UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 20-F
(Mark One)
or
For the fiscal year ended: 31 December 2012
For the transition period from: to
Date of event requiring this shell company report
Rio Tinto Limited
ABN 96 004 458 404
Julie Parent, T: 514-848-8519, E: julie.parent@riotinto.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange
On Which Registered
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Title of Class
Title of Class Shares
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report:
Title of each class
Number
Indicate by check mark if the registrants are well-known seasoned issuers, as defined in rule 405 of the Securities Act. Yes x No ¨
If this report is an annual or transition report, indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x
Note Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days: Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).* Yes x No ¨
Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, or non-accelerated filers. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer x Accelerated Filer ¨ Non-Accelerated Filer ¨
Indicate by check mark which basis of accounting the registrants have used to prepare the financial statements included in this filing:
International Financial Reporting Standards as issued
by the International Accounting Standards Board x
If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrants have elected to follow: Item 17 ¨ Item 18 ¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
This document comprises the annual report on Form 20-F and the annual report to shareholders for the year ended December 31, 2012 of Rio Tinto plc and Rio Tinto Limited (the 2012 Form 20-F). Reference is made to the cross reference to Form 20-F table on pages i to iii hereof (the Form 20-F Cross reference table). Only (i) the information in this document that is referenced in the Form 20-F Cross reference table, (ii) the cautionary statement concerning forward-looking statements on page v and (iii) the Exhibits, shall be deemed to be filed with the Securities and Exchange Commission for any purpose, including incorporation by reference into the Registration Statement on Form F-3 File No. 333-175037, and Registration Statements on Form S-8 File Nos. 333-184397, 33-46865, 333-8270, 33-64380, 333-7328, 333-10156, 333-13988, 333-147914 and 333-156093 and any other documents, including documents filed by Rio Tinto plc and Rio Tinto Limited pursuant to the Securities Act of 1933, as amended, which purport to incorporate by reference the 2012 Form 20-F. Any information herein which is not referenced in the Form 20-F Cross reference table, or the Exhibits themselves, shall not be deemed to be so incorporated by reference.
Form 20-F Cross Reference Table
1.
2.
3.
A
B
C
D
4.
Organisational structure
Nomenclature and financial data
History
Iron Ore
Aluminium
Copper
Energy
Diamonds & Minerals
Governmental regulations
Notes 34-37
Note 14- property, plant and equipment
4A.
5.
Diamond & Minerals
Cash Flow
Statement of financial position
Financial instrument and risk management
Capital and liquidity risk management
Treasury management and financial
instruments
Note 31- financial risk management
i
Exploration
E
Off balance sheet arrangements and contractual commitments
Note 32- contingent liabilities and commitments
F
6.
Note 5- employment costs
Note 33- average number of employees
Table 3
7.
Substantial shareholders
Analysis of ordinary shareholders
Twenty largest registered shareholders
Note 41- related party transactions
8.
Dividends
Note 44- events after the statement of financial position date
9.
Markets
Share price information
Not applicable
ii
10.
Material contracts
Dual listed companies structure
Exchange controls and foreign investment
Taxation
G
H
Document on display
I
11.
12.
13.
14.
15.
Financial reporting
16.
Audit committee
Global code of conduct
Fees for audit and non-audit services
Governance process
Auditors
Note 40- Auditors remuneration
Share capital
Purchases
Statement of compliance with governance codes and standards in 2012
17.
18.
19.
iii
2012 Annual report
Overview
Performance
Production, reserves and operations
Governance
Remuneration Policy Report
Remuneration Implementation Report
Remuneration Report appendix tables
Financial statements
Additional information
iv
This report forms part of our
2012 corporate reporting suite.
You can view our Annual report,
Annual review and Sustainable
development report online at:
riotinto.com/reportingcentre2012
Annual review:Highlights from
around our business, including a
summary of our 2012 performance
Sustainable development report:
Our sustainable development
strategy and performance,
and our approach in action
Scan this code to view the reporting
centre on your mobile or tablet
Performance highlights
2012 financial results
Our underlying financial results reflect record iron ore production and shipments and a second half recovery in copper volumes. This was in the context of lower average market prices in 2012 which reduced underlying earnings by US$5.3 billion compared with 2011:
Underlying earnings1 of US$9.3 billion.
Net loss of US$3.0 billion after impairments of US$14.4 billion, primarily relating to aluminium businesses as well as coal assets in Mozambique.
15 per cent increase in full year dividend to 167 US cents per share.
12 months to 31 December
(All amounts are US$ millions unless otherwise stated)
The financial results are prepared in accordance with IFRS.
1. Underlying earnings is the key financial performance indicator which management uses internally to assess performance. It is presented here to provide greater understanding of the underlying business performance of the Groups operations attributable to the owners of Rio Tinto. Net earnings and underlying earnings relate to profit attributable to owners of Rio Tinto. Underlying earnings is defined and reconciled to net earnings in note 2 on page 162.
This Annual report complies with Australian and UK reporting requirements.
Copies of Rio Tintos shareholder documents are available on the website at riotinto.com. They can also be obtained free of charge from the Company. Some shareholders may prefer to receive the Annual review which contains summary financial statements for 2012, although shareholders should note that it does not allow as full an understanding of the Group as the Annual report.
Cautionary statement about forward-looking statements
This document contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Rio Tinto Group. These statements are forward-looking statements within the meaning of Section 27A of the US Securities Act of 1933, and Section 21E of the US Securities Exchange Act of 1934. The words intend, aim, project, anticipate, estimate, plan, believes, expects, may, should, will, or similar expressions, commonly identify such forward-looking statements.
Examples of forward-looking statements in this Annual report include those regarding estimated ore reserves, anticipated production or construction dates, costs, outputs and productive lives of assets or similar factors. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors set forth in this document that are beyond the Groups control. For example, future ore reserves will be based in part on market prices that may vary significantly from current levels. These may materially affect the timing and feasibility of particular developments. Other factors include the ability to produce and transport products profitably, demand for our products, changes to the assumptions regarding the recoverable value of our tangible and intangible assets, the effect of foreign currency exchange rates on market prices and operating costs, and activities by governmental authorities, such as changes in taxation or regulation, and political uncertainty.
In light of these risks, uncertainties and assumptions, actual results could be materially different from projected future results expressed or implied by these forward-looking statements which speak only as to the date of this Annual report. Except as required by applicable regulations or by law, the Group does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events. The Group cannot guarantee that its forward-looking statements will not differ materially from actual results.
v
Chairmans letter
Our business performed well in 2012, generating strong cash flows and underlying earnings of US$9.3 billion. Although lower than last year, principally due to lower commodity prices and higher costs, these results demonstrate the quality of our assets and the sustainable cash-generating abilities of our underlying businesses.
However, as foreshadowed at the beginning of the year, we recorded impairments of US$14.4 billion, resulting in the Group reporting a net loss of US$3 billion for 2012. These write-downs are deeply disappointing. In particular the substantial impairment of our Mozambique coal business is unacceptable.
Following these impairments, Tom Albanese stood down from the board by mutual agreement, recognising his accountability as chief executive for these impairments. On behalf of the board, I would like to acknowledge Toms contribution and dedication to the company over his 30 years of service.
The boards objective is to ensure that the business delivers sustainable growth in value to you, our shareholders. Your directors are confident that Sam Walsh, who succeeded Tom Albanese as chief executive, will lead a renewed and focused organisation to do just this and we are working closely together with this objective in mind.
Disciplined capital management
Your board aims to unlock greater value for our shareholders through investing in the best opportunities to deliver attractive returns that are well above our cost of capital.
Recent events demonstrate that there is a need for greater discipline across our business, particularly in the way we manage and allocate capital. Under Sams leadership, we will be simplifying and strengthening our systems in this area, and seeking greater accountability for decision-making across the organisation.
Your board regularly evaluates opportunities put forward by the business against all competing uses for cash, striving to achieve the right balance between disciplined investment, strengthening our balance sheet and returning cash to investors.
Our commitment to a strong balance sheet, ensures discipline and flexibility in our investment approach, helping us to build a robust and strongly performing business over the long term.
Our confidence is reflected in the 15 per cent increase in our annual dividend in 2012. Our cash returns to shareholders totalled US$4.5 billion in 2012, including completion of the Groups US$7 billion share buy-back programme as well as the ordinary dividend payment.
Focus of the board
One of the primary roles of Rio Tintos board is to provide oversight of strategy development and delivery, while maintaining the highest standards of corporate governance.
The board conducted its annual strategy review with the executive team in September, reaffirming our commitment to invest in and operate large, long-term, expandable, low-cost mines and businesses. The board also took the opportunity in 2012 to visit a number of the Groups operations in Australia and Southern Africa to gain a deeper understanding of the strategic issues at play.
Amidst continuing volatility in the global economy and major structural shifts affecting the sector, improvements need to be made in how we execute this strategy. The board has tasked Sam Walsh and his executive team with ensuring we improve capital allocation, deliver our growth projects and improve productivity at all of our sites, while building on our industry leading capabilities in areas such as stakeholder engagement and sustainable development.
As geopolitical risks continue, we have continued to look for new ways to form more effective relationships and partnerships around the world. Rio Tinto has always taken its role as a responsible business very seriously.
We believe earning the trust of our host communities and governments is vital in creating sustainable shareholder value. As the company enters its 140th year of operation this year, we recognise we wouldnt still be in business without the support of our many stakeholders.
In 2012, considerable time was spent engaging with investors on issues ranging from our capital allocation methodology to executive remuneration. More recently, we undertook an assessment of board effectiveness and, for the first time, the boards annual evaluation was conducted by an independent expert. Considerable attention will be given to the outcomes of our shareholder engagement and this evaluation exercise in the year to come.
In my letter last year, I commented on the importance of succession planning. My goal is to make sure the board combines a broad set of skills and international experience. Rio Tintos board should be diverse in the widest sense with the best blend of appropriately skilled and experienced people from our industry, but also outside of it.
