boulevard, Melrose Arch, Johannesburg, 2076 25% Suite 105D, Lorgadia Building, Embankment Road, Centurion, 0157 100% 44 Main Street, Johannesburg, 2001 100% 55 Marshall Street, Johannesburg, 2001 100% 55 Marshall Street, Johannesburg, 2001 39% 55 Marshall Street, Johannesburg, 2001 78% 55 Marshall Street, Johannesburg, 2001 30% 16 North Road, Dunkeld Court, Dunkeld West, 2196 78% 55 Marshall Street, Johannesburg, 2001 29% 39 Melrose Boulevard, Melrose Arch, Johannesburg, 2076 36% 298 Stokkiesdraai Street, Erasmusrand, Pretoria, 0181 39% 29 Impala Road, Chislehurston, Sandton, Gauteng, 2196 39% 29 Impala Road, Chislehurston, Sandton, Gauteng, 2196 78% 55 Marshall Street, Johannesburg, 2001 39% 55 Marshall Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 42% 36 Stockdale Street, Kimberley, 8301 55% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 19% 9 Milli Street, Middelburg, Mpumalanga, 1055 78% 55 Marshall Street, Johannesburg, 2001 31% 21 Oxford Manor, Rudd & Chaplin Roads, Illovo, Johannesburg, 2196 51% 44 Main Street, Johannesburg, 2001 78% 55 Marshall Street, Johannesburg, 2001 37% 55 Marshall Street, Johannesburg, 2001 78% 55 Marshall Street, Johannesburg, 2001 78% 55 Marshall Street, Johannesburg, 2001 27% 124 Akkerboom Street, Building 2B, Centurion, 0157 0%(10) De Beers House, Corner Diamond Drive and Crownwood Road, Theta, Johannesburg, 2013 20% Greenside Colliery, PTN off 331, Groenfontein, Black Hills, 1032 78% 55 Marshall Street, Johannesburg, 2001 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS ADDITIONAL DISCLOSURES 40. RELATED UNDERTAKINGS OF THE GROUP continued Country of incorporation(1)(2) South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa Name of undertaking Ravenswood House (Pty) Ltd Reitpoort Mining (Pty) Ltd Resident Nominees (Pty) Ltd Reunko Steel Suppliers (Pty) Ltd Richards Bay Coal Terminal (Pty) Ltd Richtrau No. 123 (Pty) Ltd Rietvlei Mining Company (Pty) Ltd Roodepoortjie Resources (Pty) Ltd Rustenburg Platinum Mines Limited Samancor Holdings (Pty) Ltd Samancor Manganese (Pty) Ltd Sheba’s Ridge Platinum (Pty) Ltd Sibelo Resource Development (Pty) Ltd SIOC International Finance (Pty) Ltd Sishen Iron Ore Company (Pty) Ltd Spectrem Air (Pty) Ltd Springfield Collieries Limited Steppe Eagle (Pty) Ltd Sunbali Flowers (Pty) Ltd Tenon Investment Holdings (Pty) Ltd Terra Nominees (Pty) Ltd The Village of Cullinan (Pty) Ltd Tshipi Kwena Steel (Pty) Ltd Vergelegen Wine Estate (Pty) Ltd Vergelegen Wines (Pty) Ltd Vika Investments Holdings (Pty) Ltd Vumo MRF (Pty) Ltd Whiskey Creek Management Services (Pty) Ltd Zimshelf Four Investment Holdings (Pty) Ltd Zimshelf One Investment Holdings (Pty) Ltd Zimshelf Three Investment Holdings (Pty) Ltd Zimshelf Two Investment Holdings (Pty) Ltd Element Six AB De Beers Centenary AG Element Six SA PGI SA Samancor AG Synova S.A. Ambase Prospecting (Tanzania) (Pty) Ltd South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa South Africa Sweden Switzerland Switzerland Switzerland Switzerland Switzerland Tanzania United Kingdom AP Ventures LLP United Kingdom Anglo American (London) United Kingdom Anglo American (London) 2 United Kingdom Anglo American (TIIL) Investments Limited United Kingdom Anglo American 2005 Limited United Kingdom Anglo American Australia Investments Limited United Kingdom Anglo American Capital Australia Limited United Kingdom Anglo American Capital International Limited United Kingdom Anglo American Capital plc United Kingdom Anglo American CMC Holdings Limited United Kingdom Anglo American Corporate Secretary Limited United Kingdom Anglo American Diamond Holdings Limited United Kingdom Anglo American Farms (UK) Limited United Kingdom Anglo American Ferrous 2 United Kingdom Anglo American Ferrous Investments Limited United Kingdom Anglo American Finance (UK) Limited United Kingdom Anglo American Global Finance Limited United Kingdom Anglo American Group Foundation United Kingdom Anglo American Holdings Limited United Kingdom Anglo American International Holdings Limited United Kingdom Anglo American Investments (NA) Limited United Kingdom Anglo American Investments (UK) Limited United Kingdom Anglo American Marketing Limited United Kingdom Anglo American Medical Plan Limited United Kingdom Anglo American Nickel Marketing Limited United Kingdom Anglo American PNG Holdings Limited United Kingdom Anglo American Prefco Limited United Kingdom Anglo American REACH Limited United Kingdom Anglo American Representative Offices Limited United Kingdom Anglo American Services (UK) Ltd United Kingdom Anglo American Services Overseas Limited United Kingdom Anglo Base Metals Marketing Limited United Kingdom Anglo Coal Holdings Limited United Kingdom Anglo Coal Overseas Services Limited United Kingdom Anglo Ferrous Metals Marketing Limited United Kingdom Anglo Platinum Marketing Limited United Kingdom Anglo Platinum Ventures Holdings Limited United Kingdom Anglo UK Pension Trustee Limited United Kingdom Anmercosa Finance Limited United Kingdom Anmercosa Pension Trustees Limited United Kingdom Anmercosa Sales Limited United Kingdom Aurumar Alaska Holdings Ltd (UK) See page 174 for footnotes. Percentage of equity owned Registered address 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 20% 10372 Mfeka Street, Tokoza, 1421 23% South Dunes, Richards Bay Harbour, Kwa Zulu Natal, 3900 20% 55 Marshall Street, Johannesburg, 2001 20% Vunani House, Athol Ridge Office Park, 151 Katherine Street, Sandton, 2196 49% 16 North Road, Dunkeld Court, Dunkeld West, 2196 78% 55 Marshall Street, Johannesburg, 2001 40% 39 Melrose Boulevard, Melrose Arch, Johannesburg, 2076 40% 39 Melrose Boulevard, Melrose Arch, Johannesburg, 2076 27% Libanon Business Park, Hospital Street Off Cedar Avenue, Westonaria, Gauteng, 1779 53% 124 Akkerboom Street, Building 2B, Centurion, 0157 53% 124 Akkerboom Street, Building 2B, Centurion, 0157 53% 124 Akkerboom Street, Building 2B, Centurion, 0157 21% 44 Main Street, Johannesburg, 2001 100% 55 Marshall Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 20% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 40% 39 Melrose Boulevard, Melrose Arch, Johannesburg, 2076 63% 36 Stockdale Street, Kimberley, 8301 100% 12 Piketberg Street, Helderkruin Ext. 7, Roodepoort, 1724 100% Vergelegen Wine Estate, Lourensford Road, Somerset West, 7130 100% Vergelegen Wine Estate, Lourensford Road, Somerset West, 7130 49% 44 Main Street, Johannesburg, 2001 100% 55 Marshall Street, Johannesburg, 2001 78% 55 Marshall Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 100% 44 Main Street, Johannesburg, 2001 51% Box 505, S-915 23, Robertsfors 85% Hertensteinstrasse 66, CH-6000, Lucerne 6 51% rue du Tir-au-Canon 2, Carouge, Geneva 78% Avenue Mon-Repos 24, Case postale 656, CH-1001 Lausanne 40% Jöchlerweg 2, Baar, CH-6340 28% 2, Chemin de la Dent-D’Oche, 1024, Ecublens 100% Pemba House, 269 Toure Drive Oyster Bay, Dar Es Salaam 50% C/O Hackwood Secretaries Limited, One Silk Street, London, EC2Y 8HQ 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100%(4) 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100%(4) 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100%(4) 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100%(4) 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 78% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 85% 17 Charterhouse Street, London, EC1N 6RA Anglo American plc Annual Report 2016 173 Financial statements ADDITIONAL DISCLOSURES 40. RELATED UNDERTAKINGS OF THE GROUP continued Country of incorporation(1)(2) United Kingdom Birchall Gardens LLP Name of undertaking United Kingdom Charterhouse CAP Ltd United Kingdom Curtis Fitch Limited United Kingdom De Beers Diamond Jewellers Ltd United Kingdom De Beers Diamond Jewellers Trade Mark Limited United Kingdom De Beers Diamond Jewellers UK Ltd United Kingdom De Beers Intangibles Ltd United Kingdom De Beers Trademarks Ltd United Kingdom De Beers UK Ltd United Kingdom Ebbsfleet Property Limited United Kingdom Element Six (Production) Ltd United Kingdom Element Six (UK) Ltd United Kingdom Element Six Holdings Limited United Kingdom Element Six Ltd United Kingdom Element Six Technologies Ltd United Kingdom Ferro Nickel Marketing Limited United Kingdom Firecrest Investments Limited United Kingdom Forevermark Limited United Kingdom IIDGR (UK) Limited United Kingdom Mallord Properties Limited United Kingdom Neville Street Limited United Kingdom Northfleet Property LLP United Kingdom Platinum Guild Limited (United Kingdom) Limited United Kingdom Reunion Group Limited United Kingdom Reunion Mining Limited United Kingdom Rhoanglo Trustees Limited United Kingdom Riverbank Investments Ltd United Kingdom Security Nominees Limited United Kingdom Swanscombe Development LLP Percentage of equity owned Registered address 50% Grant Thornton UK LLP, 300 Pavilion Drive, Northampton, Northamptonshire, NN4 7YE 85% 17 Charterhouse Street, London, EC1N 6RA 21% 6th Floor, Eagle Tower, Montpellier Drive, Cheltenham, Gloucestershire, GL50 1TA 43% 45 Old Bond Street, London, W1S 4QT 43% 45 Old Bond Street, London, W1S 4QT 43% 45 Old Bond Street, London, W1S 4QT 85% 17 Charterhouse Street, London, EC1N 6RA 85% 17 Charterhouse Street, London, EC1N 6RA 85% 17 Charterhouse Street, London, EC1N 6RA 50% Grant Thornton UK LLP, 300 Pavilion Drive, Northampton, Northamptonshire, NN4 7YE 51% Global Innovation Centre, Fermi Avenue, Harwell, Didcot, Oxfordshire, OX11 0QR 51% Global Innovation Centre, Fermi Avenue, Harwell, Didcot, Oxfordshire, OX11 0QR 85% 20 Carlton House Terrace, London, SW1Y 5AN 85% Global Innovation Centre, Fermi Avenue, Harwell, Didcot, Oxfordshire, OX11 0QR 85% Global Innovation Centre, Fermi Avenue, Harwell, Didcot, Oxfordshire, OX11 0QR 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 85% 17 Charterhouse Street, London, EC1N 6RA 85% 17 Charterhouse Street, London, EC1N 6RA 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 50% Grant Thornton UK LLP, 300 Pavilion Drive, Northampton, Northamptonshire, NN4 7YE 78% New Bridge Street House, 30-34 New Bridge Street, London, SE1 9QR 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 100% 20 Carlton House Terrace, London, SW1Y 5AN 85% 17 Charterhouse Street, London, EC1N 6RA 100% 20 Carlton House Terrace, London, SW1Y 5AN 50% Grant Thornton UK LLP, 300 Pavilion Drive, Northampton, Northamptonshire, NN4 7YE United Kingdom The Diamond Trading Company Limited Anglo American Exploration (USA), Inc. United States Anglo American US (Pebble) LLC United States 85% 17 Charterhouse Street, London, EC1N 6RA 100% Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 100% 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, DE 19808 United States Anglo American US (Utah) Inc. 100% 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, DE 19808 United States Big Hill, LLC 55% 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, United States United States United States United States United States United States United States United States United States Coal Marketing Company (U.S.A.) Inc. De Beers Diamond Jewellers US, Inc. Element Six Technologies U.S. Corporation 33% 1180 Peachtree Street, Suite 2420, Atlanta, GA 30309 43% 598 Madison Avenue, 4th Floor, New York, NY 10022 85% Incorporating Services Limited, 3500 South Dupont Highway, Dover, County of DE 19808 Element Six US Corporation Forevermark US, Inc. International Institute of Diamond Valuation Inc. Platinum Guild International (U.S.A.) Jewelry Inc. Primus Power Corporation Anglo American US Holdings Inc. Kent, DE 19901 51% 24900 Pitkin Road, Suite 250, Spring, TX 77386 85% 300 First Stamford Place, Stamford, CT 06902 85% Corporation Trust Center 1209 Orange Street, Wilmington, DE 19801 78% 125 Park Avenue, 25th Floor, New York, NY 10017 28% 3967 Trust Way, Hayward, CA 94545 100% 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, DE 19808 Venezuela Anglo American Venezuela S.A. 100% Torre Humboldt, floor 9, office 09-07, Rio Caura Street, Prados del Este. Caracas 1080 Venezuela Minera Loma de Níquel C.A. 98% Torre Humboldt, floor 9, office 09-07, Rio Caura Street, Prados del Este. Zambia Zambia Zambia Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Zimbabwe Ambase Exploration (Zambia) (Pty) Ltd Anglo Exploration (Zambia) Limited Zamanglo Prospecting Limited Addon Investments (Private) Limited Amzim Holdings Limited Anglo American Corporation Zimbabwe Limited Broadlands Park Limited Southridge Limited Unki Mines (Private) Limited Caracas 1080 100% Building 3, Acacia Park, Stand No 22768, Thabo Mbeki Road, Lusaka 100% Plot 2386, Longolongo Road, Lusaka 100% Building 3, Acacia Park, Stand No 22768, Thabo Mbeki Road, Lusaka 100% 28 Broadlands Road, Emerald Hill, Harare 78% 28 Broadlands Road, Emerald Hill, Harare 100% 28 Broadlands Road, Emerald Hill, Harare 100% 28 Broadlands Road, Emerald Hill, Harare 100% 28 Broadlands Road, Emerald Hill, Harare 78% 28 Broadlands Road, Emerald Hill, Harare (1) All the companies with an incorporation in the United Kingdom are registered in England and Wales. (2) The country of tax residence is disclosed where different from the country of incorporation. (3) Tax resident in Colombia. (4) 100% direct holding by Anglo American plc. (5) The 50% interest in Debswana Diamond Company (Proprietary) Limited is held indirectly through De Beers and is consolidated on a 19.2% proportionate basis, reflecting economic interest. The Group’s effective interest in Debswana Diamond Company (Proprietary) Limited is 16.3%. (6) Tax resident in the United Kingdom. (7) 5% direct holding by Anglo American plc. (8) 2% direct holding by Anglo American plc. (9) A 74% interest in De Beers Consolidated Mines Proprietary Limited (DBCM) is held indirectly through De Beers. The 74% interest represents De Beers’ legal ownership share in DBCM. For accounting purposes De Beers consolidates 100% of DBCM as it is deemed to control the BEE entity, Ponahalo, which holds the remaining 26%. The Group’s effective interest in DBCM is 85%. (10) Ponahalo Investments (Pty) Ltd is deemed to be controlled due to the financing structure in place and is consolidated as a majority owned subsidiary. 174 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION NOTES TO THE FINANCIAL STATEMENTS FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION FINANCIAL STATEMENTS OF THE PARENT COMPANY FINANCIAL STATEMENTS OF THE PARENT COMPANY Balance sheet of the Company, Anglo American plc, as at 31 December 2016 US$ million Fixed assets Investment in subsidiaries Current assets Amounts due from subsidiaries Cash at bank and in hand Creditors due within one year Amounts owed to group undertakings Net current assets Total assets less current liabilities Net assets Capital and reserves Called-up share capital Share premium account Capital redemption reserve Other reserves Profit and loss account Total shareholders’ funds (equity) Note 2016 2015 1 29,344 15,125 576 8 584 (200) (200) 384 29,728 29,728 772 4,358 115 1,955 22,528 29,728 15,067 15 15,082 (231) (231) 14,851 29,976 29,976 772 4,358 115 1,955 22,776 29,976 2 2 2 2 2 The loss after tax for the year of the Company amounted to $343 million (2015: profit of $1,850 million). The financial statements of Anglo American plc, registered number 03564138, were approved by the Board of directors on 20 February 2017 and signed on its behalf by: Mark Cutifani Chief Executive René Médori Finance Director Anglo American plc Annual Report 2016 175 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION FINANCIAL STATEMENTS OF THE PARENT COMPANY 1) Investment in subsidiaries US$ million Cost At 1 January Capital contributions(1) Additions At 31 December Provisions for impairment At 1 January Charge for the year(2) At 31 December Net book value 2016 2015 15,142 146 14,520 29,808 (17) (447) (464) 29,344 15,088 54 – 15,142 (17) – (17) 15,125 (1) This amount is net of $13 million (2015: $78 million) of intra-group recharges. (2) This relates to an impairment charge of $447 million that was recorded in the year with respect to an equity holding in one of the Company’s subsidiaries. Further information about subsidiaries is provided in note 40 to the Consolidated financial statements. 