FREEPORT MCMORAN COPPER & GOLD INC FILES (8-K) Disclosing Regulation FD Disclosure
(Edgar Glimpses Via Acquire Media NewsEdge) Item 7.01. Regulation FD Disclosure.
The Board of Directors of Freeport-McMoRan Copper & Gold Inc. (FCX) took several
corporate governance actions at a meeting on October 29, 2013, in accordance
with recommendations of the Nominating and Corporate Governance Committee. These
initial actions follow the June 2013 appointment of Gerald J. Ford as Lead
Independent Director. Additional actions are being planned, including
modification of executive compensation practices and other initiatives to
further strengthen the company's corporate governance practices.
The following initial actions were approved at the October 29, 2013 meeting:
• An independent Executive Committee of the Board has been named, which is
comprised of five independent directors: the Lead Independent Director, as
Chairman of the Executive Committee, and the Chairman of each of the Audit
Committee, Compensation Committee, Nominating and Corporate Governance
Committee, and Corporate Responsibility Committee. As set forth in FCX's
by-laws, the Executive Committee has all of the powers of the Board except
as limited by law.
• Vice Chairmen of each of the Board's four major committees have been
appointed to strengthen Board committee leadership. The following
independent directors were named Vice Chairmen: Jon C. Madonna, Audit
Committee; Dustan E. McCoy, Compensation Committee; Robert A. Day,
Nominating and Corporate Governance Committee; Thomas A. Fry, III,
Corporate Responsibility Committee. The Chairmen and Vice Chairmen of each
of the four committees are independent directors.
• The Board appointed Dustan E. McCoy to the Compensation Committee (in lieu
of continuing to serve on the Corporate Responsibility Committee), Alan R.
Buckwalter, III to the Audit Committee, and Thomas A. Fry, III to the
Corporate Responsibility Committee. Messrs. Buckwalter and Fry joined the
FCX Board on May 31, 2013, following the acquisition of Plains Exploration
& Production Company.
• The Board established a new Advisory Board, effective January 2014, to
replace the role of Advisory Directors who previously were invited to
attend all meetings. The Advisory Board will meet separately from the
Board and continue to provide management and the Board with advice and
counsel on international and public policy issues, business and commercial
activities, and environmental, human rights and sustainability matters.
The new Advisory Board will initially include J. Bennett Johnston,
Gabrielle K. McDonald and J. Stapleton Roy.
• The Board established an additional annual fee for the Lead Independent
Director in the amount of $100,000, all of which will be payable in FCX
FCX's Board of Directors currently consists of 14 members, 11 of whom are
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