We announced last year that Guy Elliott will step down from the board at the end of 2013. I would like to thank Guy for his invaluable contribution over 33 years with the company. Chris Lynch, who joined the board as a non-executive director in 2011, will formally succeed Guy as chief financial officer on 18 April at the conclusion of the Rio Tinto plc annual general meeting. We are fortunate to have appointed someone so well-qualified to take over from Guy.
As well as succession planning, the board committees have always played an important oversight role, freeing the board to focus on strategic matters. All of our committees have been very active this year and have dealt with a number of challenges. I would like to record my personal appreciation to all of the directors who have been unstinting in their considerable support in a challenging year.
Our Remuneration Committee has taken a fresh look at our reward structures to ensure we recruit, motivate and retain the best talent, but not at any cost. I believe our approach to rewarding our people must balance the companys priorities of driving financial performance, meeting our expectations as a corporate citizen and creating greater value for our shareholders.
Looking ahead
The wider world did not stand still in 2012. The macroeconomic environment remained volatile, and prices for our products were generally lower than the year before. However, the global economy ended the year in a healthier state than forecast, with a recovery in China, and greater confidence in a recovery in the Organisation for Economic Co-operation and Development (OECD) countries.
We remain very positive about the long-term future of our business. As billions of people move from rural to urban areas over the coming decades, there will be increased demand for the metals and minerals we produce.
This is a great company, pursuing a consistent strategy with a renewed executive team and excellent people. I thank you and all of our employees for your continued support. When I report back to you on Rio Tintos progress at this point next year, I am sure I will be reporting on an even stronger and safer organisation focused on delivering value for each of you, our shareholders.
Jan du Plessis
Chairman
6 March 2013
riotinto.com 1
Group overview
Introduction to Rio Tinto
Rio Tinto is a leading international mining group that focuses on finding, mining and processing the Earths mineral resources in order to maximise shareholder value. We have a diverse portfolio and a global presence: our 71,000 people work in more than 40 countries.
To deliver superior returns to shareholders over time, we take a long-term and responsible approach to our activities. This means concentrating on developing first-class orebodies into large, long-life and efficient low-cost operations, capable of providing competitive returns through business cycles.
Sustainable development is integrated into everything we do. Our operations give us the opportunity to bring long-lasting positive change to the communities, regions and countries in which we work, and our metals and minerals are transformed into end products that contribute to higher living standards.
Our responsible approach to mineral development ensures we gain and maintain our licence to operate. It means we provide confidence to our stakeholders, and improve our access to the mineral resources, people and capital we need. Our five product groups summarised below are supported by our Exploration and Technology & Innovation groups (also see pages 22 to 31).
Aluminium product group
Building on more than a century of experience and expertise, Rio Tinto Alcan is a global leader in the aluminium industry. Our fully-integrated facilities include high-quality bauxite mines, large-scale alumina refineries, and some of the worlds lowest-cost, most technologically-advanced primary aluminium smelters.
Bauxite production (2012 vs 2011)
+11%
Products
Bauxite
Bauxite is the natural ore used to make aluminium. It is refined into alumina which is smelted into aluminium metal. Our wholly-owned and joint venture bauxite mines are located in Australia, Brazil and Guinea.
Alumina
Alumina (aluminium oxide) is extracted from bauxite via a refining process. Approximately four tonnes of bauxite are required to produce two tonnes of alumina, which in turn makes one tonne of aluminium metal. Our wholly-owned and joint venture alumina refineries are located in Australia, Brazil and Canada.
Aluminium is a unique and versatile modern metal. Light, strong, flexible, non-corrosive and infinitely recyclable, aluminium is one of the most widely-used metals. Its largest markets are transportation, machinery and construction. Our smelters are mainly concentrated in Canada. We also have plants in France, Cameroon, Iceland, Norway, the UK and the Middle East.
Key strengths
Canada
Asia
Europe
Americas
Australia
Full operating review on page 22.
Copper product group
Rio Tintos Copper group has a global presence and holdings in some of the worlds largest copper mines. We are among the worlds largest producers of copper, gold and molybdenum, and are uniquely positioned to deliver exceptional long-term value due to our high-quality assets, leading technology and a keen focus on managing costs and improving efficiency.
Mined copper production (2012 vs 2011)
+6%
The world uses more than 19 million tonnes of copper every year. Coppers malleability, strength and conductivity make it useful in a broad range of building, construction and electrical applications. Copper is found in nearly every home and vehicle and is a critical element of todays industrialised world.
Gold
Golds conductivity and non-corrosive properties make it a vital fabrication material in technology, electronics, jewellery, space exploration and dentistry. Rio Tinto is currently one of the top 15 gold producers in the world, and the largest among the diversified miners. We have interests in two of the largest gold resources, at Oyu Tolgoi and Grasberg. The latter contains the largest gold reserves in the world.
Silver
Silver has very good electrical and thermal properties. It is used in many electrical and electronic applications, such as photovoltaic cells, and is the principal ingredient of x-ray film. Silver is also regarded as a precious metal used as an investment and to make jewellery.
Molybdenum
Molybdenum is a metallic element frequently used to produce stainless steel and other metal alloys. It enhances the metals toughness, high temperature strength and corrosion resistance.
US
Chile
China
Mongolia
Japan
Full operating review on page 24.
2 Rio Tinto 2012 Annual report
Diamonds & Minerals product group
The Diamonds & Minerals group comprises mining, refining and marketing operations across four sectors. Rio Tinto Diamonds is one of the worlds leading diamond producers, active in mining, sales and marketing. Rio Tinto Minerals is a world leader in borates, with mines, processing plants, commercial and research facilities. Dampier Salt is one of the worlds largest producers of seaborne salt. Rio Tinto Iron & Titanium is an industry leader in high grade titanium dioxide feedstocks. The Diamonds & Minerals group also includes the Simandou iron ore project in Guinea.
Titanium dioxide production (2012 vs 2011)
Diamonds
Diamonds share a role with gold as an important component in jewellery that ranges from top-end jewellery through to more affordable diamond jewellery accessories. Rio Tinto is able to service both established and emerging markets as it produces the full range of diamonds in terms of size, quality and colour distribution.
Borates
Refined borates are used in hundreds of products and processes. They are a vital ingredient of many home and automotive applications, and are essential nutrients for crops. They are commonly used in glass and ceramic applications including fibreglass, television screens, floor and wall tiles, and heat-resistant glass.
Salt
Salt is one of the basic raw materials for the chemicals industry and is indispensable to a wide array of automotive, construction and electronic products, as well as for water treatment, food and healthcare.
Titanium dioxide
The minerals ilmenite and rutile, together with titanium dioxide slag, can be transformed into a white titanium dioxide pigment or titanium metal. The white pigment is a key component in paints, plastics, paper, inks, textiles, food, sunscreen and cosmetics. Titanium metals key properties of light weight, chemical inertness and high strength make it ideal for use in medical applications and in the aerospace industry.
Other products include high purity iron, metal powders, zircon and rutile.
North America
South Africa
Full operating review on page 26.
Energy product group
We are a leading seaborne supplier of thermal and coking coal to Asian customers and are one of the worlds largest uranium producers, serving electric power utilities worldwide. The Rio Tinto Energy product group has operations, exploration and development projects in Australia, southern Africa and Canada.
Thermal coal production (2012 vs 2011)
+16%
Coal
Coal is abundant, relatively inexpensive and safe and easy to transport. We are a large supplier to the export thermal coal market. Thermal coal is used for electricity generation in power stations. We also produce higher-value coking, or metallurgical, coal which, when mixed in furnaces with iron ore, produces steel.
Uranium
Uranium is one of the most powerful natural energy sources known, used in the production of clean, stable, base-load electricity. After uranium ore is mined, it is milled into uranium oxide the mine product that is sold for processing into fuel rods for use in nuclear power stations.
Namibia
South Korea
Mozambique
Full operating review on page 28.
Iron Ore product group
We are the second-largest producer supplying the global seaborne iron ore trade. After a decade of rapid expansion in Australia, and more recent growth in Canada, we are well positioned to benefit from the continuing strong demand in China and other Asian markets. We are driving performance through effective project management and value-adding operational efficiencies.
Iron ore production (2012 vs 2011)
+4%
Iron ore
Iron is the key ingredient in the production of steel, one of the most fundamental and durable products for modern-day living, with uses from railways to paperclips. Our iron ore mines are located in Australia and Canada.
Full operating review on page 30.
riotinto.com 3
Chief executives statement
I am proud to be leading your company and am committed to building a stronger business focused on pursuing greater value for you, our shareholders.
My more than 20 years experience with Rio Tinto, including as a member of the board for the past four years, has shown me that we have great assets, outstanding people and the right strategy. We will now have a single-minded focus on how we deliver this strategy in every market in which we operate, everywhere around the world.
I place the highest importance on upholding our values and ensuring safety is paramount in everything we do.
In 2012, while we did experience safety improvements, there were two fatalities at our managed operations and, earlier this year, a fatality at our La Granja project in Peru. I will never let up in my constant efforts to improve safety, to reinforce our strong safety culture, and to ensure that every employee and contractor plays their part in making our workplaces safer.
Highlights of 2012
The pattern of market uncertainty and volatility we have seen since the global financial crisis continued in 2012. Yet despite this, our underlying financial results were solid, indicating the fundamental strength of our businesses.
This was mainly driven by a strong operational performance from some of our businesses. Our iron ore business delivered record production and shipments, and our copper business showed a second half recovery in copper volumes.
We also experienced production increases in bauxite, alumina, thermal coal and titanium dioxide feedstock.
The mining sector has experienced unacceptable levels of cost increases over the past five years. During 2012 all of our management teams were focused on improving productivity to ensure our assets are at the lower end of the total cost curve.
We are continuing to see the benefits of cost savings from our aluminium transformation programme and through the review of support and service costs across the business but clearly much more remains to be done.
We are taking a more aggressive approach to assets in our portfolio that no longer fit our strategy. We achieved further cash proceeds from our divestment programme in 2012, with the sale of several non-core businesses including Lynemouth Power Station, the North American and Chinese portions of the Alcan Cable business, our Specialty Alumina division, and we secured a binding agreement to sell our interest in Palabora. We also made good progress on exploring options for our Pacific Aluminium and Diamonds businesses. This focus will continue in 2013.