2) Reconciliation of movements in equity shareholders’ funds US$ million At 1 January 2015 Profit for the financial year Dividends payable to Company shareholders(3) Capital contribution to Group undertakings Other At 31 December 2015 Loss for the financial year Purchase of treasury shares under employee share schemes Capital contribution to Group undertakings At 31 December 2016 Called-up share capital 772 – – – – 772 – – – 772 Share premium account 4,358 – – – – 4,358 – – – 4,358 Capital redemption reserve 115 – – – – 115 – – – 115 Other reserves(1) 1,955 – – – – 1,955 – – – 1,955 Profit and loss account(2) 21,472 1,850 (684) 132 6 22,776 (343) (64) 159 22,528 Total 28,672 1,850 (684) 132 6 29,976 (343) (64) 159 29,728 (1) At 31 December 2016 other reserves of $1,955 million (2015: $1,955 million) were not distributable under the Companies Act 2006. (2) At 31 December 2016 $2,685 million (2015: $2,685 million) of the Company profit and loss account of $22,528 million (2015: $22,776 million) was not distributable under the Companies Act 2006. (3) Dividends payable relate only to shareholders on the United Kingdom principal register excluding dividends waived by Wealth Nominees Limited as nominees for Estera Trust (Jersey) Limited, the trustee for the Anglo American employee share scheme. Dividends paid to shareholders on the Johannesburg branch register are distributed by a South African subsidiary in accordance with the terms of the Dividend Access Share Provisions of Anglo American plc’s Articles of Association. The directors are proposing no final dividend in respect of the year ended 31 December 2016 (see note 10 of the Consolidated financial statements). The audit fee in respect of the Company was $6,323 (2015: $10,613). Fees payable to Deloitte for non-audit services to the Company are not required to be disclosed because they are included within the consolidated disclosure in note 33. 176 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION FINANCIAL STATEMENTS OF THE PARENT COMPANY 3) Accounting policies: Anglo American plc (the Company) The Company balance sheet and related notes have been prepared under the historical cost convention and in accordance with Financial Reporting Standards 100 Application of Financial Reporting Requirements (FRS 100) and 101 Reduced Disclosure Framework (FRS 101). A summary of the principal accounting policies is set out below. The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. As permitted by section 408 of the Companies Act 2006, the statement of comprehensive income of the Company is not presented as part of these financial statements. Significant accounting policies Investments Investments represent equity holdings in subsidiaries and are measured at cost less accumulated impairment. Financial Instruments The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. Dividends Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Share-based payments The Company has applied the requirements of IFRS 2 Share-based payment. The Company makes equity settled share-based payments to the directors, which are measured at fair value at the date of grant and expensed on a straight line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest. For those share schemes with market related vesting conditions, the fair value is determined using the Monte Carlo model at the grant date. The fair value of share options issued with non-market vesting conditions has been calculated using the Black Scholes model. For all other share awards, the fair value is determined by reference to the market value of the shares at the grant date. For all share schemes with non-market vesting conditions, the likelihood of vesting has been taken into account when determining the relevant charge. Vesting assumptions are reviewed during each reporting period to ensure they reflect current expectations. The Company also makes equity settled share-based payments to certain employees of certain subsidiary undertakings. Equity settled share-based payments that are made to employees of the Company’s subsidiaries are treated as increases in equity over the vesting period of the award, with a corresponding increase in the Company’s investments in subsidiaries, based on an estimate of the number of shares that will eventually vest. Any payments received from subsidiaries are applied to reduce the related increases in investments in subsidiaries. Details on the schemes and option pricing models relevant to the charge included in the Company financial statements are set out in note 28 to the Consolidated financial statements of the Group for the year ended 31 December 2016. Anglo American plc Annual Report 2016 177 Financial statements FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION SUMMARY BY BUSINESS OPERATION This section includes certain Alternative Performance Measures (APMs). For more information on the APMs used by the Group, including definitions, please refer to page 188. Marketing activities are allocated to the underlying operation to which they relate. Group revenue(1) Underlying EBITDA Underlying EBIT Underlying earnings US$ million De Beers Mining Debswana Namdeb Holdings South Africa Canada Trading Other(2) Projects and corporate Platinum(3) Mogalakwena Amandelbult Other operations Projects and corporate Copper Los Bronces Collahuasi Other operations Projects and corporate Nickel Codemin Loma de Níquel Barro Alto Projects and corporate Niobium and Phosphates(4) Niobium Phosphates Projects and corporate Iron Ore and Manganese Kumba Iron Ore Iron Ore Brazil Samancor Projects and corporate Coal Australia and Canada South Africa Colombia Projects and corporate Corporate and other Other Mining and Industrial Exploration Corporate activities and unallocated costs 2016 2015 2016 6,068 4,671 1,406 n/a n/a n/a n/a n/a n/a – 4,394 968 739 2,687 – 3,066 1,386 1,068 612 – 426 82 – 344 – 495 137 358 – 3,426 2,801 – 625 – 5,263 2,547 2,109 607 – 4 – – 4 23,142 n/a n/a n/a n/a n/a n/a – 4,900 1,092 712 3,096 – 3,539 1,852 971 716 – 146 100 – 46 – 544 111 433 – 3,390 2,876 – 514 – 4,888 2,374 1,893 621 – 925 921 – 4 23,003 571 184 268 79 378 (35) (39) 532 393 102 77 (40) 903 326 569 83 (75) 57 9 4 54 (10) 118 41 80 (3) 1,536 1,347 (6) 258 (63) 1,646 996 473 235 (58) (123) (2) (107) (14) 6,075 2015 990 379 147 282 154 107 (30) (49) 718 496 97 177 (52) 942 622 381 55 (116) (3) 20 3 (14) (12) 146 40 111 (5) 1,026 1,011 (20) 104 (69) 1,046 586 345 168 (53) (11) 110 (152) 31 4,854 2016 1,019 543 163 172 13 371 (204) (39) 185 269 46 (90) (40) 261 (49) 342 43 (75) (15) 3 3 (11) (10) 79 21 61 (3) 1,275 1,135 (6) 209 (63) 1,112 661 366 143 (58) (150) (2) (107) (41) 3,766 2015 571 352 120 174 65 100 (191) (49) 263 368 36 (89) (52) 228 240 167 (63) (116) (22) 12 3 (25) (12) 119 33 91 (5) 671 739 (21) 22 (69) 457 190 230 90 (53) (64) 64 (154) 26 2,223 2016 667 n/a n/a n/a n/a n/a n/a n/a 65 n/a n/a n/a n/a 354 n/a 221 n/a (75) (57) (1) 2 (48) (10) 78 22 59 (3) 566 475(5) 4 146 (59)(5) 913 625 258 85 (55) (376) 3 (99) (280) 2,210 2015 258 n/a n/a n/a n/a n/a n/a n/a 168 n/a n/a n/a n/a 67 n/a 77 n/a (89) (19) 10 3 (21) (11) 48 7 45 (4) 98 280(5) (61) (54) (67)(5) 292 123 174 44 (49) (85) 52 (142) 5 827 (1) Group revenue for copper is shown after deduction of treatment and refining charges (TC/RCs). (2) Other includes Element Six, downstream activities and the purchase price allocation adjustment. (3) Anglo American Platinum Limited has restated its results to correct certain computational errors affecting results reported in prior periods. These errors are not considered material to the Group and consequently they have been corrected in the current year in the Group financial statements. See note 3 for further details. (4) Niobium and Phosphates was sold on 30 September 2016, see note 30. (5) Of the projects and corporate expense, which includes a corporate cost allocation, $37 million (2015: $42 million) relates to Kumba Iron Ore. The total contribution from Kumba Iron Ore to the Group’s underlying earnings is $438 million (2015: $238 million). 178 Anglo American plc Annual Report 2016 FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION KEY FINANCIAL DATA This section includes certain Alternative Performance Measures (APMs). For more information on the APMs used by the Group, including definitions, please refer to page 188. US$ million (unless otherwise stated) Income statement measures Group revenue Underlying EBIT Underlying EBITDA Revenue Net finance costs (before special items and remeasurements) Profit/(loss) before tax Profit/(loss) for the financial year Non-controlling interests Profit/(loss) attributable to equity shareholders of the Company Underlying earnings Balance sheet measures Capital employed Net assets Non-controlling interests Equity attributable to equity shareholders of the Company Cash flow measures Cash flows from operations Capital expenditure Net debt Metrics and ratios Underlying earnings per share (US$) Earnings per share (US$) Ordinary dividend per share (US cents) Ordinary dividend cover (based on underlying earnings per share) Underlying EBIT margin Underlying EBIT interest cover(2) Underlying effective tax rate Gearing (net debt to total capital)(3) 2016 2015 2014 2013 2012 restated(1) 2011 2010 2009 2008 2007 23,142 3,766 6,075 21,378 (209) 2,624 1,926 (332) 1,594 2,210 4,933 7,832 6,620 9,520 2,223 4,854 23,003 30,988 33,063 32,785 36,548 32,929 24,637 32,964 30,559 4,957 10,085 9,590 6,253 11,095 9,763 6,930 11,847 12,132 8,860 13,348 11,983 20,455 27,073 29,342 28,680 30,580 27,960 20,858 26,311 25,470 (137) 8,821 8,172 (868) 7,304 5,761 (244) (20) (299) (171) 10,782 10,928 7,922 (564) 8,119 (1,575) (1,753) (906) 6,544 6,169 (1,470) 4,976 6,120 2,860 (256) (458) (5,454) (259) (5,842) (1,524) (989) (5,624) (2,513) 2,217 (276) 1,700 426 (1,387) (961) 2,673 (273) 4,029 2,912 (487) 2,425 2,569 (452) 8,571 6,120 (905) 5,215 5,237 827 218 31,904 24,325 (5,309) (4,773) (5,760) 19,016 32,842 43,782 46,551 49,757 41,667 42,135 36,623 29,808 24,401 21,342 32,177 37,364 43,738 43,189 37,971 28,069 21,756 24,330 (1,869) (4,097) 16,569 26,417 31,671 37,611 39,092 34,239 26,121 20,221 22,461 (6,127) (1,948) (3,732) (5,693) (1,535) 7,729 6,949 4,240 5,838 (2,387) (4,177) (6,018) (6,075) (8,487) (12,901) (12,871) (10,652) 7,370 11,498 (5,672) (5,947) (1,374) (8,510) 9,579 4,904 9,924 (4,902) (5,282) (4,707) (7,384) (11,280) (11,340) 9,845 (4,002) (4,851) 1.72 1.24 – – 2.09 (0.75) 85 2.5 1.73 (1.96) 85 2.0 0.64 (4.36) 32 2.0 4.40 5.58 124 3.5 16.3% 9.7% 15.9% 20.0% 19.1% 30.4% 29.6% 20.1% 30.6% 28.4% 33.2 24.6% 31.0% 29.8% 32.0% 29.0% 28.3% 31.9% 33.1% 33.4% 31.8% 25.9% 37.7% 28.6% 22.2% 16.3% 3.1% 16.3% 28.7% 34.3% 16.6% 2.28 (1.17) 85 2.7 4.36 4.34 44 9.9 4.13 5.43 65 6.4 2.14 2.02 – – 5.06 5.10 74 6.8 16.7 36.8 34.2 35.8 19.6 24.1 10.1 30.1 n/a (1) Certain balances relating to 2012 were restated to reflect the adoption of new accounting pronouncements. See note 2 of the 2013 Consolidated financial statements for details. (2) Underlying EBIT interest cover is underlying EBIT divided by net finance costs, excluding net foreign exchange gains and losses, unwinding of discount relating to provisions and other liabilities, financing special items and remeasurements, and including the Group’s attributable share of associates’ and joint ventures’ net finance costs, which in 2011 resulted in a net finance income and therefore the ratio is not applicable. (3) Net debt to total capital is calculated as net debt divided by total capital (being ‘Net assets’ as shown in the Consolidated balance sheet excluding net debt). Anglo American plc Annual Report 2016 179 Financial statements 2016 2015 13.73 3.25 0.81 1.38 0.95 667 10.69 14.70 3.48 0.74 1.34 0.90 676 10.89 2016 898 670 758 250 454 80 101 86 94 94 200 133 989 615 681 221 436 58 69 64 66 58 114 88 15.47 3.96 0.68 1.37 0.92 709 11.25 12.78 3.34 0.65 1.33 0.90 655 10.12 2015 868 555 644 213 393 43 46 49 50 45 89 71 1,051 691 932 249 536 56 67 57 59 52 102 84 US$/oz US$/oz US$/oz US cents/lb US cents/lb US$/tonne US$/tonne US$/tonne US$/tonne US$/tonne US$/tonne US$/tonne US$/oz US$/oz US$/oz US cents/lb US cents/lb US$/tonne US$/tonne US$/tonne US$/tonne US$/tonne US$/tonne US$/tonne FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION EXCHANGE RATES AND COMMODITY PRICES US$ exchange rates Year end spot rates South African rand Brazilian real Sterling Australian dollar Euro Chilean peso Botswana pula Average rates for the year South African rand Brazilian real Sterling Australian dollar Euro Chilean peso Botswana pula Commodity prices Year end spot prices Platinum(1) Palladium(1) Rhodium(2) Copper(3) Nickel(3) Iron ore (62% Fe CFR)(4) Iron ore (66% Fe Concentrate CFR)(5) Thermal coal (FOB South Africa)(6) Thermal coal (FOB Australia)(7) Thermal coal (FOB Colombia)(6) Hard coking coal (FOB Australia)(8) PCI (FOB Australia)(8) Average market prices for the year Platinum(1) Palladium(1) Rhodium(2) Copper(3) Nickel(3) Iron ore (62% Fe CFR)(4) Iron ore (66% Fe Concentrate CFR)(5) Thermal coal (FOB South Africa)(6) Thermal coal (FOB Australia)(7) Thermal coal (FOB Colombia)(6) Hard coking coal (FOB Australia)(9) PCI (FOB Australia)(9) (1) Source: London Platinum and Palladium Market (LPPM). (2) Source: Comdaq. (3) Source: London Metal Exchange (LME). (4) Source: Platts. (5) Source: Metal Bulletin. (6) Source: McCloskey. (7) Source: globalCOAL. (8) Source: Represents the quarter four benchmark. (9) Source: Represents the average quarterly benchmark. 180 Anglo American plc Annual Report 2016 ORE RESERVES AND MINERAL RESOURCES INTRODUCTION The Ore Reserve and Mineral Resource estimates presented in this Annual Report are prepared in accordance with the Anglo American plc (AA plc) Reporting of Exploration Results, Mineral Resources and Ore Reserves standard. This standard requires that the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2012 edition (the JORC Code) be used as a minimum standard. Some Anglo American plc subsidiaries have a primary listing in South Africa where public reporting is carried out in accordance with the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves (the SAMREC Code). The SAMREC Code is similar to the JORC Code and the Ore Reserve and Mineral Resource terminology appearing in this section follows the definitions in both the JORC (2012) and SAMREC (2007 Edition as amended July 2009) Codes. Ore Reserves in the context of this Annual Report have the same meaning as ‘Mineral Reserves’ as defined by the SAMREC Code and the CIM (Canadian Institute of Mining and Metallurgy) Definition Standards on Mineral Resources and Mineral Reserves. The information on Ore Reserves and Mineral Resources was prepared by or under the supervision of Competent Persons as defined in the JORC or SAMREC Codes. All Competent Persons have sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking. All the Competent Persons consent to the inclusion in this report of the information in the form and context in which it appears. The names of the Competent Persons (CPs) along with their Recognised Professional Organisation (RPO) affiliation and years of relevant experience are listed in the Ore Reserve and Mineral Resource Report 2016. Anglo American Group companies are subject to a comprehensive programme of reviews aimed at providing assurance in respect of Ore Reserve and Mineral Resource estimates. The reviews are conducted by suitably qualified Competent Persons from within the Anglo American Group, or by independent consultants. The frequency and depth of the reviews is a function of the perceived risks and/or uncertainties associated with a particular Ore Reserve and Mineral Resource. The overall value of the entity and time that has lapsed since an independent third-party review is also considered. Those operations/projects that were subjected to independent third-party reviews during the year are indicated in footnotes to the tables. The JORC and SAMREC Codes require due consideration of reasonable prospects for eventual economic extraction for Mineral Resource definition. These include long-range commodity price forecasts which are prepared by in-house specialists largely using estimates of future supply and demand and long term economic outlooks. The calculation of Mineral Resource and Ore Reserve estimates are based on long term prices determined at the beginning of the second quarter each year. Ore Reserves are dynamic and are more likely to be affected by fluctuations in the prices of commodities, uncertainties in production costs, processing costs and other mining, infrastructure, legal, environmental, social and governmental factors which may impact the financial condition and prospects of the Group. Mineral Resource estimates also change and tend to be influenced mostly by new information pertaining to the understanding of the deposit and secondly by the conversion to Ore Reserves. Unless otherwise stated, Mineral Resources are additional to (exclusive of) those resources converted to Ore Reserves and are reported on a dry tonnes basis. The appropriate Mineral Resource classification is determined by the appointed Competent (or Qualified) Persons. The choice of appropriate category of Mineral Resource depends upon the quantity, distribution