Growth programme
Our total capital expenditure for 2012 was US$17.4 billion, reflecting investment in the high value growth of our business, in particular our world-leading iron ore operations in the Pilbara and the greenfield copper-gold project, Oyu Tolgoi, in Mongolia.
We also continued to invest in a number of other growth projects throughout 2012, such as our iron ore project in Guinea, our aluminium smelting project in Kitimat, and a project to extend the life of the Groups Kennecott Utah Copper mine.
2012 was our peak capital expenditure year and, given our commitment to greater capital discipline, we are reviewing all capital commitments in 2013.
Delivering our strategy
Under my watch, our strategy will not change but how we deliver it will. We will consistently execute our strategy in all of our markets with a focus in three key areas in 2013:
Prioritise our capital expenditure on the highest quality projects and improve the way we manage capital. In addition, we are taking a more aggressive portfolio approach to divest assets that no longer fit our strategy.
Our immediate priority is to improve performance at our existing businesses by unlocking productivity improvements, aggressively reducing operating and support costs, controlling sustaining capital spend and leveraging our expertise across all stages of our operations. We are targeting cumulative cash cost savings of over US$5 billion over the next two years, which will see an annual run rate improvement of US$3 billion by the end of 2014.
During 2013, we continue to focus on delivering our two significant growth projects our Iron Ore business in Australia and our Oyu Tolgoi copper-gold project in Mongolia in a risk-managed, value-enhancing manner. See page 6 for more detail on what you can expect from us in 2013. In my drive to increase accountability, I have made some changes to my executive team. I welcome two new members Jean-Sébastien Jacques and Chris Lynch and congratulate Andrew Harding on his move to head our iron ore business. I have also announced some further streamlining of my executive team, reducing my direct reports from 11 to nine.
Ongoing commitment
We expect market uncertainty and price volatility to persist in 2013, but there are positive signs emerging. In China specifically, momentum is growing under its new leadership, and we expect to see Chinese GDP growth above eight per cent in 2013.
China will remain important to us, but I also expect to see strong demand growth from India, Indonesia and other South East Asian countries as they also urbanise and industrialise. It is this outlook that gives us confidence to invest in high-value growth projects, and underpins our expectation of strong future cash generation.
The company has a renewed and strong leadership team, supported by outstanding people. I would like to thank our 71,000 employees around the world for their dedication and resilience. In many parts of our operations we faced some testing times and there will be more to come.
I remain fully confident in the long-term prospects of the business. We have the right strategy to deliver sustainable growth over the long term to meet the worlds resourcing needs. In the short term, I am certain of what needs to be done and we are taking decisive steps with a clear plan to build a stronger, more accountable business.
Finally, I would like to thank you, our shareholders, for your continued support. I am committed to making a real difference building on Rio Tintos strong foundations to put us firmly on the path of delivering greater shareholder value.
Sam Walsh
Chief executive
4 Rio Tinto 2012 Annual report
Strategic context
Global economy
The global economy continues to deal with the aftermath of the global financial crisis (GFC) and associated volatility. European policymakers held successive summits during 2012 to tackle tensions from excessive sovereign debt levels in the eurozone, and debate the balance between austerity and growth policies.
In the US, employment remained below 2008 levels, forcing the Federal Reserve to launch a third round of quantitative easing to further stimulate a recovery.
In contrast, the Chinese government maintained policies to control inflation and other effects from the 2009 stimulus and excess liquidity. This led to a sharper slowdown than expected during the third quarter of 2012 in China, contributing to fears that the global economy was heading for a new recession.
Political leadership transition in China added to the perception of uncertainty in 2012, forcing markets towards greater risk aversion. This was felt strongly in commodity markets, with prices for some metals and minerals experiencing large fluctuations during the year. On average, prices for most commodities were ten to 20 per cent lower than in 2011, although they remained at high levels in the longer historical context. Cost escalations, project delays and other supply constraints continued, in many cases, to offset a weaker and more uncertain demand growth environment.
Towards the end of 2012, several encouraging developments started to emerge. In Europe, action from the European Central Bank, combined with the release of bailout funds for Greece, reduced the likelihood of a Greek departure from the eurozone in 2013. It also provided European governments with more time to work towards further integration and greater resilience.
Economic activity started to pick-up again in China in the final quarter of 2012, alleviating fears of a hard-landing. Although liquidity controls in China are expected to remain in place, we would expect positive momentum to be carried into 2013, with Chinese GDP growth for the year moving back to just above eight per cent.
There remain many risks that could derail a stabilisation and improvement in global activity, including continued tensions in the Middle East. We expect volatility to remain a feature of our markets in 2013.
Our belief in the underlying and longer-term trend of rising prosperity in Asia remains unchanged. This will ultimately contribute to support and sustain an elevated level of global economic growth over the next couple of decades. While recognising that the commodity-intensive growth in China is maturing, the industrialisation and urbanisation forces associated with the economic development of emerging countries will continue to support demand for commodities.
Commodity markets
Commodity markets started 2012 relatively positively, with prices for most metals and minerals making a continued recovery from the declines experienced in the second half of 2011. However, prices largely peaked during the first quarter of 2012, sliding downwards throughout the rest of the year, with a sharp correction in the third quarter in the iron ore market. The price trends and volatility reflected the OECD macro-uncertainties described above and concerns from the market that Chinas slowdown was signalling the end of investment-led, steel-intensive growth.
China is entering an important and necessary transition phase to rebalance its economy towards consumption-led growth. The near-term reform agenda remains unclear and is likely to generate volatility and uncertainty. Reforms and a rebalancing of the economy will ultimately be a positive development for the sustainability of growth in China. Overall, we expect a falling level of demand intensity for early development phase commodities, but absolute demand growth should remain strong over the next two decades and new opportunities will arise for late-cycle
commodities such as titanium dioxide and other industrial minerals. Our view remains that Chinas steel demand will peak at around one billion tonnes per annum towards 2030. Over this timeframe, India and countries in South East Asia are expected to become increasingly important sources of demand for commodities, including steel.
Increasing capital intensity for mining projects was a persistent trend in 2012. This was a reflection of continued real labour cost escalation, declining resource grades and increased mining projects complexity. Through 2012 the mining industry also continued to face increased stakeholder pressures, highlighting the importance of proactive stakeholder engagement and good track records in sustainable development. Nevertheless, rising threats of resource nationalism, greater rent extraction by governments, or simply increased uncertainty, have implications for the economics and feasibility of projects across the industry.
Combined with significant price volatility and stronger calls from investors for near-term returns over long-dated options, these supply challenges are resulting in further investment delays and deferrals. Iron ore and copper projects are being particularly impacted.
Largely due to the supply-side challenges, copper prices remained at levels equivalent to pre-GFC prices throughout 2012. This is in sharp contrast with the aluminium market, where capacity and production in China continue to match the rapid pace of demand. Even so, physical market premia for aluminium reached new records in 2012. The availability of profitable financing deals continued to lock in access to surplus metal. Thermal coal was another market with less favourable supply and demand dynamics in 2012. Prices came under constant pressure throughout the first half of the year. Finally, following continued strong upward momentum at the start of 2012, rutile and zircon prices faced heavy downward pressures during the second half of the year from reduced Chinese buying.
Lower prices and continued cost escalations have put increasing pressure on margins across the mining industry. This is particularly true in Australia where the dollar has remained resilient to falling commodity prices. The country has attracted money-flows from investors reallocating funds away from Europe. The industry in general is starting to respond to the squeeze on margins through a renewed focus on productivity.
Outlook
As the world economy returns to the trend rate of growth, rising incomes and increased prosperity in developing countries with associated industrialisation and urbanisation will continue to drive demand for commodities. Looking to the future, our view remains that there will be high average demand growth in our markets while cost escalations and stakeholder pressures remain key challenges to grow future supply.
riotinto.com 5
Group strategy and business model
Pursuing greater value for shareholders
The global economic outlook remains uncertain and volatile. This requires us to have a clear and consistent strategy designed to support a single commitment: the pursuit of greater value for our shareholders. To achieve this we are building an even stronger, more focused, and more accountable organisation.
Shared value
Pursuing greater value for our shareholders means delivering superior returns for the people who own and invest in our company. We will do this while maintaining a focus on safety and by staying true to our core values, wherever we operate.
Delivering superior shareholder value brings with it the opportunity to share our success with many of our other stakeholders. For host governments and communities, it means ensuring widespread and lasting economic benefits. For our customers, it means delivering what they need to be successful. And for our employees, it means creating opportunities to learn and grow in a world-class business.
A consistent strategy
As we continue to face short-term uncertainty and pricing volatility in many of our markets, our strategy remains the right one: to invest in and operate large, long-term, expandable, low-cost mines and businesses. This strategy has served us well over many years and we have full confidence that it will continue to do so in the future.
The opportunities we pursue are driven by quality and will be in the most attractive industry sectors. We are convinced of the benefits of owning a diversified asset portfolio, provided this is achieved in a way that maximises value for our shareholders. We look for high-quality assets in the right industry sectors that provide superior returns throughout the economic cycle with options for growth when the time is right. And we will realise value by divesting businesses that are no longer in line with our strategy.
We will apply a disciplined and rigorous investment process to ensure that capital is invested only in assets that, after prudent assessment, offer attractive returns, well above our cost of capital. Our approach balances investment to grow the value of the business and returns to shareholders, while aiming to maintain a strong balance sheet.
Our strategy is underpinned by our leading capabilities across the value chain and we intend to deepen our expertise and leadership in these areas.
Industry-leading capabilities
We have been in business for 140 years. During this time, we have built a deep understanding and expertise in industry-leading capabilities such as sustainable development, technology and innovation, exploration, marketing and operational excellence. We believe these capabilities will support us in our renewed focus on delivering greater value for our shareholders.
We have world-class businesses, such as our industry-leading iron ore operations in Australia, and we are developers and owners of what will be a top-five copper and gold mine in the Gobi desert of Mongolia.