and quality of geoscientific information available and the level of confidence in these data. The detailed Ore Reserve and Mineral Resource estimates, Reserve and Resource Reconciliation Overview, Definitions and Glossary are contained in the separate Ore Reserves and Mineral Resources Report 2016 which is available in the Annual Reporting Centre on the Anglo American website. To accommodate the various factors that are important in the development of a classified Mineral Resource estimate, a scorecard approach is generally used. Mineral Resource classification defines the confidence associated with different parts of the Mineral Resource. The confidence that is assigned refers collectively to the reliability of the Grade and Tonnage estimates. This reliability includes consideration for the fidelity of the base data, the geological continuity predicated by the level of understanding of the geology, the likely precision of the estimated grades and understanding of grade variability, as well as various other factors (in particular density) that may influence the confidence that can be placed on the Mineral Resource. Most business units have developed commodity-specific scorecard-based approaches to the classification of their Mineral Resources. The estimates of Ore Reserves and Mineral Resources are stated as at 31 December 2016. The figures in the tables have been rounded and, if used to derive totals and averages, minor differences with stated results could occur. The Ore Reserves and Mineral Resources Report 2016 should be considered the only valid source of Ore Reserve and Mineral Resource information for the Anglo American group exclusive of Kumba Iron Ore and Anglo American Platinum Limited which publish their own independent annual reports. It is accepted that mine design and planning may include some Inferred Mineral Resources. Inferred Mineral Resources in the Life of Mine Plan (LOM Plan) are described as ‘Inferred (in LOM Plan)’ separately from the remaining Inferred Mineral Resources described as ‘Inferred (ex. LOM Plan)’, as required. These resources are declared without application of any Modifying Factors. Reserve Life reflects the scheduled extraction period in years for the total Ore Reserves in the approved Life of Mine Plan. The Ownership (Attributable) Percentage that Anglo American holds in each operation and project is presented beside the name of each entity. Operations and projects which fall below the internal threshold for reporting (25% attributable interest) are excluded from the Ore Reserves and Mineral Resources estimates. Operations which were disposed of during 2016 and hence not reported are: Kimberley Mines (Diamonds), Rustenburg Mines (Platinum), Boa Vista (Niobium), Chapadão (Phosphates), Callide and Foxleigh (Coal). In South Africa, the Minerals and Petroleum Resources Development Act, Number 28 of 2002 (MPRDA) was implemented on 1 May 2004 (subsequently amended by the Minerals and Petroleum Resources Development Amendment Act 49 of 2008) effectively transferred custodianship of the previously privately held mineral rights to the State. A Prospecting Right is a right issued in terms of the MPRDA that is valid for up to five years, with the possibility of a further extension of three years. A Mining Right is a right issued in terms of the MPRDA and is valid for up to 30 years, with the possibility of a further extension of 30 years. The Minister of Mineral Resources will grant a renewal of the Mining Right if the terms and conditions of the Mining Right have been complied with and the applicant is not in contravention of any relevant provisions of the MPRDA. In preparing the Ore Reserve and Mineral Resource statement for South African assets, Anglo American plc has adopted the following reporting principles in respect of Prospecting Rights and Mining Rights: • Where applications for Mining Rights and Prospecting Rights have been submitted and these are still being processed by the relevant regulatory authorities, the relevant Ore Reserves and Mineral Resources have been included in the statement. • Where applications for Mining Rights and Prospecting Rights have been initially refused by the regulatory authorities, but are the subject of ongoing legal process and discussions with the relevant authorities and where Anglo American plc has reasonable expectations that the Prospecting Rights will be granted in due course, the relevant Mineral Resources have been included in the statement (any associated comments appear in the footnotes). Anglo American plc Annual Report 2016 181 O r e R e s e r v e s a n d M n e r a i l R e s o u r c e s ORE RESERVES AND MINERAL RESOURCES ESTIMATED ORE RESERVES(1) as at 31 December 2016 Detailed Proved and Probable estimates appear on the referenced pages in the Ore Reserves and Mineral Resources Report 2016. Ownership % 43.4 Mining Method OP 85.0 85.0 UG OP Ownership % 62.9 Mining Method OP 62.9 UG OP Ownership % 42.5 Mining Method OP 42.5 42.5 42.5 OP OP OP LOM(2) (years) 12 14 3 LOM(2) (years) 30 4 LOM(2) (years) 18 18 1 25 14 Proved + Probable Saleable Carats (M¢) 51.1 Treated Tonnes (Mt) 33.3 Recovered Grade (cpht) 153.4 7.4 0.3 5.9 1.9 126.0 15.8 Saleable Carats (M¢) 24.8 Treated Tonnes (Mt) 20.2 Recovered Grade (cpht) 122.4 71.3 0.3 92.4 2.0 77.2 15.4 Saleable Carats (M¢) 4.7 Treated Tonnes (Mt) 25.0 Recovered Grade (cpht) 18.7 138.8 – 8.5 144.9 106.4 – 34.9 157.3 130.4 – 24.2 92.2 Ownership % 42.5 Mining Method OC LOM(2) (years) 3 Saleable Carats (k¢) 186 Treated Tonnes (kt) 2,288 Recovered Grade (cpht) 8.13 42.5 42.5 42.5 42.5 OC OC MM MM 22 4 20 2 49 139 Saleable Carats (k¢) 4,326 94 Ownership % 78.0 Mining Method UG Reserve Life(2) (years) n/a Contained Metal (4E Moz) 8.0 UG OP UG 33.2 124.1 4.9 Ownership % 44.0 Mining Method OP Reserve Life(2) (years) 69 Contained Copper (kt) 24,809 2,969 656 6,707 1,311 Contained Nickel (kt) 561 97 50.1 50.1 OP OP 11 24 Ownership % 100 Mining Method OP 100 OP Ownership % 53.2 Mining Method OP 53.2 OP Ownership % 100 Mining Method OP OP Ownership % 40.0 Mining Method OP 29.6 29.6 OP UG Reserve Life(2) (years) 26 14 Reserve Life(2) (years) 18 17 Reserve Life(2) (years) 45 Reserve Life(2) (years) 8 17 67 2,858 13,952 Area (k m2) 46,486 423 ROM Tonnes (Mt) 56.4 248.8 1,413.9 45.5 ROM Tonnes (Mt) 2,537.1 550.6 82.2 1,141.2 428.6 ROM Tonnes (Mt) 40.4 7.7 Saleable Product (Mt) 187 412 Saleable Product(6) (Mt) 663 565 ROM Tonnes (Mt) 74.0 59.9 93.6 1.71 1.00 Recovered Grade (cpm2) 0.09 0.22 Grade (4E g/t) 4.38 4.15 2.73 3.37 Grade (%TCu)(5) 0.98 0.54 0.80 0.59 0.31 Grade (%Ni) 1.39 1.26 Grade (%Fe) 65.0 64.9 Grade(6) (%Fe) 67.5 67.5 Grade (%Mn) 44.2 37.0 42.2 DIAMOND(3) OPERATIONS – DBCi (See page 10 in R&R Report for details) Gahcho Kué Kimberlite Snap Lake Victor Kimberlite Kimberlite DIAMOND(3) OPERATIONS – DBCM (See page 12 in R&R Report for details) Venetia (OP) Kimberlite Venetia (UG) Voorspoed Kimberlite Kimberlite DIAMOND(3) OPERATIONS – Debswana (See pages 14 &15 in R&R Report for details) Damtshaa Kimberlite Jwaneng Letlhakane Orapa Kimberlite Kimberlite TMR Kimberlite DIAMOND(3) OPERATIONS – Namdeb (See page 16 in R&R Report for details) Elizabeth Bay Aeolian and Marine Beaches Mining Area 1 Orange River Fluvial Placers Atlantic 1 Midwater Marine Placers Marine PLATINUM(4) OPERATIONS (See page 18 in R&R Report for details) Merensky Reef UG2 Reef Platreef Main Sulphide Zone In situ + stockpile COPPER OPERATIONS (See page 22 in R&R Report for details) Collahuasi Flotation – direct feed Flotation – low grade stockpile El Soldado Los Bronces Flotation Flotation Dump Leach NICKEL OPERATIONS (See page 25 in R&R Report for details) Barro Alto Saprolite Niquelândia Saprolite KUMBA IRON ORE OPERATIONS (See page 26 in R&R Report for details) Kolomela Hematite Sishen Hematite IRON ORE BRAZIL OPERATIONS (See page 28 in R&R Report for details) Serra do Sapo Friable Itabirite and Hematite Itabirite SAMANCOR MANGANESE OPERATIONS (See page 29 in R&R Report for details) ROM + Sand Tailings GEMCO(7) Mamatwan Wessels 182 Anglo American plc Annual Report 2016 ORE RESERVES AND MINERAL RESOURCES Estimated Ore Reserves continued COAL OPERATIONS – Australia (See page 30 in R&R Report for details) Capcoal (OC)* Metallurgical – Coking Metallurgical – Other Thermal – Export Capcoal (UG)* Metallurgical – Coking Dawson Metallurgical – Coking Thermal – Export Grosvenor Moranbah North Metallurgical – Coking Metallurgical – Coking COAL OPERATIONS– Canada (See page 30 in R&R Report for details) Trend Roman Mountain Metallurgical – Coking Metallurgical – Coking COAL OPERATIONS – Colombia (See page 31 in R&R Report for details) Cerrejón Thermal – Export COAL OPERATIONS – South Africa (See page 31 in R&R Report for details) Goedehoop Thermal – Export Greenside Isibonelo Kleinkopje Kriel Landau Mafube Thermal – Export Synfuel Thermal – Export Thermal – Domestic Thermal – Export Thermal – Domestic Thermal – Export Thermal – Domestic New Denmark Thermal – Domestic New Vaal Zibulo Thermal – Domestic Thermal – Export Thermal – Domestic Reserve Life(2) Saleable Tonnes(8) Ownership % 78.3 Mining Method OC Reserve Life(2) (years) 16 70.0 51.0 100 88.0 UG OC UG UG Ownership % 100 Mining Method OC 100 OC 2 12 27 15 (years) 7 15 Ownership % 33.3 Ownership % 100 Mining Method OC Mining Method UG Reserve Life(2) (years) 17 Reserve Life(2) (years) 10 100 100 100 UG OC OC 73.0 UG&OC 100 50.0 100 100 OC OC UG OC 73.0 UG&OC 11 11 9 4 4 14 23 14 17 Proved + Probable Saleable Tonnes(8) (Mt) 29.7 45.3 7.5 11.2 41.9 33.8 128.0 89.4 Saleable Quality 5.5 CSN 6,830 kcal/kg 6,190 kcal/kg 8.5 CSN 7.5 CSN 6,540 kcal/kg 8.5 CSN 8.0 CSN (Mt) 8.3 25.8 Saleable Quality 7.0 CSN 7.0 CSN Saleable Tonnes(8) (Mt) 545.1 Saleable Quality 6,080 kcal/kg Saleable Tonnes(8) (Mt) 25.8 32.5 49.9 21.5 14.7 8.8 4.9 29.8 15.3 102.5 226.9 60.6 10.2 Saleable Quality 6,000 kcal/kg 5,920 kcal/kg 4,750 kcal/kg 6,260 kcal/kg 4,850 kcal/kg 6,190 kcal/kg 4,520 kcal/kg 6,050 kcal/kg 5,010 kcal/kg 5,100 kcal/kg 3,660 kcal/kg 5,990 kcal/kg 4,950 kcal/kg Mining method: OP = Open Pit, UG = Underground, OC = Open Cast/Cut, MM = Marine Mining. TMR = Tailings Mineral Resource. Operations = Mines in steady-state or in ramp-up phase. * Capcoal comprises opencast operations at Lake Lindsay and Oak Park, with an underground longwall operation at Grasstree. (1) Estimated Ore Reserves are the sum of Proved and Probable Ore Reserves (on an exclusive basis, i.e. Mineral Resources are reported as additional to Ore Reserves unless otherwise stated). Please refer to the detailed Ore Reserve estimates tables in the AA plc R&R Report for the individual Proved and Probable Reserve estimates. The Ore Reserve estimates are reported in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code, 2012) as a minimum standard. Ore Reserve estimates for operations in South Africa are reported in accordance with The South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (The SAMREC Code, 2007 Edition as amended July 2009). The figures reported represent 100% of the Ore Reserves. Anglo American plc ownership is stated separately. Rounding of figures may cause computational discrepancies. (2) Reserve Life = The scheduled extraction period in years for the total Ore Reserves in the approved Life of Mine Plan. LOM = Life of Mine (years) is based on scheduled Probable Reserves including some Inferred Resources considered for Life of Mine planning. (3) DBCi = De Beers Canada, DBCM = De Beers Consolidated Mines, Debswana = Debswana Diamond Company, Namdeb = Namdeb Holdings. k¢ = thousand carats. M¢ = million carats. k m² = thousand square metres. Grade is quoted as carats per hundred metric tonnes (cpht) or as carats per square metre (cpm²). Reported Diamond Reserves are based on a Bottom Cut-off (BCO) which refers to the bottom screen size aperture and varies between 1.00mm and 3.00mm (nominal square mesh). Specific BCO’s applied to derive estimates are included in the detailed Diamond Reserve tables in the AA plc R&R Report. Snap Lake has been placed on Care & Maintenance. Damtshaa will resume production in H2 2017. No Diamond Reserves reported for Letlhakane Kimberlite as mining is now scheduled exclusively from Inferred Resources hence one year LOM. (4) Estimates reported represent 100% of the Ore Reserves attributable to Anglo American Platinum Limited unless otherwise noted. Details of the individual operations appear in the Anglo American Platinum Limited Ore Reserves and Mineral Resources Report. 4E is the sum of Platinum, Palladium, Rhodium and Gold. (5) TCu = Total Copper. (6) Saleable Product tonnes are reported on a wet basis (average moisture content is 9.0 wt% of the wet mass) with quality stated on a dry basis. (7) GEMCO Manganese grades are reported as per washed ore samples and should be read together with their respective yields, see page 29 in the AA plc R&R Report. (8) Total Saleable Tonnes represents the product tonnes produced quoted as metric tonnes on a Product moisture basis. The coal quality for Coal Reserves is quoted as either kilocalories per kilogram (kcal/kg) or Crucible Swell Number (CSN). Kilocalories per kilogram represent Calorific Value (CV) on a Gross As Received (GAR) basis. CV is rounded to the nearest 10 kcal/kg and CSN to the nearest 0.5 index. Metallurgical – Coking: High-, medium- or low-volatile semi-soft, soft or hard coking coal primarily for blending and use in the steel industry. Metallurgical – Other: Semi-soft, soft, hard, semi-hard or anthracite coal, other than Coking Coal, such as pulverized coal injection (PCI) or other general metallurgical coal for the export or domestic market with a wider range of properties than Coking Coal. Thermal – Export: Low- to high-volatile thermal coal primarily for export in the use of power generation; quality measured by calorific value (CV). Thermal – Domestic: Low- to high-volatile thermal coal primarily for domestic consumption for power generation. Synfuel: Coal specifically for the domestic production of synthetic fuel and chemicals. Peace River Coal (Trend and Roman Mountain Mines) has been placed on Care & Maintenance. Anglo American plc Annual Report 2016 183 ORE RESERVES AND MINERAL RESOURCESOre Reserves and Mineral Resources ESTIMATED MINERAL RESOURCES(1) as at 31 December 2016 Detailed Measured, Indicated and Inferred estimates appear on the referenced pages in the Ore Reserves and Mineral Resources Report 2016. Measured + Indicated Total Inferred(2) Carats (M¢) 3.2 7.3 0.1 Carats (M¢) – – 0.6 Carats (M¢) 1.1 106.1 – 7.0 – 299.3 Carats (k¢) 160 204 324 292 Carats (k¢) 9,074 502 DIAMOND(3) OPERATIONS – DBCi (See page 10 in R&R Report for details) Gahcho Kué Kimberlite Snap Lake Victor Kimberlite Kimberlite DIAMOND(3) OPERATIONS – DBCM (See page 12 in R&R Report for details) Venetia (OP) Kimberlite Venetia (UG) Voorspoed Kimberlite Kimberlite DIAMOND(3) OPERATIONS – Debswana (See pages 14&15 in R&R Report for details) Damtshaa Kimberlite Jwaneng Kimberlite TMR Letlhakane Kimberlite Orapa TMR Kimberlite Ownership % 43.4 Mining Method OP 85.0 85.0 UG OP Ownership % 62.9 Mining Method OP 62.9 UG OP Ownership % 42.5 Mining Method OP 42.5 42.5 42.5 OP OP OP DIAMOND(3) OPERATIONS – Namdeb (See pages 16&17 in R&R Report for details) Aeolian and Deflation Douglas Bay Ownership % 42.5 Mining Method OC 42.5 42.5 42.5 42.5 42.5 OC OC OC MM MM Elizabeth Bay Mining Area 1 Aeolian, Marine and Deflation Beaches Orange River Fluvial Placers Atlantic 1 Midwater Marine Placers Marine PLATINUM(4) OPERATIONS (See page 19 in R&R Report for details) Merensky Reef UG2 Reef Platreef Main Sulphide Zone Ownership % 78.0 Mining Method UG Contained Metal (4E Moz) 83.3 UG OP UG 185.8 94.8 18.1 COPPER OPERATIONS (See page 23 in R&R Report for details) Collahuasi Heap Leach Ownership % 44.0 Mining Method OP Contained Copper (kt) 559 Flotation – direct feed Flotation – low grade stockpile Flotation El Soldado Los Bronces Flotation Dump Leach NICKEL OPERATIONS (See page 25 in R&R Report for details) Barro Alto Saprolite Ferruginous Laterite Niquelândia Saprolite KUMBA IRON ORE OPERATIONS (See page 26 in R&R Report for details) Kolomela Hematite Sishen Hematite IRON ORE BRAZIL OPERATIONS (See page 28 in R&R Report for details) Serra do Sapo Friable Itabirite and Hematite Itabirite 50.1 50.1 OP OP 7,450 5,015 790 13,414 – Ownership % 100 Mining Method OP Contained Nickel (kt) 87 87 41 100 OP Ownership % 53.2 Mining Method OP 53.2 OP Ownership % 100 Mining Method OP SAMANCOR MANGANESE OPERATIONS (See page 29 in R&R Report for details) GEMCO(7)(8) Mamatwan(7) Wessels(7) ROM + Sand Tailings Ownership % 40.0 Mining Method OP 29.6 29.6 OP UG 184 Anglo American plc Annual Report 2016 Tonnes (Mt) 2.3 4.1 0.5 Tonnes (Mt) – – 2.1 Tonnes (Mt) 