We have pioneered several world-leading mining and processing technologies. We are the owner of the worlds largest fleet of driverless trucks, which are operated from a control centre some 1,500km away. We are using our expertise in technology and innovation to drive safety and productivity improvements across all of our businesses.
Business model
We create and preserve value through investing in and operating large-scale, long-term, low-cost mines and businesses. The nature of our business means that the life of an orebody may span many decades. Throughout the life of a business, from initial exploration to final closure and restoration, we commit to the highest standards of sustainable development
6 Rio Tinto 2012 Annual report
We also have long experience of building and maintaining relationships wherever we operate. The success of our business is underpinned by doing things the right way and by staying true to our values. Our outstanding people live these values day in and day out wherever we operate around the world.
Even so, we know there is more we can do and we will be reinforcing discipline and accountability throughout the organisation. Simply put, our leaders and employees will have clear targets and be held accountable for their individual performance, which will be rewarded with career growth and development opportunities. Our people must run the business as owners, not managers.
In parallel, we will also strengthen our management and approval systems bringing greater rigour to investment decisions, and implementing effective checks and balances with clearer lines of sight to critical business issues.
What you can expect from us this year
Consistent execution of our strategy in every market, in all of our businesses, is how we will deliver value this year. In 2013, we will reduce costs, deliver our approved growth projects, reshape the portfolio, and build a more accountable business.
This year, our efforts will be focused in three key areas:
Reinforcing capital allocation and discipline
We will prioritise our capital expenditure on the highest-quality projects and improve the way we manage capital. In addition, we are taking a more aggressive portfolio approach to assets that no longer fit our strategy. We will:
Reducing costs and improving performance in our businesses
Our immediate priority is to improve performance at our existing businesses by unlocking productivity improvements, aggressively reducing operating and support costs, controlling sustaining capital spend and leveraging our expertise across all stages of our operations. We will:
Delivering approved growth projects
During 2013, we are committed to delivering our two significant growth projects: in our Iron Ore business in Australia and in our copper-gold project in Mongolia in a risk-managed, value-enhancing manner. We will draw upon our leadership capability in stakeholder engagement to help us build enduring relationships with our host governments and communities.
Achievement of our strategy is measured by a mixture of financial and non-financial performance indicators, some of which we link to executive remuneration. See page 8.
Explore and evaluate
Our experienced, in-house exploration team has a proven track record of discovering large, long-life orebodies. The team creates further value from its identification of opportunities for the brownfield expansion of our existing assets. Our orebody knowledge allows us to innovate value-enhancing approaches to developing, operating and expanding our resources and positioning our products in the market.
Develop
We develop orebodies with long-term value delivery in mind. We allocate investment only to assets that, after prudent assessment, offer attractive returns that are well above our cost of capital. During this phase, we plan the optimal configuration for developing the orebody and for getting our products to market. We work closely with our customers to create demand in the market for the grade of product that enables us to maximise the value of the orebody over its lifecycle. Once the value of the resource is confirmed, and internal and external approvals are received, the project moves into implementation and construction.
Mine and process
We create value by safely and efficiently operating assets that fit with our Group strategy. Our global presence and management structure allow us to implement standard operating and maintenance practices across the Group. This reduces our use of consumables, increases the life of our equipment
and optimises the extraction of ore. In turn, we enjoy higher production, reduced costs and value maximisation. We use world-class technologies during mining and processing to increase our efficiency and productivity, and to produce material that is tailored to our customers needs.
Market and deliver
The majority of our customers are industrial companies that further process our products to supply numerous industries construction and infrastructure, automotive, industrial machinery and equipment, energy and consumer goods markets. We invest in long-term partnerships and innovate and improve our products and services to maximise product value to customers. We are constantly adding to our significant knowledge of our markets and value chain, allowing us to improve our investment decision-making process. In many cases, we are responsible for delivering product to our customers. We do this in a variety of ways, but always efficiently, reliably and cost-effectively.
Close down and rehabilitate
We integrate closure planning throughout an assets lifecycle, from the earliest stages of project development. When a resource reaches the end of its life, we are committed to high standards of close-down and reclamation. This helps us to maintain a positive reputation for sustainable development and ensures we meet the expectations of our current and future stakeholders.
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Key performance indicators
Our key performance indicators (KPIs) give us a means by which to measure our financial and sustainable development performance. Their relevance to our strategy, and our performance against these measures in 2012, are explained below.
Per 200,000 hours worked
US$ millions
Dividends from equity accounted units
Cash flow from consolidated operations
Notes
8 Rio Tinto 2012 Annual report
KPI trend data
The Groups performance against each KPI is covered in more detail in later sections of this Annual report. Explanations of the actions taken by management to maintain and improve performance against each KPI support the data.
Some KPIs are used as a measure in the long-term incentive arrangements for remuneration of executives. These are identified with this symbol:
Total shareholder return (TSR)
%
Net debt(a)
Capital expenditure(a)(c)
Greenhouse gas (GHG) emissions intensity
Indexed relative to 2008
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Risk factors
Principal risks and uncertainties
Rio Tintos business units and functions assess the potential economic and non-economic consequences of their respective risks using the framework defined by the Groups Risk policy and standard. Principal risks and uncertainties are identified when the Risk Management Committee, business unit or function determines that the potential consequences are material at a Group level or where the risk is connected and may trigger a succession of events that, in aggregate, become material to the Group. Once identified, each principal risk or uncertainty is reviewed by the relevant internal experts and by the Risk Management Committee.
The following describes all known principal risks and uncertainties that could materially affect Rio Tinto. There may be additional risks unknown to Rio Tinto and other risks, currently believed to be immaterial, which could turn out to be material. The risk factors outlined below omit the management detail on how each is managed and mitigated.
For further information about our approach to risk management, please see page 80. Risks may materialise individually, simultaneously or in combination and could significantly affect the Groups:
The principal risks and uncertainties should be considered in connection with any forward-looking statements in this document and the cautionary statement on the inside front cover.
External risks
The Group has operations in jurisdictions where governments and communities are seeking a greater share of mineral wealth. In some jurisdictions commercial instability can arise from a culture of bribery and corruption. Some operations are conducted under specific agreements with respective governments and associated acts of relevant legislative bodies. In several countries, land title and rights to land and resources (including Indigenous title) may be unclear. Political and administrative change, policy reform, and changes in law or government regulation can result in expropriation, or nationalisation of the Groups rights or assets.
In its operations and development projects, Rio Tinto is exposed to:
renegotiation, unilateral variation or nullification of existing agreements, leases and permits;
changes in government ownership of operations;
significant restoration and environmental clean-up costs;
currency and foreign investment restrictions;
changes in taxation rates, regimes or international tax agreements;
limitations to power, water, energy and infrastructure access; and
general increases in regulation, including compliance costs.
Political instability and uncertainty or government changes to terms applicable to the Groups operations may result in increased costs for the Group, may curtail or negatively impact existing operations and prevent the Group from making future investments.
10 Rio Tinto 2012 Annual report
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Risk factors continued
Operational risks continued
have economic or business interests or goals that are inconsistent with, or opposed to, those of the Group;
exercise veto rights to block actions that the Group believes are in its or the joint ventures best interests; or
be unable or unwilling to fulfil their obligations under the joint venture or other agreements, such as contributing capital to expansion or maintenance projects.
1. Natural disasters and events
Mining, smelting, refining and infrastructure installations are vulnerable to natural events including earthquakes, drought, flood, fire, storm and the possible effects of climate change.
12 Rio Tinto 2012 Annual report
Contents
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Sustainable development
Performance data
Our sustainable development performance data are reported for calendar years and, unless stated otherwise, represent 100 per cent of the parameters at each managed operation, even though Rio Tinto may have only partial ownership.
Data reported in previous years may be modified if verification processes detect material errors, or if changes are required to ensure comparability over time.
Wherever possible, data for operations acquired prior to 1 October of the reporting period are included. Divested operations are included in data collection processes up until the transfer of management control.
We report in line with the GRI G3 guidelines at Application level A+ and have implemented the International Council on Mining and Metals (ICMM) sustainable development framework (www.icmm.com).
Safety
We are committed to achieving our goal of zero harm. This is supported by our management system which provides the framework for incorporating hazard identification, risk assessment and risk management into all aspects of the operations. Safe operations that protect our people are a priority and we work systematically to mitigate risks that are critical to operating safely.
Regrettably, two people lost their lives due to safety incidents while working at Rio Tinto managed operations in 2012. The events were a rail incident at Rio Tinto Alcan Roberval-Saguenay in Canada and an incident during maintenance work on a crusher at Palabora in South Africa. We provided support and counselling to the families and colleagues affected by these events. We conducted in-depth investigations of the causes of these incidents and ensured that the conclusions were communicated across the Group. We are determined to learn from all incidents to prevent similar events from recurring in the future.
We measure progress toward our goal of zero harm through the all injury frequency rate (AIFR), which includes data for employees and contractors. At the end of 2012, our AIFR was 0.67. Over the last five years we have reduced our AIFR by 29 per cent.
The Group-wide safety risk management programme focuses equally on personal and process safety, and material safety hazards. The identification of higher-consequence, lower-probability safety risks are managed through targeted process safety management and the use of a Semi Quantitative Risk Assessment (SQRATM) process. Risk reduction resulting from the SQRATM process, along with critical risk controls, is used as a Group-wide leading indicator for safety performance.
We focus on building a sustainable safety culture at our operations, based around strong leadership and workforce engagement. We recognise that a slightly different approach is needed at projects where activity and thus risk levels change rapidly. We have benchmarked our approach externally, and we are piloting new methodologies that focus particularly on improving contractor alignment to our approach, and the quality of frontline leadership.
Rio Tinto has required disclosures relating to mine safety violations or other regulatory matters in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act that are included in Exhibit 99.1 to this filing.
Greenhouse gas emissions
Rio Tinto recognises the reality and scale of the challenges posed by increasing demand for reliable and secure forms of energy, coupled with the need for urgent action to reduce global emissions of greenhouse gases (GHGs). We believe global energy and climate challenges are best met by companies, governments and society working together on a global solution. Until that is in place we recognise that it will be important for individual jurisdictions to take action.