4.4 114.2 – 22.2 – 295.4 Tonnes (kt) 2,269 3,176 20,897 78,790 Area (k m2) 128,675 1,970 Tonnes (Mt) 488.5 1,096.8 1,304.3 134.8 Tonnes (Mt) 83.3 783.8 1,166.4 138.7 3,126.4 – Tonnes (Mt) 7.4 7.2 3.2 Tonnes (Mt) 94.9 341.1 Tonnes(6) (Mt) 409.4 1,441.6 Tonnes (Mt) 131.9 91.4 143.5 Grade (cpht) 135.9 177.9 24.0 Grade (cpht) – – 27.2 Grade (cpht) 25.0 92.9 – 31.7 – 101.3 Grade (cpht) 7.05 6.43 1.55 0.37 Grade (cpm2) 0.07 0.25 Grade (4E g/t) 5.31 5.27 2.26 4.18 Carats (M¢) 17.9 29.4 0.4 Carats (M¢) 3.8 59.6 3.8 Carats (M¢) 4.9 63.5 15.9 5.2 14.1 58.6 Carats (k¢) 1 2,819 3,027 173 Carats (k¢) Tonnes (Mt) 12.9 16.6 1.6 Tonnes (Mt) 22.9 69.9 21.8 Tonnes (Mt) 19.0 77.0 34.5 18.9 54.8 68.2 Tonnes (kt) 127 37,959 193,336 47,543 Area (k m2) 86,054 1,073,288 481 Contained Metal (4E Moz) 86.1 94.6 72.2 6.3 Grade (%TCu)(5) 0.67 Contained Copper (kt) 277 29,371 7,269 65 7,025 27 Contained Nickel (kt) 400 22 – 0.95 0.43 0.57 0.43 – Grade (%Ni) 1.19 1.21 1.30 Grade (%Fe) 62.9 51.9 Grade(6) (%Fe) 32.5 30.8 Grade (%Mn) 42.4 35.0 42.3 2,249 Tonnes (Mt) 540.6 536.4 1,134.8 46.0 Tonnes (Mt) 52.2 3,204.1 1,597.2 14.7 1,621.8 8.6 Tonnes (Mt) 29.3 1.8 – Tonnes (Mt) 109.3 92.9 Tonnes(6) (Mt) 96.0 556.6 Tonnes (Mt) 36.8 0.3 3.2 Grade (cpht) 139.3 176.7 27.5 Grade (cpht) 16.5 85.3 17.3 Grade (cpht) 25.8 82.5 46.1 27.7 25.8 85.8 Grade (cpht) 0.79 7.43 1.57 0.36 Grade (cpm2) 0.08 0.21 Grade (4E g/t) 4.95 5.49 1.98 4.25 Grade (%TCu)(5) 0.53 0.92 0.46 0.44 0.43 0.31 Grade (%Ni) 1.36 1.23 – Grade (%Fe) 64.0 51.3 Grade(6) (%Fe) 35.7 31.1 Grade (%Mn) 41.2 34.3 46.0 ORE RESERVES AND MINERAL RESOURCES Estimated Mineral Resources continued COAL OPERATIONS – Australia (See page 32 in R&R Report for details) Capcoal (OC)* Capcoal (UG)* Dawson Grosvenor Moranbah North COAL OPERATIONS – Canada (See page 32 in R&R Report for details) Trend Roman Mountain COAL OPERATIONS – Colombia (See pages 33 in R&R Report for details) Cerrejón COAL OPERATIONS – South Africa (See pages 33 in R&R Report for details) Goedehoop Greenside Isibonelo Kleinkopje Kriel Landau Mafube New Denmark Zibulo Ownership % 78.3 Mining Method OC 70.0 51.0 100 88.0 UG OC UG UG Ownership % 100 Mining Method OC 100 OC Ownership % 33.3 Ownership % 100 100 100 100 Mining Method OC Mining Method UG UG UG OC 73.0 UG&OC 100 50.0 100 OC OC UG 73.0 UG&OC Measured + Indicated Total Inferred(2) MTIS(9) (Mt) 166.3 Coal Quality (kcal/kg) 6,920 90.4 353.9 194.4 72.0 6,730 6,770 6,580 6,670 MTIS(9) (Mt) 26.5 Coal Quality (kcal/kg) 6,980 4.3 7,910 MTIS(9) (Mt) 3,674.9 Coal Quality (kcal/kg) 6,570 MTIS(9) (Mt) 197.1 Coal Quality (kcal/kg) 5,340 23.8 16.8 – 99.4 82.9 75.1 70.3 327.1 5,720 5,400 – 4,850 5,190 5,090 5,790 4,920 MTIS(9) (Mt) 197.3 Coal Quality (kcal/kg) 6,840 6.3 207.9 37.3 2.2 6,470 6,730 6,650 6,710 MTIS(9) (Mt) 2.6 Coal Quality (kcal/kg) 6,370 2.2 7,950 MTIS(9) (Mt) 644.7 Coal Quality (kcal/kg) 6,470 MTIS(9) (Mt) 7.9 Coal Quality (kcal/kg) 4,770 0.2 – 3.7 – 5,590 – 6,070 – 18.1 5,500 – – – – 249.0 4,760 Mining method: OP = Open Pit, UG = Underground, OC = Open Cast/Cut, MM = Marine Mining. TMR = Tailings Mineral Resource. Operations = Mines in steady-state or in ramp-up phase. * Capcoal comprises opencast operations at Lake Lindsay and Oak Park, with an underground longwall operation at Grasstree. (1) Estimated Mineral Resources are presented on an exclusive basis, i.e. Mineral Resources are reported as additional to Ore Reserves unless otherwise stated. Please refer to the detailed Mineral Resource estimates tables in the AA plc R&R Report for the detailed Measured, Indicated and Inferred Resource estimates. The Mineral Resource estimates are reported in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code, 2012) as a minimum standard. The Mineral Resource estimates for operations in South Africa are reported in accordance with The South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (The SAMREC Code, 2007 Edition as amended July 2009). The figures reported represent 100% of the Mineral Resources. Anglo American plc ownership is stated separately. Rounding of figures may cause computational discrepancies. (2) Total Inferred is the sum of ‘Inferred (in LOM Plan)’, the Inferred Resources within the scheduled Life of Mine Plan (LOM Plan) and ‘Inferred (ex. LOM Plan)’, the portion of Inferred Resources with reasonable prospects for eventual economic extraction not considered in the Life of Mine Plan (LOM Plan) as relevant. (3) DBCi = De Beers Canada, DBCM = De Beers Consolidated Mines, Debswana = Debswana Diamond Company, Namdeb = Namdeb Holdings. Estimated Diamond Resources are presented on an exclusive basis, i.e. Diamond Resources are quoted as additional to Diamond Reserves. k¢ = thousand carats. M¢ = million carats. k m² = thousand square metres. Grade is quoted as carats per hundred metric tonnes (cpht) or as carats per square metre (cpm²). Reported Diamond Resources are based on a Bottom Cut-off (BCO) which refers to the bottom screen size aperture and varies between 1.00mm and 3.00mm (nominal square mesh). Specific BCO’s applied to derive estimates are included in the detailed Diamond Resource tables in the AA plc R&R Report. (4) The figures reported represent 100% of the Mineral Resources attributable to Anglo American Platinum Limited unless otherwise noted. Details of the individual operations appear in the Anglo American Platinum Limited Ore Reserves and Mineral Resources Report. Merensky Reef and UG2 Reef Mineral Resources are estimated over a ‘Resource Cut’ which takes cognisance of the mining method, potential economic viability and geotechnical aspects in the hangingwall or footwall of the reef. 4E is the sum of Platinum, Palladium, Rhodium and Gold. (5) TCu = Total Copper. (6) Tonnes and grades are reported on a dry basis. (7) Mineral Resources are quoted as inclusive of those used to calculate Ore Reserves and must not be added to the Ore Reserves. (8) GEMCO Manganese grades are reported as per washed ore samples and should be read together with their respective yields, see page 29 in the AA plc R&R Report. (9) Coal Resources are quoted on a Mineable Tonnes In Situ (MTIS) basis in million tonnes, which are in addition to those Coal Resources that have been modified to produce the reported Coal Reserves. Coal Resources are reported on an in situ moisture basis. The coal quality for Coal Resources is quoted on an in situ heat content as kilocalories per kilogram (kcal/kg), representing Calorific Value (CV) on a Gross As Received (GAR) basis. CV is rounded to the nearest 10 kcal/kg. Anglo American plc Annual Report 2016 185 ORE RESERVES AND MINERAL RESOURCESOre Reserves and Mineral Resources OTHER INFORMATION GLOSSARY OF TERMS Ore Reserves An ‘Ore Reserve’ is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. ‘Modifying Factors’ are (realistically assumed) considerations used to convert Mineral Resources to Ore Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors. Ore Reserves are sub- divided in order of increasing confidence into Probable Ore Reserves and Proved Ore Reserves. A ‘Proved Ore Reserve’ is the economically mineable part of a Measured Mineral Resource. A Proved Ore Reserve implies a high degree of confidence in the Modifying Factors. A ‘Probable Ore Reserve’ is the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Ore Reserve is lower than that applying to a Proved Ore Reserve. A Probable Ore Reserve has a lower level of confidence than a Proved Ore Reserve but is of sufficient quality to serve as the basis for a decision on the development of the deposit. Mineral Resources A ‘Mineral Resource’ is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade (or quality), and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade (or quality), continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. A ‘Measured Mineral Resource’ is that part of a Mineral Resource for which quantity, grade (or quality), densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes, and is sufficient to confirm geological and grade (or quality) continuity between points of observation where data and samples are gathered. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proved Ore Reserve or under certain circumstances to a Probable Ore Reserve. An ‘Indicated Mineral Resource’ is that part of a Mineral Resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes, and is sufficient to assume geological and grade (or quality) continuity between points of observation where data and samples are gathered. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Ore Reserve. An ‘Inferred Mineral Resource’ is that part of a Mineral Resource for which quantity and grade (or quality) are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade (or quality) continuity. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to an Ore Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. Life of Mine Plan (LOM Plan) A design and costing study of an existing operation in which appropriate assessments have been made of realistically assumed geological, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, governmental, engineering, operational and all other Modifying Factors, which are considered in sufficient detail to demonstrate at the time of reporting that extraction is reasonably justified. Reserve Life The scheduled extraction period in years for the total Ore Reserves in the approved LOM Plan. Inferred (in LOM Plan) Inferred Resources within the scheduled LOM Plan. Inferred (ex. LOM Plan) The portion of Inferred Resources with reasonable prospects for eventual economic extraction not considered in the LOM Plan. Fatal-injury frequency rate (FIFR) FIFR is the number of employee or contractor fatal injuries due to all causes per 200,000 hours worked. Lost time injury frequency rate (LTIFR) LTIFR is the number of lost time injuries (LTIs) for both employees and contractors per 200,000 hours worked. An LTI is a work related injury resulting in the person being unable to attend work or perform the routine functions of his/her job, on the next calendar day after the day of the injury, whether a scheduled workday or not. Restricted work cases are therefore counted as LTIs. Total recordable case frequency rate (TRCFR) TRCFR is the number of fatal injuries, lost time injuries and medical treatment cases for both employees and contractors per 200,000 hours. New cases of occupational disease (NCOD) NCOD is the sum of occupational diseases due to asbestosis, noise-induced hearing loss, silicosis, coal-workers’ pneumoconiosis, chronic obstructive airways disease, occupational tuberculosis, occupational asthma, hand/arm vibration syndrome, musculoskeletal disorders, dermatitis, occupational cancers and other occupational diseases. Total energy consumed Total amount of energy consumed is the sum of total energy from electricity purchased, total energy from fossil fuels and total energy from renewable fuels and is measured in million gigajoules (GJ). Total new water consumed Total amount of water used is the total new or make-up water entering the operation and used for the operation’s primary operational activities and is measured in million m3. 186 Anglo American plc Annual Report 2016 OTHER INFORMATION GLOSSARY OF TERMS Greenhouse gases (GHGs) The Intergovernmental Panel on Climate Change 2006 report (as updated in 2011) factors are applied as defaults for all carbon dioxide-equivalent (CO2e) and energy calculations. Where emission factors are available for specific countries or sub-regions from government and regulatory authorities, these are applied. Australian operations apply conversion factors required by the government for regulatory reporting and operations in Brazil apply local factors for biomass and biofuel. Factors for CO2e from electricity are based on local grid factors. Based on a self-assessment, Anglo American believes it reports in accordance with the WRI/WBCSD GHG Protocol, as issued prior to the 2015 revision on Scope 2 emissions reporting. In line with the GHG Protocol’s ‘management control’ boundary, 100% of the direct and indirect emissions for managed operations are accounted for while zero emissions for joint ventures and other investments are included in the reporting scope. Level 3, 4 and 5 environmental incidents Environmental incidents are unplanned or unwanted events resulting from our operations that adversely impact the environment or contravene local regulations/permit conditions. They are classified from minor (Level 1) to significant (Level 5) depending on the duration and extent of impact, as well as the sensitivity and/or biodiversity value of the receiving environment. Level 3-5 incidents are those which we consider to have prolonged impacts on the local environments, lasting in excess of one month and affecting areas greater than several hundred metres on site, or extending beyond the boundaries of our immediate operations. Total amount spent on corporate social investment (CSI) Categories for corporate social investment expenditure include charitable donations, community investment and commercial initiatives. CSI is reported in US dollars and converted from currency of the operations at the average foreign exchange rate applied by Anglo American for financial reporting purposes. Charitable donations include cash donations, contributions in kind, employees’ working hours spent on charity projects during work hours, and the cost of initiatives designed to inform communities about community-benefit initiatives (e.g. the production of reports that are issued to communities for the purpose of reporting progress). Not included is expenditure that is necessary for the development of an operation (e.g. resettlement of families) or receiving a licence. Training expenditure for individuals who will be employed by the company following completion of training is not included. Community investment includes the funding of community partnerships which address social issues, the costs of providing public facilities to community members who are not employees or dependants, the marginal value of land or other assets transferred to community ownership, and income creation schemes or mentoring/ volunteering initiatives which do not have a principally commercial justification. Commercial initiatives include enterprise development and other community initiatives/partnerships that also directly support the success of the Company (such as supplier development). There must, however be a clear and primary element of public benefit. We prohibit the making of donations for political purposes to any politician, political party or related organisation, an official of a political party or candidate for political office in any circumstances either directly or through third parties. Jobs created/sustained through enterprise development initiatives in Chile In Chile, Anglo American supports jobs through training and mentoring programmes. On an annual basis, we report the number of entrepreneurs who have been provided support through our local partner, TechnoServe. The associated programmes are engaged in ongoing monitoring and data is reported at the end of the reporting period. Businesses supported through enterprise development initiatives in South Africa Anglo American supports a range of entrepreneurs and small and medium enterprises in South Africa through the issuance of micro-finance loans. Businesses supported are enterprises for which funding has been approved and made available by the Zimele investment committee in the reporting year.  Anglo American plc Annual Report 2016 187 Other information OTHER INFORMATION ALTERNATIVE PERFORMANCE MEASURES Introduction When assessing and discussing the Group’s reported financial performance, financial position and cash flows, management makes reference to Alternative Performance Measures (APMs) of historical or future financial performance, financial position or cash flows that are not defined or specified under International Financial Reporting Standards (IFRS). The APMs used by the Group fall into two categories: • Financial APMs: These financial measures are usually derived from the financial statements, prepared in accordance with IFRS. Certain financial measures cannot be directly derived from the financial statements as they contain additional information, such as financial information from earlier periods or profit estimates or projections. The accounting policies applied when calculating APMs are, where relevant and unless otherwise stated, the same as those disclosed in the Group’s Consolidated financial statements for the year ended 31 December 2016. • Non-financial APMs: These measures incorporate certain non-financial information which management believes is useful when assessing the performance of the Group. APMs are not uniformly defined by all companies, including those in the Group’s industry. Accordingly, the APMs used by the Group may not be comparable with similarly titled measures and disclosures made by other companies. APMs should be considered in addition to, and not as a substitute for or as superior to, measures of financial performance, financial position or cash flows reported in accordance with IFRS. Purpose The Group uses APMs to improve the comparability of information between reporting periods and business units, either by adjusting for uncontrollable or one-off factors which impact upon IFRS measures or, by aggregating measures, to aid the user of the Annual Report in understanding the activity taking place across the Group’s portfolio. Their use is driven by characteristics particularly visible in the mining sector: 1. Earnings volatility: The Group mines and markets commodities and precious metals and minerals. The sector is characterised by significant volatility in earnings driven by movements in macroeconomic factors, primarily price and foreign exchange. This volatility is outside the control of management and can mask underlying changes in performance. As such, when comparing year-on-year performance, management excludes certain non-recurring items (such as those classed as ‘special items’) to aid comparability and then quantifies and isolates uncontrollable factors in order to improve understanding of the controllable portion of variances. 2. Nature of investment: Investments in the sector typically occur over several years and are large, requiring significant funding before generating cash. These investments are often made with partners and the nature of the Group’s ownership interest affects how the financial results of these operations are reflected in the Group’s results e.g. whether full consolidation (subsidiaries), consolidation of the Group’s attributable assets and liabilities (joint operations) or equity accounted (associates and joint ventures). Attributable metrics are therefore presented to help demonstrate the financial performance and returns available to the Group, for investment and financing activities, excluding the effect of different accounting treatments for different ownership interests. 3. Portfolio complexity: The Group operates in a number of different, but complementary commodities, precious metals and minerals. The cost, value of and return from each saleable unit (e.g. tonne, pound, carat, ounce) can differ materially between each business. This makes understanding both the overall portfolio performance, and the relative performance of its constituent parts on a like-for-like basis, more challenging. The Group therefore uses composite APMs to provide a consistent metric to assess performance at the portfolio level. Consequently, APMs are used by the Board and management for planning and reporting. A subset is also used by management in setting director and management remuneration. The measures are also used in discussions with the investment analyst community and credit rating agencies. Financial APMs Closest equivalent IFRS measure Group APM Income statement Group revenue Revenue Adjustments to reconcile to primary statements Rationale for adjustments • Revenue from associates and joint ventures • Exclude the effect of different basis of consolidation to aid comparability Underlying EBIT Underlying EBITDA Underlying earnings Underlying effective tax rate Underlying earnings per share Balance sheet Net debt Attributable ROCE Driving Value ROCE Profit/(loss) before net finance (costs)/ income and tax • Operating and non-operating special items and remeasurements • Exclude the impact of non-recurring items or certain accounting adjustments that can mask underlying changes in performance • Underlying EBIT from associates and joint • Exclude the effect of different basis of consolidation to aid ventures comparability Profit/(loss) before net finance (costs)/ income and tax Profit/(loss) for the financial year attributable to equity shareholders of the Company • Operating and non-operating special items and remeasurements • Depreciation and amortisation • Underlying EBITDA from associates and joint ventures • Special items and remeasurements • Exclude the impact of non-recurring items or certain accounting adjustments that can mask underlying changes in performance • Exclude the effect of different basis of consolidation to aid comparability • Exclude the impact of non-recurring items or certain accounting adjustments that can mask underlying changes in performance Income tax expense • Tax related to special items and remeasurements • The Group’s share of associates’ and joint ventures’ profit before tax, before special items and remeasurements, and tax expense, before special items and remeasurements • Exclude the impact of non-recurring items or certain accounting adjustments that can mask underlying changes in performance • Exclude the effect of different basis of consolidation to aid comparability Earnings per share • Special items and remeasurements • Exclude the impact of non-recurring items or certain accounting adjustments that can mask underlying changes in performance Borrowings less cash and related hedges No direct equivalent • Not applicable obligation of the Group • Not applicable • Debit valuation adjustment • Exclude the impact of accounting adjustments from the net debt No direct equivalent • Not applicable • Not applicable 188 Anglo American plc Annual Report 2016 OTHER INFORMATION ALTERNATIVE PERFORMANCE MEASURES Group APM Cash flow Capital expenditure (capex) Closest equivalent IFRS measure Expenditure on property, plant and equipment Attributable free cash flow Cash flows from operations Adjustments to reconcile to primary statements Rationale for adjustments • Cash flows from derivatives related to capital • To reflect the net attributable cost of capital expenditure expenditure taking into account economic hedges • Proceeds from disposal of property, plant and equipment • Direct funding for capital expenditure from non-controlling interests • Capital expenditure • Cash tax paid • Dividends from associates, joint ventures and financial asset investments • Net interest paid • Dividends to non-controlling interests • To measure the amount of cash available to finance returns to shareholders or growth after servicing debt, providing a return to minority shareholders and meeting existing capex commitments Group revenue Group revenue includes the Group’s attributable share of associates’ and joint ventures’ revenue. A reconciliation to ‘Revenue’, the closest equivalent IFRS measure to Group revenue is provided within note 3 to the Consolidated financial statements. Underlying EBIT Underlying EBIT is ‘Operating profit/(loss)’ presented before special items and remeasurements(1) and includes the Group’s attributable share of associates’ and joint ventures’ underlying EBIT. Underlying EBIT of associates and joint ventures is the Group’s attributable share of associates’ and joint ventures’ revenue less operating costs before special items and remeasurements(1) of associates and joint ventures. A reconciliation to ‘Profit/(loss) before net finance (costs)/income and tax’, the closest equivalent IFRS measure to underlying EBIT is provided within note 3 to the Consolidated financial statements. Underlying EBITDA Underlying EBITDA is underlying EBIT before depreciation and amortisation and includes the Group’s attributable share of associates’ and joint ventures’ underlying EBIT before depreciation and amortisation. A reconciliation to ‘Profit/(loss) before net finance (costs)/income and tax’, the closest equivalent IFRS measure to underlying EBITDA, is provided within note 3 to the Consolidated financial statements. Underlying earnings Underlying earnings is ‘Profit/(loss) for the financial year attributable to equity shareholders of the Company’ before special items and remeasurements(1) and is therefore presented after net finance costs, income tax expense and non-controlling interests. A reconciliation to ‘Profit/(loss) for the financial year attributable to equity shareholders of the Company’, the closest equivalent IFRS measure to underlying earnings, is provided within note 9 to the Consolidated financial statements. Underlying effective tax rate The underlying effective tax rate equates to the income tax expense, before special items and remeasurements(1) and including the Group’s share of associates’ and joint ventures’ tax before special items and remeasurements,(1) divided by profit before tax before special items and remeasurements(1) and including the Group’s share of associates’ and joint ventures’ profit before tax before special items and remeasurements.(1) A reconciliation to ‘Income tax expense’, the closest equivalent IFRS measure to underlying effective tax rate, is provided within note 8 to the Consolidated financial statements. Underlying earnings per share Basic and diluted underlying earnings per share are calculated as underlying earnings divided by the basic or diluted shares in issue. The calculation of underlying earnings per share is disclosed within note 9 to the Consolidated financial statements. Net debt Net debt is calculated as total borrowings less cash and cash equivalents (including derivatives which provide an economic hedge of net debt, see note 19, before taking into account the effect of debit valuation adjustments explained in note 18). A reconciliation to the Consolidated balance sheet is provided within note 23 to the Consolidated financial statements. (1) Special items and remeasurements are defined in note 6 to the Consolidated financial statements. Capital expenditure (capex) Capital expenditure is defined as cash expenditure on property, plant and equipment, including related derivatives, and is presented net of proceeds from disposal of property, plant and equipment and includes direct funding for capital expenditure from non-controlling interests in order to match more closely the way in which it is managed. A reconciliation to ‘Expenditure on property, plant and equipment’, the closest equivalent IFRS measure to capital expenditure, is provided within note 22 to the Consolidated financial statements. Operating cash flows generated by operations that have not yet reached commercial production are also included in capital expenditure. However, capital expenditure is also periodically shown on an underlying basis i.e. before inclusion of capitalised operating cash flows. Where this occurs, the measure is footnoted as such. Attributable return on capital employed (ROCE) ROCE is a ratio that measures the efficiency and profitability of a company’s capital investments. Attributable ROCE displays how effectively assets are generating profit on invested capital for the equity shareholders of the Company. It is calculated as attributable underlying EBIT divided by average attributable capital employed. Attributable underlying EBIT excludes the underlying EBIT of non-controlling interests. Capital employed is defined as net assets excluding net debt and financial asset investments. Attributable capital employed excludes capital employed of non-controlling interests. Average attributable capital employed is calculated by adding the opening and closing attributable capital employed for the relevant period and dividing by two. Attributable ROCE is also used as an incentive measure in executives’ remuneration and is predicated upon the achievement of ROCE targets in the final year of a three year performance period. It is one of the performance measures used in LTIP 15 and LTIP 16 and is proposed to be used in LTIP 17. Capital employed by segment is disclosed in note 3 to the Consolidated financial statements. Driving Value ROCE Driving Value ROCE is used for the measurement of LTIP 14 only. It is calculated using Attributable ROCE adjusted for non-recurring items that do not impact cash performance: • Impairments announced after 10 December 2013 are added back to total capital employed (unless the impairment resulted from the asset being taken out of service). • Earnings and return impacts from impairments (due to reduced depreciation or amortisation expense) are excluded from earnings. • The De Beers fair value uplift which resulted from the revaluing upward of the Group’s 45% share in De Beers, owned at the time of acquisition of a further 40% in 2012, is removed from 2012 capital employed onwards. Attributable free cash flow Attributable free cash flow is calculated as ‘Cash flows from operations’ plus dividends received from associates, joint ventures and financial asset investments, less capital expenditure, less tax cash payments excluding tax payments relating to disposals, less net interest paid including interest on derivatives hedging net debt, less dividends paid to non-controlling interests. A reconciliation of ‘Cash flows from operations’, the closest equivalent IFRS measure, is provided on page 38 of the Group Financial Review. Anglo American plc Annual Report 2016 189 Other information OTHER INFORMATION ALTERNATIVE PERFORMANCE MEASURES Non-financial APMs Some of our measures are not reconciled to IFRS either because they include non-financial information, because there is no meaningful IFRS comparison or the purpose of the measure is not typically covered by IFRS. Group APM Copper equivalent production Category Portfolio complexity Communicate production/revenue generation movements in a single comparable measure Purpose removing the impact of price Unit cost Earnings volatility Express cost of producing one unit of saleable product Copper equivalent unit cost Portfolio complexity Communicate the cost of production per unit in a single comparable measure for the portfolio Productivity Portfolio complexity Highlight efficiency in generating revenue per employee Volume and cash cost improvements Earnings volatility Quantify year-on-year EBITDA improvement removing the impact of major uncontrollable factors Copper equivalent production Copper equivalent production, expressed as copper equivalent tonnes, shows changes in underlying production volume. It is calculated by expressing each commodity’s volume as revenue, subsequently converting the revenue into copper equivalent units by dividing by the copper price (per tonne). Long-term forecast prices (and foreign exchange rates where appropriate) are used, in order that period-on-period comparisons exclude any impact for movements in price. When calculating copper equivalent production, all volumes relating to domestic sales are excluded, as are volumes from Samancor and sales from non-mining activities. Volume from projects in pre-commercial production (e.g. Minas-Rio, Gahcho Kué) are included. Unit cost Unit cost is the direct cash cost including direct cash support costs incurred in producing one unit of saleable production. For bulk products (coal, iron ore), unit costs shown are FOB i.e. cost on board at port. For base metals (copper, nickel), they are shown at C1 i.e. after inclusion of by-product credits and logistics costs. For platinum and diamonds, unit costs include all direct expensed cash costs incurred i.e. excluding, amongst other things, market development activity, corporate overhead etc. Platinum unit costs exclude by-product credits. Royalties are excluded from all unit cost calculations. Copper equivalent unit cost Copper equivalent unit cost is the cost incurred to produce one tonne of copper equivalent. Only the cost incurred in mined output from subsidiaries and joint operations is included, representing direct costs in the Consolidated income statement controllable by the Group. Costs and volumes from associates and joint ventures are excluded, as are those from operations that are not yet in commercial production, that deliver domestic production, and those associated with third-party volume purchases of diamonds and platinum concentrate. When calculating copper equivalent unit cost, unit costs for each commodity are multiplied by relevant production, combined and then divided by the total copper equivalent production, to get a copper equivalent unit cost i.e. the cost of mining one tonne of copper equivalent. The metric is in US dollars and, where appropriate, long-term foreign exchange rates are used to convert from local currency to US dollars. Productivity The Group’s productivity measure calculates the copper equivalent production generated per employee. It is a measure that represents how well headcount is driving revenue. It is calculated by dividing copper equivalent production by the average direct headcount from consolidated mining operations in a given year. Volume and cash cost improvements The Group uses an underlying EBITDA waterfall to understand its year-on- year underlying EBITDA performance. The waterfall isolates the impact of uncontrollable factors in order that the real year-on-year improvement in performance can be seen by the user. Three variables are normalised, in the results of subsidiaries and joint operations, for: • Price: The movement in price between comparative periods is removed, by multiplying current year sales volume by the movement in realised price for each product group • Foreign exchange: The year-on-year movement in exchange is removed from the current year non-US dollar cost base i.e. costs are restated at prior year foreign exchange rates. The non-US dollar cash cost base excludes costs which are price linked (e.g. purchase of concentrate from third-party platinum providers, third-party diamond purchases) • Inflation: CPI is removed from cash costs, restating these costs at the pricing level of the base year. The remaining variances in the underlying EBITDA waterfall are in real US dollar terms for the base year i.e. for a waterfall comparing 2016 with 2015, the sales volume and cash cost variances exclude the impact of price, foreign exchange and CPI and are hence in real 2015 terms. This allows the user of the waterfall to understand the underlying real movement in sales volumes and cash costs on a consistent basis. 