As a capital-intensive business, changing our emissions profile and the transition to low-carbon assets and products is a long-term challenge. We are seeking a substantial decarbonisation of the business by 2050. Following the creation of Pacific Aluminium, the majority of the energy used in Rio Tinto Alcans smelters is from low-carbon sources.
We have reduced our total greenhouse gas emissions intensity by 5.1 per cent between 2008 and 2012. Our total GHG emissions were 41 million tonnes of carbon dioxide equivalent (CO2-e) in 2012, 2.2 million tonnes lower than in 2011.
The majority of Rio Tintos GHG emissions are generated as a result of energy use (electricity, fuel and anodes and reductants) during mining, milling and smelting activities at our sites.
We recognise that there are also significant GHG emissions associated with the transportation, processing and use of our products. In 2012, the three most significant sources of indirect emissions associated with our products were:
We face costs associated with greenhouse gas emissions in Europe, Australia, New Zealand, various US states and Canadian provinces. As a result, over two thirds of emissions from our operations are covered by market-based carbon regulation.
14 Rio Tinto 2012 Annual report
Financial performance
Figures above exclude aluminium assets identified for divestment or closure and that are now managed by the Business Support & Operations group.
Strategy and strategic priorities
The aluminium industry is likely to continue facing challenging market conditions for some years, as a structural shift has occurred, driven by the decoupling of the supply chain for bauxite, alumina and aluminium and the continued growth of the Chinese smelting industry. Against this backdrop, Rio Tinto Alcan is focused on a transformation strategy to improve the performance of the product group. This strategy has delivered improvements, but much more needs to be done in this market environment of depressed prices. Further action will be required to reduce costs, improve the productivity of the assets, and the returns that are generated on capital invested.
Rio Tinto Alcan is committed to achieving further significant performance improvements by delivering over US$1.6 billion of EBITDA improvement by the end of 2015 from both strategic investments and business improvement initiatives. This will incorporate the Aluminium groups contribution to Rio Tintos sustainable cost reduction targets by 2014. The annual run rate from sustainable business improvement initiatives is now exceeding US$460 million, with US$250 million delivered in 2012, as planned. Key elements of this ongoing second phase of Rio Tinto Alcans transformation include:
In 2012, the Aluminium product groups all injury frequency rate deteriorated to 0.72, from 0.58 in 2011. Regrettably, in January there was one fatality, which resulted from an incident on the Roberval-Saguenay railway in Quebec, Canada. The product groups ongoing priority is to implement the Zero Harm by Choice programme, as well as to continue deploying Rio Tinto HSE performance standards and risk management practices, to reach Rio Tinto Alcans ultimate goal of zero incidents. Process safety management has made significant progress, with reporting, investigation and analysis of significant potential incidents and completion of corrective actions as a main focus.
The Grande-Baie aluminium smelter in Quebec jointly won the 2012 Chief Executive Safety Award. Three Aluminium sites were recognised in other categories:
Rio Tinto Alcan accounted for 20 per cent of Rio Tintos total greenhouse gas emissions (GHG) in 2012, compared to 19 per cent in 2011. At year end, total GHG intensity was 24 per cent lower than 2008 baseline performance. The realised reductions made a significant contribution to the Rio Tinto Groups overall total GHG intensity improvements. This sizeable reduction in emissions over the past several years is mainly related to the divestment or closure of non-core assets, as well as ongoing operational improvements that have combined to give Rio Tinto Alcan the lowest carbon footprint in the aluminium industry. Taking into account recent portfolio changes, 96 per cent of Rio Tinto Alcans power supply is carbon-free and falls into the lowest-cost quartile for energy. Aluminium produced using hydroelectricity which currently represents some 83 per cent of the Aluminium product groups power supply has the lowest footprint with respect to primary energy consumption and climate change in lifecycle analysis studies.
Rio Tinto Alcan works closely with stakeholders to address sustainability concerns and help identify ways to foster greater transparency and sustainability throughout the aluminium industry.
During 2012, the Aluminium product group played a lead role as a co-founder of the Aluminium Stewardship Initiative (ASI), along with the International Union for Conservation of Nature and several other founding members. The mission of ASI is to define and deliver the first comprehensive global standard for the responsible production, use and re-use of aluminium. Rio Tinto Alcan also agreed to participate in Empreinte Carbone Québec, a pilot project launched by Quebecs Ministry of Economic Development, Innovation and Export to develop a method for calculating carbon footprint.
Review of operations
Rio Tinto Alcans underlying earnings of US$3 million were US$439 million lower than in 2011, primarily from a significant deterioration in market conditions and the impact of the lock-out at the Alma smelter in Quebec. The combined impact of movements in prices and exchange rates, inflation and increasing prices for coke, pitch and caustic reduced underlying earnings by US$569 million year-on-year and lowered EBITDA margins by 11 per cent. This market impact was partially offset by controllable cash cost improvement initiatives which had a net positive impact of nearly four per cent on margins. The absence of the abnormal weather events that occurred in 2011 was outweighed by the impact of reduced operations from the lock-out at Alma.
Further deterioration in aluminium market conditions in 2012, together with strong currencies in certain regions and higher raw material costs, has had a negative impact on current market values in the aluminium industry. The annual impairment review for Rio Tinto Alcan and other aluminium businesses (including Pacific Aluminium)(a) resulted in a post-tax impairment charge of US$11.0 billion, which includes goodwill impairment of US$6.0 billion.
The average aluminium market price in 2012 was US$2,018 per tonne, a decrease of 16 per cent from 2011. Rio Tinto Alcans average realised price for primary metal products in 2012 was US$2,383 per tonne, 12 per cent lower than US$2,715 in 2011.
Gross sales revenue for Rio Tinto Alcan decreased by 17 per cent compared with 2011. This was due to the combined effects of lower market prices across the product range and reduced production at Alma, offset by the Yarwun refinery expansion in Queensland, Australia.
Aluminium production decreased by nine per cent to 2.2 million tonnes in 2012. This was partly due to the lock-out at Alma resolved through the signing of a new labour agreement. Two thirds of the smelters capacity was curtailed throughout the first half of the year. Alma was progressively returned to full production by January 2013. The new organisational design implemented after the negotiated labour agreement will enable productivity improvements and lower total operating costs. This new organisational design is now being deployed in other facilities and will contribute to further cost reductions in 2013.
22 Rio Tinto 2012 Annual report
Rio Tinto Alcans bauxite production was 31.4 million tonnes in 2012, 11 per cent higher than in 2011. Record production levels were achieved at Weipa in Queensland, Australia, as well as in Guinea. The increase in output was driven by production creep initiatives to supply requirements from the expanded Yarwun refinery, and increased third-party demand.
Alumina production increased 19 per cent to 7.0 million tonnes during 2012, as expanded refining capacity at Yarwun came on line. First bauxite was injected into the expanded Yarwun plant in July 2012. By September, the expanded refinery was operating at 90 per cent of its nameplate capacity of 3.4 million tonnes per annum. The ramp-up is on schedule to reach full capacity by the third quarter of 2013. Yarwun is moving the product groups alumina production into the second quartile of the industry cost curve.
Development projects
Rio Tinto Alcans development pipeline is focused on developing its long-life Tier 1 assets, while strictly limiting growth in line with market conditions. Project characteristics include a low carbon footprint, low operating costs and attractive forecast returns on capital.
Feasibility and environmental impact studies are currently being completed for the South of Embley project. This would extend the life of the Weipa bauxite mine in Queensland, Australia by approximately 40 years, depending on production rates. The expansion would facilitate staged increases in production of up to 36 million dry product tonnes a year, from the current level of 23 million tonnes. It would enable the continuity of supply to Rio Tinto Alcans two Gladstone alumina refineries and capitalise on the rapidly-growing third-party market for seaborne bauxite.
Two major smelting projects under way in Canada are designed to leverage Rio Tinto Alcans clean, self-generated hydroelectricity and generate advantages from the latest AP smelting technology. In Quebec, the construction of the AP60 smelter is complete and is now in the commissioning phase. This 60,000 tonne plant is the first commercial-scale implementation of Rio Tinto Alcans newest smelting technology platform. Operating at an unprecedented 600 kiloamperes, the energy-efficient AP60 is designed to deliver a US$60 to US$90 per tonne full economic cost advantage over the existing benchmark. First metal at the AP60 smelter is expected in the first half 2013. Subsequent phases will be delayed until the aluminium market shows clear signs of recovery.
The Kitimat Modernisation Project in British Columbia will increase the smelters current production capacity by more than 49 per cent, to approximately 420,000 tonnes per year. The modernised aluminium smelter will be powered by self-generated hydroelectricity and use advanced AP40 technology to cut GHG emissions intensity by more than 50 per cent. Once completed at the end of 2014, Kitimat will be one of the lowest-cost smelters in the world, strategically located to supply key emerging markets in the Pacific Rim.
The modernisation of the ISAL aluminium smelter in Iceland is expected to increase production from 190,000 tonnes to 230,000 tonnes and includes a leading-edge casting facility to produce value-added billet. The new casting facility produced its first billet in the second quarter of 2012.
Macroeconomic sentiment remains uncertain and continues to impact the groups product prices particularly for aluminium.
With a number of regional economies expected to improve, total primary demand for aluminium is forecast to increase by nearly six per cent in 2013. However, inventories are still high and warehousing transactions, driven by forward pricing estimates and low interest rates, remain attractive. Medium-term supply growth is currently forecast to match or exceed demand growth, resulting in a global market surplus for the industry in the near term.
Smelter grade alumina demand is underpinned by aluminium production, so alumina demand over the long term is directly tied to aluminium demand estimates.
Of Rio Tinto Alcans three core commodities, bauxite presents the best opportunities for attractive returns in the near term, given strong Chinese demand and supply uncertainty. The current focus of the traded bauxite market is on Chinas sharply increased demand for imported product. Although shipments from a traditional key supplier in Indonesia have been recovering in the wake of bauxite export restrictions introduced in May 2012, the fundamentals for traded bauxite continue to look strong going forward.