190 Anglo American plc Annual Report 2016 OTHER INFORMATION PRODUCTION STATISTICS The figures below include the entire output of consolidated entities and the Group’s attributable share of joint operations, associates and joint ventures where applicable, except for Collahuasi in the Copper segment and De Beers’ joint operations which are quoted on a 100% basis.(1) De Beers Carats recovered 100% basis (unless otherwise stated) Orapa Letlhakane Damtshaa Jwaneng Debswana Namdeb Debmarine Namibia Namdeb Holdings Kimberley Venetia Voorspoed DBCM Snap Lake Victor Gahcho Kué (51% basis) De Beers Canada Total carats recovered Sales volumes Total sales volume (100%) (Mct) Consolidated sales volume (Mct)(2) Number of Sights (sales cycles) Platinum Refined production Platinum (troy oz) Palladium (troy oz) Rhodium (troy oz) Copper refined (tonnes)(3) Copper matte (tonnes)(3) Nickel refined (tonnes)(3) Nickel matte (tonnes)(3) Gold (troy oz) Produced ounces Platinum (troy oz) Mogalakwena (troy oz) Amandelbult (troy oz) Unki (troy oz) Independently managed (troy oz)(4) Rustenburg (troy oz)(5) Union (troy oz) Other (troy oz)(6) 4E built-up head grade (g/tonne milled)(7) Platinum sales volumes Copper (tonnes) on a contained metal basis unless stated otherwise(8) Collahuasi 100% basis (Anglo American share 44%) Ore mined Ore processed – Oxide Ore processed – Sulphide Ore grade processed – Oxide (% ASCu)(9) Ore grade processed – Sulphide (% TCu)(10) Production – Copper cathode Production – Copper in concentrate Total copper production for Collahuasi Anglo American’s share of copper production for Collahuasi(11) Anglo American Sur Los Bronces mine(12) Ore mined Marginal ore mined Ore processed – Sulphide Ore grade processed – Sulphide (% TCu) Production – Copper cathode Production – Copper in concentrate Production total El Soldado mine(12) Ore mined Ore processed – Sulphide Ore grade processed – Sulphide (% TCu) Production – Copper cathode Production – Copper in concentrate Production total Chagres Smelter(12) Ore smelted Production Total copper production for Anglo American Sur See page 193 for footnotes. 2016 2015 7,931,000 595,000 – 11,975,000 20,501,000 404,000 1,169,000 1,573,000 68,000 3,517,000 649,000 4,234,000 3,000 596,000 432,000 1,031,000 27,339,000 9,877,000 506,000 221,000 9,764,000 20,368,000 494,000 1,270,000 1,764,000 837,000 3,132,000 704,000 4,673,000 1,243,000 644,000 – 1,887,000 28,692,000 32.0 30.0 10 20.6 19.9 10 2,334,700 1,464,200 317,400 14,100 – 25,400 – 108,200 2,381,900 411,900 466,500 74,500 784,900 377,400 151,300 115,400 3.16 2,415,700 67,602,600 – 49,406,800 – 1.22 4,800 501,800 506,600 222,900 51,109,700 34,189,300 47,697,000 0.67 36,000 271,200 307,200 7,339,100 6,964,400 0.85 – 47,000 47,000 133,800 130,800 354,200 2,458,800 1,594,900 305,200 16,800 300 25,400 400 113,000 2,337,300 392,500 437,500 66,500 768,500 478,100 141,100 53,100 3.23 2,471,400 79,573,500 4,653,900 43,790,600 0.63 1.15 22,200 433,100 455,300 200,300 50,258,500 39,252,600 45,396,900 0.92 35,000 366,700 401,700 5,208,100 5,965,400 0.77 200 35,800 36,000 149,100 145,100 437,700 Anglo American plc Annual Report 2016 191 Other information OTHER INFORMATION PRODUCTION STATISTICS Copper (tonnes) (continued) Anglo American Norte Mantos Blancos mine Ore processed – Sulphide Ore grade processed – Sulphide (% TCu) Production – Copper cathode Production – Copper in concentrate Production total Mantoverde mine Ore processed – Oxide Ore processed – Marginal ore Ore grade processed – Oxide (% ASCu) Ore grade processed – Marginal ore (% ASCu) Production – Copper cathode Total copper production for Anglo American Norte Total Copper segment copper production Total attributable copper production(13) Total attributable payable copper production Attributable sales volumes Total attributable payable sales volumes Third party sales(14) Nickel (tonnes) unless stated otherwise(15) Barro Alto Ore mined Ore processed Ore grade processed – %Ni Production Codemin Ore mined Ore processed Ore grade processed – %Ni Production Total Nickel segment nickel production Sales volumes Niobium and Phosphates(16) Niobium (tonnes) unless otherwise stated Ore mined Ore processed Ore grade processed – %Nb Production Sales volumes Phosphates (tonnes) unless otherwise stated Concentrate Concentrate grade – %P2O5 Phosphoric acid Fertiliser High analysis fertiliser Low analysis fertiliser Dicalcium phosphate (DCP) Fertiliser sales volumes Iron Ore and Manganese (tonnes) Kumba Iron Ore Lump Fines Total Kumba production Sishen Kolomela Thabazimbi Total Kumba production Kumba sales volumes RSA export iron ore RSA domestic iron ore Minas-Rio Pellet feed (wet basis) Minas-Rio sales volumes Export – pellet feed (wet basis) Samancor Manganese ore(17) Manganese alloys(17)(18) Samancor sales volumes Manganese ore Manganese alloys See page 193 for footnotes. 192 Anglo American plc Annual Report 2016 2016 2015 – – – – – – – – – – – 860,800 577,100 557,100 577,800 557,900 62,000 2,835,500 0.76 20,400 18,100 38,500 6,605,300 5,944,800 0.52 0.21 32,300 70,800 963,800 708,800 686,900 705,600 683,500 41,400 2,630,700 2,357,100 1.76 35,500 2,943,600 1,472,800 1.78 21,300 6,800 589,600 1.71 9,000 44,500 44,900 2,229,100 1,680,600 0.98 4,700 4,600 1,033,400 36.9 233,600 864,300 157,600 706,700 113,900 972,700 8,600 591,100 1.69 9,000 30,300 32,000 2,131,700 2,231,300 0.96 6,300 5,100 1,341,400 36.8 265,100 1,110,800 172,700 938,100 147,300 1,060,100 26,801,500 14,674,400 41,475,900 28,380,000 12,726,300 369,600 41,475,900 29,003,100 15,875,100 44,878,200 31,392,800 12,054,400 1,431,000 44,878,200 39,060,400 3,423,300 43,560,000 4,276,800 16,140,900 9,174,200 16,210,500 8,467,600 3,133,100 137,800 3,111,600 213,600 3,279,200 170,000 3,084,700 203,300 OTHER INFORMATION PRODUCTION STATISTICS Coal (tonnes) Australia Metallurgical – Export Coking Metallurgical – Export PCI Production total Thermal – Export Thermal – Domestic Production total South Africa Thermal – Export Thermal – Domestic (Eskom) Thermal – Domestic (Non-Eskom) Production total Colombia Thermal – Export Total Metallurgical coal production Total Export Thermal coal production Total Domestic Thermal coal production Total Coal production Weighted average achieved US$/t FOB prices Australia and Canada Metallurgical – Export HCC Metallurgical – Export PCI Thermal – Export Thermal – Domestic South Africa Thermal – Export Thermal – Domestic Colombia Thermal – Export Sales volumes (own mined) Australia and Canada Metallurgical – Export(19) Thermal – Export Thermal – Domestic South Africa Thermal – Export Thermal – Domestic Colombia Thermal – Export Coal by mine (tonnes) Australia Callide Capcoal (incl. Grasstree) Dawson Drayton Foxleigh Grosvenor Jellinbah Moranbah North Production total South Africa Goedehoop Greenside Isibonelo Kleinkopje Kriel Landau Mafube New Denmark New Vaal Zibulo Production total Colombia Carbones del Cerrejón Total Coal production 2016 2015 16,199,900 4,675,800 20,875,700 3,957,500 5,553,400 9,510,900 17,872,400 28,699,300 7,188,200 53,759,900 10,667,900 20,875,700 32,497,800 41,440,900 94,814,400 15,907,900 5,300,300 21,208,200 5,280,500 7,051,600 12,332,100 17,403,600 26,021,200 6,843,900 50,268,700 11,074,300 21,208,200 33,758,400 39,916,700 94,883,300 119 77 55 24 60 17 56 94 77 55 28 55 19 55 20,658,600 4,255,300 5,375,400 21,093,400 5,904,200 7,049,300 19,071,700 34,480,600 19,919,800 31,691,600 10,810,200 11,189,300 6,230,800 6,832,900 4,608,700 1,167,500 1,439,400 1,759,000 3,282,300 5,066,100 30,386,700 4,688,600 3,945,300 4,395,000 3,867,900 6,336,500 4,317,800 1,759,000 2,547,400 15,894,800 6,007,600 53,759,900 7,930,400 8,689,700 4,314,500 2,122,000 1,860,600 499,800 3,201,500 4,921,800 33,540,300 4,287,200 3,876,600 4,531,800 3,152,300 6,158,200 4,268,700 1,442,500 2,838,300 14,148,100 5,565,000 50,268,700 10,667,900 94,814,400 11,074,300 94,883,300 (1) With the exception of Gahcho Kué, which is on an attributable 51% basis. (2) Consolidated sales volumes exclude De Beers’ JV partners’ 50% proportionate share of sales to entities outside the De Beers Group of Companies from the Diamond Trading Company Botswana (DTCB) and the Namibia Diamond Trading Company (NDTC). (3) Copper and nickel refined through third parties is shown as production of copper matte and nickel matte. (4) Independently managed operations include: BRPM, Bokoni, Kroondal, Mototolo and Modikwa. (5) Restated to exclude third party production from Platinum Mile which was not sold as part of the Rustenburg transaction. (6) Other includes Twickenham and third party purchases including purchased ounces from Rustenburg from 1 November 2016. (7) 4E: the grade measured as the combined content of the four most valuable precious metals: platinum, palladium, rhodium and gold. (8) Excludes Anglo American Platinum’s copper production. (9) ASCu = acid soluble copper. (10) TCu = total copper. (11) Anglo American’s share of Collahuasi production is 44%. (12) Anglo American ownership interest of Anglo American Sur is 50.1%. Production is stated at 100% as Anglo American consolidates Anglo American Sur. (13) Difference between total copper production and attributable copper production arises from Anglo American’s 44% interest in Collahuasi. (14) Relates to sales of copper not produced by Anglo American operations. (15) Excludes Anglo American Platinum’s nickel production. (16) Niobium and Phosphates was sold on 30 September 2016 (see note 30). (17) Saleable production. (18) Production includes medium carbon ferro-manganese. (19) Includes both hard coking coal and PCI sales volumes. Anglo American plc Annual Report 2016 193 Other information QUARTERLY PRODUCTION STATISTICS De Beers (diamonds recovered – carats) 100% basis(1) Diamonds Platinum refined production Platinum (troy oz) Palladium (troy oz) Rhodium (troy oz) Copper refined (tonnes) Nickel refined (tonnes) Gold (troy oz) Produced ounces platinum (troy oz) Copper (tonnes)(2)(3) Nickel (tonnes)(4) Niobium and Phosphates Niobium (tonnes) Phosphates (tonnes) Concentrate Phosphoric Acid Fertiliser Dicalcium phosphate (DCP) Iron Ore and Manganese (tonnes) Iron ore – Kumba Iron ore – Minas-Rio Manganese ore(5) Manganese alloys(5)(6) Coal (tonnes) Australia Metallurgical – Export Thermal – Export Thermal – Domestic South Africa Thermal – Export Thermal – Domestic (Eskom) Thermal – Domestic (Non-Eskom) Colombia Thermal – Export 31 December 2016 30 September 2016 30 June 2016 31 March 2016 31 December 2015 31 December 2016 v 30 September 2016 31 December 2016 v 31 December 2015 Quarter ended % Change (Quarter ended) 7,752,000 6,273,000 6,448,000 6,866,000 7,052,000 24% 10% 631,600 397,400 92,200 3,300 6,200 33,900 610,100 694,600 412,900 86,800 3,800 7,100 24,100 619,100 747,600 472,300 90,700 3,700 6,400 22,300 585,700 260,800 181,600 47,700 3,300 5,700 27,900 567,000 744,900 468,400 85,700 4,700 7,300 29,500 598,000 146,600 139,800 144,200 146,500 181,400 10,900 11,300 11,100 11,200 10,500 – – – – – 2,100 1,200 1,400 1,600 342,400 80,900 303,500 40,900 358,000 73,600 285,900 41,500 333,100 79,100 274,900 31,500 355,700 63,900 303,400 38,700 11,927,900 4,855,300 804,200 37,100 11,759,900 4,452,400 761,700 38,900 8,863,600 3,483,800 791,300 29,700 8,924,500 3,349,400 775,900 32,100 10,935,200 3,252,500 596,000 43,500 5,359,700 671,900 661,800 4,489,700 7,514,700 1,704,200 5,506,600 1,112,700 1,682,000 4,750,900 8,083,900 1,855,900 5,483,300 1,107,000 1,716,700 4,655,800 6,708,700 1,824,300 4,526,100 1,065,900 1,492,900 3,976,000 6,392,000 1,803,800 5,484,300 1,154,300 1,978,800 3,878,000 5,533,500 1,821,500 2,800,600 2,927,800 2,329,500 2,610,000 2,628,100 (9)% (4)% 6% (13)% (13)% 41% (1)% 5% (4)% – – – – – 1% 9% 6% (5)% (3)% (40)% (61)% (5)% (7)% (8)% (4)% (15)% (15)% 8% (30)% (15)% 15% 2% (19)% 4% – – – – – 9% 49% 35% (15)% (2)% (42)% (67)% 16% 36% (6)% 7% (1) De Beers’ production is on a 100% basis, except for Gahcho Kué joint operation which is on an attributable 51% basis. (2) Excludes Anglo American Platinum’s copper production. (3) Copper segment attributable production. (4) Excludes Anglo American Platinum’s nickel production. (5) Saleable production. (6) Production includes medium carbon ferro-manganese. 194 Anglo American plc Annual Report 2016 OTHER INFORMATION OTHER INFORMATION NON-FINANCIAL DATA Safety(1) Work-related fatalities Fatal-injury frequency rate (FIFR)(2) Total recordable case frequency rate (TRCFR)(2) Lost time injury frequency rate (LTIFR)(2) Occupational health(1) New cases of occupational disease (NCOD)(2) Environment(1) Total CO2 emissions (Mt CO2e) Total energy consumed (million GJ)(2) Total new water consumed (million m3)(2) Human Resources(1)(3) Women in management (%)(4) Historically Disadvantaged South Africans in management (%)(5) Resignations (%)(6) Redundancies (%)(7) Dismissals (%)(8) Other reasons for leaving (%)(9) Social(1) CSI spend (total in US$ million)(10) CSI spend (% of underlying EBIT)(10) Businesses supported through enterprise development initiatives Jobs created/maintained through enterprise development programmes 2016 2015 2014 2013 2012 11 0.007 0.71 0.37 111 17.8 105 191 25 62 2.2 7.1 1.8 3.5 6 0.004 0.93 0.47 163 18.3 106 222 25 60 1.9 3.5 1.4 4.2 6 0.003 0.80 0.35 175 17.3 108 196 24 60 2.0 0.9 1.0 1.9 15 0.008 1.08 0.49 209 17.1 106 201 23 64 2.0 4.1 1.5 2.7 13 0.007 1.29 0.58 174 18.5 113 156 23 62 2.4 0.6 1.4 2.4 84 3 62,447 116,298 124 6 62,661 108,423 136 3 58,257 96,873 127 2 48,111 76,543 146 3 40,217 64,927 (1) The data includes wholly owned subsidiaries and joint ventures over which Anglo American has management control, and does not include independently managed operations such as Collahuasi, Carbones del Cerrejón and Samancor. De Beers data included from September 2012. Divested businesses are included up until the point of divestment. (2) See pages 186–187 for definitions. (3) Excludes Other Mining and Industrial. (4) Women in management is the number of female managers as a percentage of all managers in the workforce excluding contractors. (5) Historically Disadvantaged South Africans in management is the percentage of managers at Anglo American in South Africa who are ‘Historically Disadvantaged South Africans’. (6) The number of people who resigned as a percentage of the total workforce excluding contractors. (7) The number of people who have been retrenched as a percentage of total workforce excluding contractors. (8) The number of people who have been dismissed or have resigned to avoid dismissal, as a percentage of total workforce excluding contractors. (9) The number of people who left for reasons other than those shown above, for example retirement, ill health and death, as a percentage of total workforce excluding contractors. (10) CSI spend is the sum of donations for charitable purposes and community investment (which includes cash and in-kind donations and staff time) as well as investments in commercial initiatives with public benefit (such as enterprise development). Included within the CSI expenditure figure for 2016 is expenditure relating to Zimele ($2.3 million, 2015: $15.9 million). Anglo American plc Annual Report 2016 195 Other information THE BUSINESS – AN OVERVIEW as at 31 December 2016 De Beers 100% owned South Africa De Beers Group Services (Exploration and Services) De Beers Marine Canada De Beers Canada Snap Lake Victor