On balance, while higher regional market premiums have helped partially offset prevailing low aluminium prices, the short-term outlook for aluminium markets remains challenging, with lingering economic uncertainty and continuing price volatility. This underscores the importance of the ongoing drive to transform Rio Tinto Alcan into a leaner, highly-efficient aluminium producer capable of generating solid returns throughout the economic cycle.
The longer-term outlook for aluminium remains robust and Rio Tinto Alcan believes strong returns will be available in the future for the well-positioned, low-cost operator.
Rio Tinto Alcan anticipates strong future demand in key sectors like transportation, infrastructure and consumer goods, spurred by the continued move to urbanisation and the growth of megacities, particularly in China and other emerging Asia-Pacific economies. A measure of the enormous potential is that per capita consumption of aluminium is currently just one kilogram in India and five kilograms in Brazil, well below the average of more than 20 kilograms per capita in industrialised countries.
Mature markets will also require significantly increased volumes of aluminium. A good example is the automotive industry, currently among the top-performing sectors in the economies of both the US and Germany.
The global demand picture outlined above would translate into a need for around 40 million tonnes of modernised aluminium production (net of inventory reductions) between now and 2025, along with 75 million additional tonnes of alumina and, very importantly, around 230 million additional tonnes of bauxite. Despite this positive outlook for demand, it is ultimately supply growth that will determine whether, or when, the aluminium industry returns to a more balanced market in the long term.
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The Copper product groups strategy is to maximise shareholder returns by delivering superior margins and growth from high-quality assets. This strategy will be realised by:
In 2012, the Copper product groups all injury frequency rate was 0.50, compared to 0.56 in 2011. The Copper product group regrettably suffered a fatality at its Palabora operation in South Africa and two industrial fatalities occurred at the non-managed Grasberg mine in Indonesia.
The Copper product group is committed to managing the risks inherent in its business and providing a workplace where there is a culture of zero harm. To that end, the group is developing enhanced programmes and procedures to manage process safety, underground safety and contractor management activities. In addition, the group is embedding the need for all leaders and employees to focus on personal safety and work collaboratively toward the goal of zero harm.
The Copper product groups 2012 greenhouse gas (GHG) emissions were 10.66 tonnes of carbon dioxide equivalent per tonne of copper cathode produced, compared with 8.15 tonnes in 2011. The decline in efficiency resulted from the smelter shutdown at Kennecott Utah Copper and decreased production at Palabora. The Copper product group represented 6.8 per cent of Rio Tintos total emissions.
The Copper product group portfolio is made up of large, long-life, low-cost operations that present meaningful opportunities to grow and improve productivity. In 2012, the group produced 549 thousand tonnes of mined copper (Rio Tinto share), making Rio Tinto the worlds sixth largest supplier. The product group also produced 294 thousand ounces of mined gold, 3,657 thousand ounces of mined silver and 9.4 thousand tonnes of molybdenum as by-products of its copper operations.
Kennecott Utah Copper (Rio Tinto: 100 per cent)
Kennecott Utah Copper, adjacent to Salt Lake City, produces about 17 per cent of US copper supply. In 2012, Kennecott produced 163 thousand tonnes of refined copper, 279 thousand ounces of refined gold, and 9.4 thousand tonnes of molybdenum. Refined metal production was higher
during the second half of the year due to improved mine production and processing of inventories built up during a maintenance shutdown of the smelter in the second quarter, which was planned to coincide with the period of lower grades.
Escondida (Rio Tinto: 30 per cent)
Operated by BHP Billiton, Escondida is the worlds largest copper mine. Located in Chiles Atacama Desert, it represents five per cent of global production and 16 per cent of all copper production from Chile. In 2012, Escondida produced 1,047 thousand tonnes of copper (100 per cent basis). Production was higher than 2011 due to higher grades and an increase in ore delivered to the concentrator owing to improved material handling.
Grasberg (a joint venture that gives Rio Tinto a 40 per cent share of production above specified levels until the end of 2021 and 40 per cent of all production after 2021)
Grasberg is owned and operated by PT Freeport Indonesia, a subsidiary of US-based Freeport-McMoRan Copper & Gold Inc. Located in the province of Papua in Indonesia, it is one of the worlds largest copper mines. Production in 2012 did not reach the specified level, so Rio Tinto did not receive a share of production for the year.
Northparkes (Rio Tinto: 80 per cent)
Located in New South Wales, Australia, Northparkes is a joint venture with the Sumitomo Group. Northparkes produced 53.8 thousand tonnes of copper and 72 thousand ounces of gold in 2012 (100 per cent basis). The mine is the site of an innovative tunnel boring trial that has the potential to increase the rate of tunnel development underground. The site is also home to a state-of-the-art underground training facility.
Palabora (Rio Tinto: 57.7 per cent)
Palabora Mining Company is a South African company listed on the Johannesburg Stock Exchange. The mine produced 40.9 thousand tonnes of refined copper in 2012 (100 per cent basis). In December 2012, Rio Tinto announced an agreement to sell its interest in Palabora for consideration totalling US$373 million. While South Africa remains an important and prospective region for Rio Tinto, and Palabora is a good business, it is no longer a natural fit within Rio Tintos portfolio.
Extending mine life
The Copper product group is pursuing several promising projects to extend the life of existing operations in its portfolio.
In June 2012, Rio Tinto approved a US$660 million investment to extend the life of Kennecott Utah Coppers Bingham Canyon mine from 2018 to 2029. The project, known as Cornerstone, involves pushing back the south wall of Bingham Canyon to gain access to 515 million tonnes of 0.79 per cent copper equivalent ore. Work continues on evaluating projects to expand and upgrade the power plant to natural gas and expand the tailings impoundment.
At Escondida in northern Chile, the Ore Access and Laguna Seca Debottlenecking projects were completed in the second half of 2012, with significant production improvements already realised, in particular with the material handling process.
Escondidas Organic Growth project costing US$3.8 billion (Rio Tinto share: US$1.2 billion) was 26 per cent complete at year end. This project involves constructing a new, 152,000 tonnes per day concentrator to replace the Los Colorados concentrator and allow access to high-grade ore located under the existing facilities. The additional Oxide Leach Area project will cost US$721 million (Rio Tinto share: US$216 million) and involves the construction of a new dynamic leach pad that will maintain current levels of oxide leaching after the existing heap leach has been fully exhausted. Construction of the project is expected to be completed in 2014.
In Indonesia, the Grasberg mine is continuing its transition from primarily an open pit to a fully underground operation. The Grasberg underground
24 Rio Tinto 2012 Annual report
block cave project will come on line in 2017, when the current open pit mine will be depleted, and is expected to ramp up to full capacity by 2022, reaching 160,000 tonnes of ore produced per day. In addition, Grasberg has begun construction on the Deep Mill Level Zone block cave mine, which will produce an additional 80,000 tonnes of ore per day at full capacity, expected in 2021. Together, these two projects will supply ore to the mill at 240,000 tonnes per day by 2022.
Technological innovations
Technology continues to be a primary lever to improve productivity and cost performance by increasing recoveries, enabling the processing of low-grade material, as well as optimising underground and capital development.
In 2014, Kennecott will commission its Moly Autoclave Process (MAP), which will process lower grade molybdenum concentrate more efficiently than conventional roasters and will improve recovery rates by eight per cent.
Kennecott has also completed construction and commissioning of a pilot ore sorting facility. The new technology, Copper NuWaveTM, has the potential to upgrade marginal ore and waste material by rejecting barren material from the mill pebble recycle stream.
Northparkes began commissioning of a new tunnel boring technology in October 2012. This technology is one pathway to reduce up-front capital costs and decrease construction time for underground operations. Initial tests have demonstrated a 40 per cent increase in the speed at which tunnelling occurs. Additionally, in August 2012, the Rio Tinto Block Cave Knowledge Centre officially opened at the Northparkes mine, providing employees from across the Group with the highest standard of technical and safety training for underground block caving operations.
Greenfield projects
Rio Tinto is focused on developing greenfield projects that can deliver the highest potential returns. The Group approaches each project with world-class environmental standards, and with a goal of creating sustainable economic benefits for all stakeholders.
Oyu Tolgoi (Rio Tinto: 51 per cent interest in Turquoise Hill Resources)
In a span of 34 months, the Oyu Tolgoi copper and gold mine in Mongolia has gone from the planning stage to near completion as a world-class operation and is the flagship of the Copper product groups growth portfolio. At the end of 2012, the project was 99 per cent complete for the open pit, and the group has signed a binding agreement with a Chinese power company for the supply of electricity.
Commercial production of copper concentrate is expected in 2013, and Oyu Tolgoi is set to be a top five copper producer once fully developed. Over its life, it will deliver an average annual production of 425,000 tonnes of copper and 460,000 ounces of gold, and will have net unit cash costs in the first quartile of the industry cost curve.
Oyu Tolgoi contains a 1.5 billion tonne reserve and substantial additional copper mineralisation. The deposit provides opportunities for further expansions that could see production continuing for more than 50 years. In addition, Oyu Tolgoi is in a highly prospective region with further exploration potential.
La Granja (Rio Tinto: 100 per cent)
The La Granja project in northern Peru has the potential to be one of the Groups highest value opportunities. La Granja could be the largest undeveloped greenfield copper project in Latin America, and has the potential to be a very large, long-life operation.
In 2012, Rio Tinto launched a prefeasibility study to mine copper from an open pit, with low technical risk, and using a leaching process to maximise recovery of copper. To date, 168,000 metres of drilling has been completed and further drilling will be ongoing during 2013.
The current plan is to develop the project using a staged, three-phase approach, in which the group will develop an initial leach operation, expand the operation and then construct a concentrator on site. Employing this phased approach will defer significant capital investment until after production begins, with operating cash flows supporting further expansions. Rio Tintos knowledge of La Granjas orebody and of the broader region continues to evolve. Developing La Granja will provide access to an attractive orebody and will allow the Group to establish a positive presence in a part of the world with significant mineral potential.
Eagle (Rio Tinto: 100 per cent)
Located in Michigan, US, the Eagle copper/nickel mine is scheduled to begin operation in 2014. The mine will produce an average of 16 thousand tonnes and 13 thousand tonnes per year of nickel and copper metal respectively over seven years. Eagle Mine is also located in a highly prospective region where Rio Tinto currently holds significant tenements.
Resolution Copper (Rio Tinto: 55 per cent)
The Resolution Copper project, located in Arizona, US, is ranked among the top ten undeveloped copper assets in the world, and is expected to be a major underground block cave operation.
Resolution Copper has mining tenements covering the identified orebody. However, to realise the full potential of the project, Resolution Copper requires access to public land where mining is currently prohibited. Resolution Copper continues to seek legislative approval in the US Congress to acquire full legal title to all needed land including the adjacent public land. In exchange for that title, the project would give the public more than 2,400 hectares of high-quality Arizona conservation lands. Permitting of the project will start in 2013 with submission of the General Plan of Operations (GPoO) to the United States Forest Service, a Federal Government agency. Submission of the GPoO will initiate the process of assessing the projects environmental impacts and applying appropriate mitigation. This will be done through the generation of an Environmental Impact Statement (EIS), written by the Federal Government, per the National Environmental Policy Act (NEPA). In parallel, work continues on the prefeasibility study, with a timeline that has been extended to allow for a more complete evaluation of mining and processing options and to determine the optimal path forward.
Rio Tinto is confident in the fundamentals of the industry and the long-term future of the copper market. While the Group expects continued volatility in the short term, the copper markets robust long-term fundamentals remain intact.
With roughly 60 per cent of copper used as an electrical conductor, the electrification and urbanisation of emerging markets, primarily China, followed by India and South East Asia, will drive copper demand growth through the next several decades. While new mine supply is due to come on line in 2013 as a result of higher prices in the past few years, Rio Tinto has exceptional copper assets and is well positioned to make the most of these market conditions.
The Copper product group is keenly focused on managing costs across its business, and maximising the technological innovations that can lower the cost of developing new mines and improving the productivity of existing operations.
Through a strategic approach of carefully prioritising work and organising key projects into phases, the Copper product group will continue to be flexible and focused on making investments that create the most value.
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Following changes to Rio Tintos management announced in July 2012, the Simandou iron ore project is now reported within Diamonds & Minerals to reflect management responsibility. Prior year comparatives have been restated.
Demand growth for diamonds and industrial minerals typically follows peak requirements for commodities such as iron ore and copper. The Diamonds & Minerals product group intends to capitalise on this trend by strengthening its portfolio and securing opportunities for valuable growth. The product group strategy is to:
The product group continues to focus on fostering a culture of accountability and awareness among employees and improving contractor safety. The product groups all injury frequency rate (AIFR) increased slightly to 0.57 in 2012 from 0.55 in 2011.
The product group faces some unique challenges in health and safety. The workforce spans multiple nationalities, ethnicities, languages and cultures in developing countries. In response, management is employing innovative strategies and visible safety leadership to educate the workforce. The product group is committed to eliminating risks of fatalities and permanent injuries, particularly in the large development projects under way. At Diavik, where the transition to underground mining was recently completed, the mine rescue team came third at the 8th International Mine Rescue Competition held in Donetsk, Ukraine, a significant achievement at the highest possible skill level.
Overall greenhouse gas (GHG) emission intensity improved across the product group due to higher production levels and the implementation of more efficient equipment and technology. GHG emissions per tonne of product were marginally higher at Rio Tinto Minerals in 2012 as a result of lower production, and intensity decreased by 8.4 per cent across Rio Tinto Iron & Titaniums operations, reflecting efficiencies associated with higher production levels and new technology. GHG emission intensities improved across all Rio Tinto Diamonds operations. In 2012 Diavik commissioned its wind farm which will reduce diesel consumption by approximately ten per cent and lower greenhouse gas emissions by approximately six per cent. The Diavik wind farm is the largest wind diesel hybrid system in the world and the first wind generation facility for Rio Tinto.
Diamonds & Minerals underlying earnings of US$119 million include evaluation costs in respect of Simandou of US$262 million. Excluding Simandou expenditure, underlying earnings of US$381 million were 52 per cent higher than in 2011. The group benefited from higher prices for titanium dioxide feedstocks and borates. The acquisition of BHP Billitons interests in Richards Bay Minerals also contributed to the increase in earnings. This was offset by lower prices for diamonds and higher depreciation at Diavik following an impairment reversal in 2011.
Rio Tinto Minerals (RTM)
RTM (100 per cent interest) supplies over 30 per cent of the worlds refined borates from its world-class deposit in Boron, California. RTM also has borates refineries and shipping facilities in China, France, Malaysia, the Netherlands, Spain and the US.
Borates production of 463,000 tonnes boric oxide equivalent was eight per cent lower than in 2011, reflecting current global economic market conditions. The sale of Borax Argentina which historically contributed around four per cent of RTMs borates production completed in August 2012. Despite a weakening in demand during the year, RTM achieved a one per cent improvement in refined borates revenues. Earnings of US$140 million were six per cent higher than 2011, excluding the contribution from talc in the prior period.
Rio Tinto Iron & Titanium (RTIT)
RTIT is the largest producer of titanium dioxide feedstocks. RTIT mines ilmenite at its wholly-owned Rio Tinto Fer et Titane (RTFT) operation in Quebec; its managed operation Richards Bay Minerals (RBM) in South Africa (74 per cent interest); and its QIT Madagascar Minerals (QMM) operation (80 per cent interest). RTIT produces high-quality titanium dioxide feedstocks at its world-class metallurgical complexes as well as co-products including high purity iron, steel, metallic powders, zircon and rutile.
In September 2012, Rio Tinto doubled its holding in Richards Bay Minerals to 74 per cent following the acquisition of BHP Billitons entire interests. The purchase price paid by Rio Tinto on completion was US$1.7 billion. The acquisition was triggered in February 2012 by BHP Billiton exercising a put option agreed with Rio Tinto as part of RBMs restructuring in 2009. The price was determined through a previously-agreed expert valuation process.
In 2012, titanium dioxide feedstock production increased by 11 per cent year-on-year to 1.6 million tonnes. This reflects higher production at RTFT which completed a furnace rebuild in 2011 and an increase in attributable volumes at RBM resulting from Rio Tinto doubling its stake in September. Production was negatively impacted by the furnace rebuild at RBM that commenced in May 2012.
RTIT increased its revenues by 41 per cent due to higher prices for titanium dioxide feedstocks and the RBM transaction. RTIT continued to replace its multi-year sales contracts with alternative pricing mechanisms, increasing the exposure to current market prices. The impact of improved pricing more than offset increased input costs resulting in a 163 per cent increase in year-on-year earnings to US$397 million, including the higher contribution from RBM.
Rio Tinto Diamonds (RTD)
RTD is a leading producer of rough diamonds with a product portfolio that provides a presence in all major markets. Rio Tintos diamond assets currently comprise the Argyle Diamond Mine in Australia (Rio Tinto: 100 per cent), the Diavik Diamond Mine in Canada (60 per cent), Murowa Diamonds in Zimbabwe (78 per cent) and the Bunder diamond project in India (100 per cent). RTD sells its share of production through its centralised marketing office in Belgium and has a niche cutting and polishing factory in Australia, where it cuts and polishes the high-end pink diamonds from the Argyle mine, and sells them to an international customer base.
26 Rio Tinto 2012 Annual report
In March 2012, Rio Tinto announced a strategic review of its diamond business that includes exploring a range of options for the potential divestment of its diamonds interests.
RTD produced 13.1 million carats in 2012, a 12 per cent increase from 2011 that reflected increased grades, higher ore throughput and the absence of adverse weather interruptions which impacted 2011. Revenue in 2012 was two per cent higher than in 2011, as the effect of higher volumes was largely offset by lower prices. RTD reported a loss of US$43 million in 2012, compared to earnings of US$10 million in 2011, reflecting lower prices and higher depreciation.
A post-tax impairment of US$460 million was recognised relating to the Argyle diamond mine. An impairment review of Argyle was triggered by the announcement of the Diamonds strategic review as well as changes to the forecast ramp-up date for the underground mine. This is not included in underlying earnings.
Construction of the Argyle underground mine is proceeding and production is scheduled to commence in the first half of 2013, with ramp up to full operation to be completed by 2015, extending the life of mine until at least 2020. Production from Diaviks underground mine commenced in early 2010 in parallel with open pit operations. The transition to a fully underground operation was completed in 2012 and will sustain Diavik production well past 2020.
Dampier Salt (DSL)
Dampier Salt Limited, the worlds largest salt exporter, produces industrial salt by solar evaporation of sea water at Dampier and Port Hedland, and from underground brine at Lake MacLeod, all in Western Australia. Salt is sold principally to the base chemical industry markets in Asia. During the year, DSL moved within the Diamonds & Minerals organisational structure. Salt production of 6.8 million tonnes (Rio Tinto share) increased three per cent year-on-year.
In 2011, Diamonds & Minerals re-entered the potash business through an exploration joint venture with North Atlantic Potash Inc. a subsidiary of JSC Acron. Acron is a world leader in fertiliser production and holds multiple potash exploration permits in Saskatchewan, Canada, home to about half the worlds potash reserves. Drilling results indicate encouraging potash grade and thickness. Higher nutritional standards, population growth and limited arable land make potash a critical factor in maintaining global food security, and a natural complement to RTMs existing borate fertiliser business.
Large diameter drilling was conducted and resource assessment and planning also progressed at the groups Jadar lithium-borate deposit in Serbia. If developed, the deposit has the potential to supply more than 20 per cent of global lithium demand. Lithium carbonates fastest-growing application is in batteries that provide clean power to industrial systems and electric and hybrid cars.
Good progress was made on RTITs TIO4 project aimed at expanding its mining and smelting capabilities in Canada and Africa. However, in January 2013, against a backdrop of weaker market conditions for its products and the need to manage and reduce its costs, RTIT has reviewed the economic viability of the project and suspended prefeasibility studies in Canada and Madagascar. The Zulti South mine expansion at RBM and exploration programme in Mozambique continue.