Synthetic Diamond Supermaterials Element Six Technologies Sales De Beers Global Sightholder Sales Auction Sales Brands Forevermark Platinum 100% owned South Africa Amandelbult Mine Mogalakwena Mine Waterval Smelter (including converting process) Mortimer Smelter Polokwane Smelter Rustenburg Base Metals Refinery Precious Metals Refinery Twickenham Mine Zimbabwe Unki Mine Copper Chile Chagres El Soldado Los Bronces Collahuasi Nickel 100% owned Brazil Barro Alto Codemin Other interests South Africa De Beers Consolidated Mines(1) Venetia Voorspoed De Beers Sightholder Sales South Africa Botswana Debswana(3) Damtshaa Jwaneng Orapa Letlhakane Canada De Beers Canada Gahcho Kué Overall ownership: 85% Namibia Namdeb Holdings(2) 50% 74% Namdeb Diamond Corporation Mining Area 1 Orange River Elizabeth Bay Alluvial Contractors Debmarine Namibia Atlantic 1 50% Sales DTC Botswana Namibia DTC 50% 50% Synthetic Diamond Supermaterials 60% Element Six Abrasives 51% Brands De Beers Diamond Jewellers 50% Overall ownership: 78%(4) Other interests South Africa Union Mine Atomatic Trading Proprietary Limited Masa Chrome Company Joint operations or sharing agreements Modikwa Platinum Joint Operation Kroondal Pooling and Sharing Agreement Mototolo Joint Operation Associates Bokoni Pandora Bafokeng-Rasimone Atlatsa Resources Corporation Johnson Matthey Fuel Cells South Africa – other Wesizwe Platinum Limited Royal Bafokeng Platinum Limited Peru 50.1% Quellaveco 50.1% 50.1% 44% 85% 74% 50.1% 50% 50% 50% 49% 42.5% 33% 23% 17.5% 13% 11.6% 81.9% Overall ownership: 100% (1) The 74% interest in De Beers Consolidated Mines (DBCM) is held indirectly through De Beers plc (De Beers). The 74% interest represents De Beers’ legal ownership share in DBCM. For accounting purposes De Beers consolidates 100% of DBCM as it is deemed to control the BEE entity, Ponahalo, which holds the remaining 26%. The Group’s effective interest in DBCM is 85%. (2) The 50% interest in Namdeb Holdings is held indirectly through De Beers. The Group’s effective interest in Namdeb Holdings is 42.5%. (3) The 50% interest in Debswana is held indirectly through De Beers. The Group’s effective interest in Debswana is 16.3%. (4) The Group’s effective interest in Anglo American Platinum is 79.6%, which includes shares issued as part of a community empowerment deal. 196 Anglo American plc Annual Report 2016 OTHER INFORMATION OTHER INFORMATION THE BUSINESS – AN OVERVIEW Iron Ore and Manganese Kumba Iron Ore (South Africa) Sishen Iron Ore Company(1) (South Africa) Minas-Rio (Brazil) Ferroport (Brazil)(2) Samancor (South Africa and Australia) Coal 100% owned Australia Grosvenor Monash Energy Holdings Ltd Canada Peace River Coal South Africa Goedehoop Greenside Isibonelo Kleinkopje Landau New Denmark New Vaal Corporate and other 100% owned Vergelegen (South Africa) Other interests Australia Capcoal Dartbrook Dawson Drayton Moranbah North Jellinbah Australia – other Dalrymple Bay Coal Terminal Pty Ltd Newcastle Coal Shippers Pty Ltd MBD Energy Ltd South Africa Mafube Phola plant Kriel(3) Zibulo(3) South Africa – other Richards Bay Coal Terminal Colombia Carbones del Cerrejón 69.7% 76.3% 100% 50% 40% 70% 83.3% 51% 88.2% 88% 23.3% 25.3% 17.6% 14.8% 50% 50% 73% 73% 23.2% 33.3% (1) The 76.3% interest in Sishen Iron Ore Company (SIOC) is held indirectly through Kumba Iron Ore, in which the Group has a 69.7% interest. A 3.1% interest in SIOC was previously held by the Kumba Envision Trust for the benefit of participants in Kumba’s broad based employee share scheme for non-managerial Historically Disadvantaged South African employees. The Trust met the definition of a subsidiary under IFRS, and was therefore consolidated by Kumba Iron Ore. The earlier mentioned interest in the Kumba Envision Trust is no longer held at year end due to the wind up of the Envision Trust in November 2016. Consequently the effective interest in SIOC included in the Group’s results is 53.2%. (2) Ferroport owns and operates the iron ore handling and shipping facilities at the port of Açu which is currently under construction. (3) Kriel and Zibulo form part of the Anglo American Inyosi Coal Black Economic Empowerment (BEE) company of which Anglo American owns 73%. Anglo American plc Annual Report 2016 197 Other information OTHER INFORMATION DIRECTORS’ REPORT This section includes certain disclosures which are required by law to be included in the Directors’ Report. Significant shareholdings The Company has been notified of the following significant shareholdings: In accordance with the Companies Act 2006, the following items have been reported in other sections of the Annual Report and are included in this Directors’ Report by reference: • Details of the directors of the Company can be found on pages 66-68 • Directors’ interests in shares at 31 December 2016 and any changes thereafter can be found on page 105 of the directors’ remuneration report • Post-balance sheet events are set out in note 36 to the financial statements on page 158 • The Strategic Report on pages 2-64 gives a fair review of the business and an indication of likely future developments and fulfils the requirements set out in section 414C of the Companies Act 2006 • Details of the Group’s governance arrangements and its compliance with the UK Corporate Governance Code (the Code) can be found on pages 65-110 • Comprehensive details of the Group’s approach to financial risk management are given in note 38 to the financial statements on page 159 • The Group’s disclosure of its greenhouse gas emissions can be found on pages 27-28. Going concern The financial position of the Group, its cash flows, liquidity position and borrowing facilities are set out in the Group financial review on pages 36-39. Further details of our policy on financial risk management are set out in note 38 to the financial statements. The Group’s net debt at 31 December 2016 was $8.5 billion (2015: $12.9 billion), representing a gearing level of 25.9% (2015: 37.7%). Details of borrowings and facilities are set out in note 24 and net debt is set out in note 23. The directors have considered the Group’s cash flow forecasts for the period to the end of March 2018. The Board is satisfied that the Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group will be able to operate within the level of its current facilities for the period assessed. For this reason the Group continues to adopt the going concern basis in preparing its financial statements. Dividends No dividends were paid in respect of the Company’s ordinary shares during 2016 and the directors are not recommending a final dividend. In accordance with Article 4.1(a) of the Articles of Association (the Articles), a dividend of £2,500 was paid in respect of the 5% cumulative preference shares. Share capital The Company’s issued share capital as at 31 December 2016, together with details of share allotments and issue of treasury shares during the year, is set out in note 32 on page 155. Company Public Investment Corporation BlackRock Inc. Silchester International Investors LLP Coronation Asset Management (Pty) Ltd Genesis Asset Managers, LLP Tarl Investment Holdings (RF) Proprietary Limited(1) Epoch Two Investment Holdings (RF) Proprietary Limited(1) Number of shares 186,786,134 78,605,710 70,110,363 56,038,671 55,426,734 47,275,613 42,166,686 Percentage of voting rights 13.29% 5.60% 4.99% 3.99% 3.95% 3.37% 3.01% (1) Epoch Two Investment Holdings Ltd (Epoch 2) and Tarl Investment Holdings Limited (Tarl) are two of the independent companies that have purchased shares as part of Anglo American’s share buyback programme. Epoch 2 and Tarl have waived their right to vote all the shares they hold, or will hold, in Anglo American plc. Disclosure table pursuant to Listing Rule 9.8.4C Listing Rule 9.8.4(1) 9.8.4(2) 9.8.4(4) 9.8.4(5) 9.8.4(6) 9.8.4(7) Information to be included Interest capitalised by the Group Unaudited financial information (LR 9.2.18) Long-term incentive scheme only involving a director (LR 9.4.3) Directors’ waivers of emoluments Directors’ waivers of future emoluments Non pro rata allotments for cash (issuer) 9.8.4(8) 9.8.4(9) 9.8.4(10) 9.8.4(11) Non pro rata allotments for cash (major subsidiaries) Listed company is a subsidiary of another company Contracts of significance involving a director Contracts of significance involving a controlling shareholder 9.8.4(12) Waivers of dividends 9.8.4(13) Waivers of future dividends 9.8.4(14) Agreement with a controlling shareholder LR 9.2.2AR(2)(a) Disclosure See note 7, page 130 None None See page 103 See page 103 Treasury shares have been issued pursuant to the exercise of options awarded under shareholder approved schemes None Not applicable None Not applicable See note 32, page 156 See note 32, page 156 Not applicable Sustainable development The Sustainability Report 2016 will be published online on 13 March 2017. This report focuses on the safety, sustainable development, health and environmental performance of the Group’s managed operations, its performance with regard to the Company’s Code of Conduct, and the operational dimensions of its social programmes. Audit information The directors confirm that, so far as they are aware, there is no relevant audit information of which the auditor is are unaware, and that all directors have taken all reasonable steps to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. Employment and other policies The Group’s key operating businesses are empowered to manage within the context of the different legislative and social demands of the diverse countries in which those businesses operate, subject to the standards embodied in Anglo American’s Code of Conduct. Within all the Group’s businesses, the safe and effective performance of employees and the maintenance of positive employee relations are of fundamental importance. Managers are charged with ensuring that the following key principles are upheld: • adherence to national legal standards on employment and workplace rights at all times 198 Anglo American plc Annual Report 2016 OTHER INFORMATION DIRECTORS’ REPORT • adherence to the International Labour Organisation’s core labour rights, including: prohibition of child labour; prohibition of inhumane treatment of employees and any form of forced labour, physical punishment or other abuse; recognition of the right of our employees to freedom of association and the promotion of workplace equality; and the elimination of all forms of unfair discrimination • continual promotion of safe and healthy working practices • provision of opportunities for employees to enhance their work related skills and capabilities • adoption of fair and appropriate procedures for determining terms and conditions of employment. It is our policy that people with disabilities should have full and fair consideration for all vacancies. Employment of disabled people is considered on merit and with regard only to the ability of any applicant to carry out the role. We endeavour to retain the employment of, and arrange suitable retraining for, any employees in the workforce who become disabled during their employment. Where possible we will adjust a person’s working environment to enable them to stay in our employment. Further, the Group is committed to treating employees at all levels with respect and consideration, to investing in their development and to ensuring that their careers are not constrained by discrimination or arbitrary barriers. The Code of Conduct is supplemented by four Anglo American ‘Way’ documents, covering the safety, environmental, occupational health and social aspects of responsible operation and sustainable development. These set out specific standards for each of these subject areas, in line with international best practice. The Code of Conduct and the Anglo American ‘Way’ documents may be accessed on the Company’s website. In addition, all Anglo American suppliers must commit to adhering to the requirements set out in the ‘Sustainable Development in the Supply Chain Policy’, which is available on the Company’s website. The Business Integrity Policy and its 11 Performance Standards support our anti-corruption commitment by making it clear that we will neither give, nor accept, bribes, nor permit others to do so in our name, either in our dealings with public officials or with our suppliers and customers. The Policy sets out the standards of conduct required at every level of Anglo American, including our subsidiaries, joint ventures and associates, in combating corrupt behaviour of all types. It also sets out the requirements of those with whom we do business and those who work on our behalf. The Business Integrity Policy and Performance Standards have been translated into all the main languages that we use at our operations. Two dedicated business integrity managers, who operate within a broader risk management and business assurance team, oversee implementation of the policy by working with senior managers in our business units and corporate functions and assisting them to put in place adequate procedures for managing corruption risks (including extensive face-to-face training of employees in high-risk roles). Our internal audit team provide assurance on anti-corruption controls on an annual basis and all stakeholders are able to confidentially report breaches, or potential breaches, of the Business Integrity Policy through our independently managed ‘Speak Up’ facility. The Group has a social intranet called Eureka! which helps employees to connect, communicate and collaborate more effectively. Political donations No political donations were made during 2016. Anglo American has an established policy of not making donations to, or incurring expenses for the benefit of, any political party in any part of the world, including any political party or political organisation as defined in the Political Parties, Elections and Referendums Act 2000. Additional information for shareholders Set out below is a summary of certain provisions of the Company’s current Articles and applicable English law concerning companies (the Companies Act 2006 (the Companies Act)) required as a result of the implementation of the Takeover Directive in English law. This is a summary only and the relevant provisions of the Articles or the Companies Act should be consulted if further information is required. Dividends and distributions Subject to the provisions of the Companies Act, the Company may, by ordinary resolution, from time to time declare dividends not exceeding the amount recommended by the Board. The Board may pay interim dividends whenever the financial position of the Company, in the opinion of the Board, justifies such payment. The Board may withhold payment of all, or any part of any dividends or other monies payable in respect of the Company’s shares, from a person with a 0.25% interest or more (as defined in the Articles) if such a person has been served with a notice after failing to provide the Company with information concerning interests in those shares required to be provided under the Companies Act. Rights and obligations attaching to shares The rights and obligations attaching to the ordinary and preference shares are set out in the Articles. The Articles may only be changed by a special resolution passed by the shareholders. Voting Subject to the Articles generally and to any special rights or restrictions as to voting attached by or in accordance with the Articles to any class of shares, on a show of hands every member who is present in person at a general meeting shall have one vote and, on a poll, every member who is present in person or by proxy shall have one vote for every share of which he/she is the holder. It is, and has been for some years, the Company’s practice to hold a poll on every resolution at shareholder meetings. Where shares are held by trustees/nominees in respect of the Group’s employee share plans and the voting rights attached to such shares are not directly exercisable by the employees, it is the Company’s practice that such rights are not exercised by the relevant trustee/nominee. Under the Companies Act, members are entitled to appoint a proxy, who need not be a member of the Company, to exercise all or any of their rights to attend and to speak and vote on their behalf at a general meeting or class meeting. A member may appoint more than one proxy in relation to a general meeting or class meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A member that is a corporation may appoint one or more individuals to act on its behalf at a general meeting or class meeting as a corporate representative. Where a shareholder appoints more than one corporate representative in respect of its shareholding, but in respect of different shares, those corporate representatives can act independently of each other, and validly vote in different ways. Restrictions on voting No member shall, unless the directors otherwise determine, be entitled in respect of any share held by him/her to vote either personally or by proxy at a shareholders’ meeting, or to exercise any other right conferred by membership in relation to shareholders’ meetings, if any call or other sum presently payable by him/her to the Company in respect of that share remains unpaid. In addition, no member shall be entitled to vote if he/she has been served with a notice after failing to provide the Company with information concerning interests in those shares required to be provided under the Companies Act. Issue of shares Subject to the provisions of the Companies Act relating to authority and pre-emption rights and of any resolution of the Company in a UK general meeting, all unissued shares of the Company shall be at the disposal of the directors and they may allot (with or without conferring a right of renunciation), grant options over, or otherwise dispose of them to such persons at such times, and on such terms, as they think proper. Anglo American plc Annual Report 2016 199 Other information OTHER INFORMATION DIRECTORS’ REPORT Shares in uncertificated form Directors may determine that any class of shares may be held in uncertificated form, and title to such shares may be transferred by means of a relevant system, or that shares of any class should cease to be so held and transferred. Subject to the provisions of the Companies Act, the CREST regulations and every other statute, statutory instrument, regulation or order for the time being in force concerning companies and affecting the Company (together, the Statutes), the directors may determine that any class of shares held on the branch register of members of the Company resident in South Africa, or any other overseas branch register of the members of the Company, may be held in uncertificated form in accordance with any system outside the UK that enables title to such shares to be evidenced and transferred without a written instrument and which is a relevant system. The provisions of the Articles shall not apply to shares of any class that are in uncertificated form to the extent that the Articles are inconsistent with the holding of shares of that class in uncertificated form, the transfer of title to shares of that class by means of a relevant system or any provision of the CREST regulations. Deadlines for exercising voting rights Votes are exercisable at a general meeting of the Company in respect of which the business being voted upon is being heard. Votes may be exercised in person, by proxy, or in relation to corporate members, by corporate representative. The Articles provide a deadline for submission of proxy forms of not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting. Variation of rights Subject to statute, the Articles specify that rights attached to any class of shares may be varied with the written consent of the holders of not less than three-quarters in nominal value of the issued shares of that class, or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of those shares. At every such separate general meeting the quorum shall be two persons holding, or representing by proxy, at least one-third in nominal value of the issued shares of the class (calculated excluding any shares held as treasury shares). The rights conferred upon the holders of any shares shall not, unless otherwise expressly provided in the rights attaching to those shares, be deemed to be varied by the creation or issue of further shares ranking pari passu with them. Transfer of shares All transfers of shares that are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the directors and may be under hand only. The instrument of transfer shall be signed by, or on behalf of, the transferor and (except in the case of fully paid shares) by or on behalf of the transferee. The transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the register of shareholders. All transfers of shares that are in uncertificated form may be effected by means of the CREST system. The directors may decline to recognise any instrument of transfer relating to shares in certificated form unless it: (a) is in respect of only one class of share; and (b) is lodged at the transfer office (duly stamped if required) accompanied by the relevant share certificate(s) and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his/her behalf, the authority of that person so to do). The directors may, in the case of shares in certificated form, in their absolute discretion and without assigning any reason therefore, refuse to register any transfer of shares (not being fully paid shares) provided that, where any such shares are admitted to the Official List of the London Stock Exchange, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis. The directors may also refuse to register an allotment or transfer of shares (whether fully paid or not) in favour of more than four persons jointly. If the directors refuse to register an allotment or transfer, they shall send the refusal to the allottee or the transferee within two months after the date on which the letter of allotment or transfer was lodged with the Company. Directors Directors shall not be fewer than 10 nor more than 18 in number. A director is not required to hold any shares of the Company by way of qualification. The Company may by ordinary resolution increase or reduce the maximum or minimum number of directors. At the 2017 AGM, shareholders will be asked to vote on an ordinary resolution reducing the minimum number of directors from 10 to five. Powers of directors Subject to the Articles, the Companies Act and any directions given by special resolution, the business of the Company will be managed by the Board who may exercise all the powers of the Company. The Board may exercise all the powers of the Company to borrow money and to mortgage or charge any of its undertaking, property and uncalled capital and to issue debentures and other securities, whether outright or as collateral security, for any debt, liability or obligation of the Company or of any third party. The Company may by ordinary resolution declare dividends, but no dividend shall be payable in excess of the amount recommended by the directors. Subject to the provisions of the Articles and to the rights attaching to any shares, any dividends or other monies payable on or in respect of a share may be paid in such currency as the directors may determine. The directors may deduct from any dividend payable to any member all sums of money (if any) presently payable by him/her to the Company on account of calls or otherwise in relation to shares of the Company. The directors may retain any dividends payable on shares on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists. Appointment and replacement of directors The directors may from time to time appoint one or more directors. The Board may appoint any person to be a director (so long as the total number of directors does not exceed the limit prescribed in the Articles). Any such director shall hold office only until the next AGM and shall then be eligible for election. The Articles provide that at each AGM all those directors who have been in office for three years or more since their election, or last re-election, shall retire from office. In addition, a director may at any AGM retire from office and stand for re-election. However, in accordance with the Code, all directors will be subject to annual re-election. Significant agreements: Change of control At 31 December 2016, Anglo American had committed bilateral and syndicated borrowing facilities totalling $10.3 billion with a number of relationship banks which contain change of control clauses. $5.4 billion of the Group’s bond issues also contain change of control provisions. In aggregate, this financing is considered significant to the Group and in the event of a takeover (change of control) of the Company, these contracts may be cancelled, become immediately payable or be subject to acceleration. In the ordinary course of its business the Group’s subsidiaries enter into a number of other commercial agreements, some of which would alter or terminate upon a change of control of the Company. None of these are considered by the Group to be significant to the Group as a whole. Purchases of own shares At the AGM held on 21 April 2016, authority was given for the Company to purchase, in the market, up to 210.1 million ordinary shares of 5486⁄91 US cents each. The Company did not purchase any of its own shares under this authority during 2016. This authority will expire at the 2017 AGM and, in accordance with usual practice, a resolution to renew it for another year will be proposed. Indemnities To the extent permitted by law and the Articles, the Company has made qualifying third-party indemnity provisions for the benefit of its directors during the year, which remain in force at the date of this report. Copies of these indemnities are open for inspection at the Company’s registered office. By order of the Board A shareholder does not need to obtain the approval of the Company, or of other shareholders of shares in the Company, for a transfer of shares to take place. John Mills Company Secretary 20 February 2017 200 Anglo American plc Annual Report 2016 OTHER INFORMATION SHAREHOLDER INFORMATION Annual General Meeting Will be held at 14:30 on Monday 24 April 2017, at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE. Shareholding enquiries Enquiries relating to shareholdings should be made to the Company’s UK Registrars, Equiniti, or the South African Transfer Secretaries, Link Market Services South Africa (Pty) Limited or Computershare Investor Services Pty Limited, at the relevant address below: UK Registrars Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA England Telephone: In the UK: 0371 384 2026 From overseas: +44 121 415 7558 Transfer Secretaries in South Africa Before 25 April 2017: Link Market Services South Africa (Pty) Limited 13th Floor, Rennie House 19 Ameshoff Street, Braamfontein 2001 (PO Box 4844, Johannesburg 2000) South Africa Telephone: +27 (0) 11 713 0800 Fax: +27 (0) 86 674 2450 After 25 April 2017: Computershare Investor Services Pty Limited Rosebank Towers, 15 Biermann Avenue Rosebank PO Box 61051, Marshalltown, 2107 South Africa Telephone: +27 (0) 11 370 5000 Fax: +27 (0) 11 688 5200 Enquiries on other matters should be addressed to the Company Secretary at the following address: Registered and Head Office Anglo American plc 20 Carlton House Terrace London SW1Y 5AN England Telephone: +44 (0) 20 7968 8888 Fax: +44 (0) 20 7968 8500 Registered number: 3564138 www.angloamerican.com On the Investors section of the Group website a whole range of useful information for shareholders can be found, including: – investor calendar – share price and tools – dividend information – AGM information – FAQs. Electronic communication Shareholders may elect to receive, electronically, notification of the availability on the Company’s website of future shareholder correspondence, e.g. Annual Reports and Notices of AGMs. By registering for this service, UK shareholders can also vote online in respect of future AGMs and access information on their shareholding including, for example, dividend payment history, sales and purchases and indicative share prices. In order to register for these services, UK shareholders should contact the UK Registrars or log on to www.shareview.co.uk and follow the on-screen instructions. It will be necessary to have a shareholder reference number when registering, which is shown on share certificates, dividend tax vouchers and proxy cards. New UK shareholders also have the option to elect via their proxy card. Dividends Dividends are declared and paid in US dollars to shareholders with registered addresses in all countries except the UK, eurozone countries and South Africa where they are paid in sterling, euros and South African rand respectively. Shareholders outside South Africa may elect to receive their dividends in US dollars. Shareholders with bank accounts in the UK or South Africa can have their cash dividends credited directly to their own accounts. Shareholders should contact the relevant registrar to make use of this facility. South African branch register shareholders would need South African exchange control approval to mandate their dividends to an account outside South Africa. The Company operates a dividend reinvestment plan (DRIP), which enables shareholders to reinvest their cash dividends into purchasing Anglo American shares. Details of the DRIP and how to join are available from Anglo American’s UK Registrars and South African Transfer Secretaries and on the Company’s website. ShareGift The Company supports ShareGift, the charity share donation scheme administered by The Orr Mackintosh Foundation (registered charity number 1052686). Through ShareGift, shareholders with very small numbers of shares which might be considered uneconomic to sell are able to donate them to charity. Donated shares are aggregated and sold by ShareGift, the proceeds being passed on to a wide range of charities. For those shareholders who wish to use ShareGift, transfer forms are available from the Registrars and further details of the scheme can be found on the website www.sharegift.org. Share dealing service Telephone, internet and postal share dealing services have been arranged through Equiniti, providing a simple way for UK residents to buy or sell Anglo American shares. For telephone transactions call 0345 603 7037 during normal office hours and for internet dealing log on to www.shareview.co.uk/dealing. You will need your shareholder reference number, found on share certificates, dividend tax vouchers and proxy cards. For further details on the postal dealing service call 0371 384 2026 (or +44 121 415 7558 from overseas). Unsolicited mail Under the Companies Act, the Company is obliged to make the share register available upon request on payment of the appropriate fee. Because of this, some shareholders may receive unsolicited mail. If you wish to limit the receipt of addressed marketing mail you can register with the Mailing Preference Service (MPS). The quickest way to register with the MPS is via the website: www.mpsonline.org.uk. Alternatively you can register by telephone on: 020 7291 3310, or by email to: mps@dma.org.uk, or by writing to MPS Freepost LON20771, London W1E 0ZT. Anglo American plc Annual Report 2016 201 Other information OTHER ANGLO AMERICAN PUBLICATIONS • Sustainability Report 2016 • Notice of 2017 AGM • Business Unit Sustainability Reports (2016) • Our Code of Conduct • The Environment Way • The Occupational Health Way • The Projects Way • The Safety Way • The Social Way • www.facebook.com/angloamerican • www.twitter.com/angloamerican • www.linkedin.com/company/anglo-american • www.youtube.com/angloamerican • www.flickr.com/angloamerican • www.slideshare.com/angloamerican Financial and sustainable development reports may be found at: www.angloamerican.com/reportingcentre If you would like to receive paper copies of Anglo American’s publications, please write to: Investor Relations Anglo American plc 20 Carlton House Terrace London SW1Y 5AN England Alternatively, publications can be ordered online at: www.angloamerican.com/siteservices/requestreport Strategic partners Below is a selection of the many organisations with which Anglo American currently works in partnership. These strategic relationships form an important part of the Group’s commitment to a wide range of key sustainability and other objectives. 202 Anglo American plc Annual Report 2016 OTHER INFORMATION Designed and produced by SALTERBAXTER MSLGROUP This document is printed on Vision Superior which has been independently certified according to the rules of the Forest Stewardship Council® (FSC). Printed in the UK by Pureprint using its alcofree® and pureprint® environmental printing technology, and vegetable inks were used throughout. Pureprint is a CarbonNeutral® company. Both manufacturing paper mill and the printer are registered to the Environmental Management System ISO 14001 and are Forest Stewardship Council® (FSC) chain-of-custody certified. A N G L O A M E R I C A N P L C A N N U A L R E P O R T 2 0 1 6 Anglo American plc 20 Carlton House Terrace London SW1Y 5AN England Tel +44 (0)20 7968 8888 Fax +44 (0)20 7968 8500 Registered number 3564138 www.angloamerican.com Find us on Facebook Follow us on Twitter 

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