Following the announcement in 2011 of TiO2050 a proposed investment of C$800 million over five years to enhance mining and processing operations RTFT commenced investment in 2012 to upgrade its water filtration system at its steel plant, acquire a new crusher at its mining operation and begin a furnace rebuild.
The Bunder diamond project is currently more than halfway through its prefeasibility studies, which began in July 2010. These studies have confirmed the economic potential of the orebody and work is well under way to define the best development option. In January 2012, Rio Tinto
received a Letter of Intent from the Government of Madhya Pradesh to issue the mining lease for Bunder, following approval in principle from the Government of India.
During 2012, the Simandou iron ore project in Guinea also moved within Diamonds & Minerals, as it remains the responsibility of the groups new chief executive, Alan Davies, appointed in September. Simandou is a key pillar in Rio Tintos long-term growth strategy, involving one of the largest known undeveloped iron ore resources in the world. The concession will enable the development of the largest mine and infrastructure project ever undertaken in Africa. This will include the progressive development of a 95 million tonne per annum mine, a 650-kilometre trans-Guinean railway and a new deep-water port.
The project is adopting a stage gate approval process allowing for studies to be finalised in parallel with early works, and for investment to be made in line with Government of Guinea approvals and financing processes.
The year saw significant progress, with Rio Tinto and Chinalcos listed subsidiary, Chalco, completing the formation of the Simandou Joint Venture for the development and operation of the project. In June, the project committed a further investment of US$1 billion (Rio Tinto share: US$501 million) for detailed design studies, and early works and long-lead items, primarily for developing the rail and port infrastructure.
Rio Tinto, with the support of Soguipami, the State Mining Company, submitted the Social and Environmental Impact Assessment to the Government of Guinea for review and approval. The Republic of Guinea also issued a presidential decree declaring the Simandou infrastructure a Project of National Interest (PIN) in October 2012, protecting the area of land needed to develop the rail and port infrastructure from any acquisition or development by third parties.
Diamonds & Minerals businesses serve a range of different industries, but are linked through their track record of creating and defining new and profitable markets for their products. Demand softened in these markets in 2012 in response to broader economic trends, and the outlook for 2013 remains uncertain. However, the medium- to long-term outlook continues to be positive across all products as urbanisation and rising standards of living drive higher levels of demand.
In the borates marketplace, RTM will seek to capture profitable growth in emerging economies and maintain its position in its established markets. Planned supply chain improvements will facilitate speed and flexibility in shifting supply to promising sectors and regions. RTM will focus on increasing refined borates capacity to meet higher than GDP demand growth while achieving world-class safety performance and improving its cost position.
Demand for titanium dioxide feedstock is expected to continue to grow in the medium- to long-term, in line with improving global economic conditions, urbanisation and demand growth in emerging markets. In response to current weak demand and in order to reduce operating costs, RTIT is taking action at a number of its operations. RBM will place its zircon and rutile processing operations on care and maintenance, while maintaining production at the core ilmenite mining and smelting operations. RTFT is taking its upgraded slag (UGS) production facility temporarily offline.
The medium- to long-term fundamentals for the diamond industry are positive and expected to support sustainable future price growth. The global mineral reserve base is steadily declining, compounded by limited exploration investment and success, and expected reductions in supply over the medium to longer-term. Demand in India and China is expected to continue to grow, and to represent nearly 50 per cent of global diamond consumption by 2020. Demand in mature markets is expected to grow in line with GDP.
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The Energy product group has a mix of assets in its portfolio and remains focused on safely supplying the worlds growing energy needs through the sustainable development and operation of large-scale, long-life, low-cost mines.
In light of market conditions for coal and uranium, the high-cost operating environment in eastern Australia and infrastructure constraints in Mozambique, the Energy group is undertaking a review of the optimal growth profile for all its business units.
The Energy product group is focused on:
The Energy product group aims to achieve the goal of zero harm by fostering a culture where employees and contractors have the knowledge, skills and desire to work safely at all times. In 2012, this commitment was demonstrated with Mount Thorley Warkworth named joint winner of the Rio Tinto Chief Executive Safety Award. Mount Thorley Warkworth was recognised for the passion of its senior leaders to build a safe and highly engaged workforce including seamless inclusion of contractors within the sites safety culture and the rigour with which Rio Tintos safety systems and standards are applied. In 2012, Energys all injury frequency rate was 0.66 compared with 0.80 in 2011, which was reflective of lower injury rates across all its business units. In addition, core fatality prevention processes including thorough investigation of significant potential incidents and active management of critical operational risks were further entrenched in the way the group works.
To date, Rio Tinto has spent more than US$100 million on research and development into technologies that will reduce emissions from coal-fired industries. This investment is necessary because all forecasts point to coal continuing to play a significant role in the global energy mix, but in an increasingly carbon-constrained environment. In 2012, the Energy group launched a three-year, A$6 million sponsorship of The Otway Project in Victoria, Australias first industrial-scale demonstration of geological carbon dioxide storage and research. Combined with work at the University of Melbourne, the Energy group is helping to create a world-class hub for research into this important technology. In 2012, Energys Australian coal operations implemented a new industry methodology at its New South Wales mines to more accurately estimate fugitive emissions from coal extraction, instead of using the default emission factor. In 2012, greenhouse gas emissions for the Energy group remained steady at approximately 4.3 million tonnes of carbon dioxide equivalent.
After a period of robust earnings following the global financial crisis, the performance of the Energy product group declined in 2012 due to lower prices for coal and uranium, a strong Australian dollar and escalating input costs.
All Energy businesses reacted swiftly to this challenging economic environment by implementing plans to address declining productivity and the sharp rise in operational costs. An impairment charge of US$2.86 billion post-tax was also recognised relating to Energys coal business in Mozambique (refer to next page for explanation).
Rio Tinto Coal Australia (Rio Tinto: 100 per cent)
Rio Tinto Coal Australia (RTCA) manages the groups Australian coal interests. These include the Blair Athol (Rio Tinto: 71.2 per cent), Clermont (Rio Tinto: 50.1 per cent), Hail Creek (Rio Tinto: 82 per cent) and Kestrel (Rio Tinto: 80 per cent) coal mines in Queensland. RTCA also manages the Energy product groups coal mines in New South Wales, which are Hunter Valley Operations (Rio Tinto: 80 per cent), Bengalla (Rio Tinto: 32 per cent), Mount Thorley (Rio Tinto: 64 per cent) and Warkworth (Rio Tinto: 44.5 per cent).
Coal & Allied is 80 per cent owned by the Rio Tinto Group and 20 per cent owned by Mitsubishi Development. Coal & Allied also has a 36.5 per cent interest in Port Waratah Coal Services which operates the Kooragang and Carrington coal port terminals.
Australian coal production increased by eight per cent in 2012 compared to 2011 due to the completion of brownfield expansions in the Hunter Valley and the continued ramp-up of the Clermont Mine in Queensland. This was achieved despite the impacts of wet weather in eastern Australia in the first half of 2012, and carry-over effects from a shortage of explosives in New South Wales in the fourth quarter of 2011. Net earnings of US$402 million represent a 68 per cent decrease from 2011, due largely to lower prices for all coal types, the continuing strength of the Australian dollar, and higher input costs.
Coal production is forecast to increase again in 2013 through the realisation of benefits from the business-wide debottlenecking and asset management programme, the ongoing ramp-up of the Clermont Mine and first coal from the Kestrel Mine Extension. The production increase through these activities is forecast to more than offset the impact of closure of the Blair Athol Mine in central Queensland which produced its last coal in November 2012. Over nearly three decades, Blair Athol Mine produced close to 250 million tonnes of thermal coal, and at its peak was Australias largest exporter of thermal coal. Its infrastructure facilities are now being used by the nearby RTCA-managed Clermont Mine, which opened in 2010.
In response to increased community concern regarding impacts from mining in the Hunter Valley, RTCA has made significant improvements to both operational and rehabilitation practices. Key initiatives include purchasing noise-attenuated heavy mobile equipment and retrofitting existing fleet, and the use of real-time monitoring to modify operations in response to environmental conditions.
Energy Resources of Australia (Rio Tinto: 68.39 per cent)
Energy Resources of Australia (ERA) is a publicly listed company. Since 1981, ERA has mined ore and produced uranium oxide at its Ranger open pit mine, 260km east of Darwin in the Northern Territory.
ERA also holds title to the adjacent Jabiluka mineral lease, which is under a long-term care and maintenance agreement. Ranger and Jabiluka are surrounded by, but remain separate from, the World Heritage listed Kakadu National Park. ERAs operations are subject to stringent environmental requirements and governmental oversight.
28 Rio Tinto 2012 Annual report
Ranger mine finished open-cut mining in December 2012 after 31 years. Uranium production will continue by processing previously stockpiled lower grade material while studies proceed to assess the feasibility of underground operations at Ranger.
In January 2013, a suite of agreements covering the Ranger Project Area were executed by ERA, the Mirarr Traditional Owners, the Northern Land Council and the Commonwealth Government.
Key features of the agreements include the Mirarr Traditional Owners receiving an increased share of the financial benefits from the Ranger mine, the creation of a regional Sustainability Trust which will deliver social initiatives in the local region, and an agreed approach to increasing opportunities for local Aboriginal participation in business development, training and employment.
The finalisation of these agreements is a significant achievement and reflects a strengthening in the relationship between ERA and the Gundjeihmi Aboriginal Corporation representing the Mirarr Traditional Owners.
Rio Tinto Coal Mozambique (Rio Tinto: 100 per cent)
Rio Tinto Coal Mozambique (RTCM) manages the Zambeze Project (100 per cent); Tete East Project (100 per cent); Benga Mine (65 per cent); and the Zululand Anthracite Colliery (74 per cent).
RTCM holds mining and exploration licences in the Moatize Basin in the Tete province of Mozambique. The Benga Mine was officially opened in May 2012 with first coal exported in June 2012. An impairment charge of US$2.86 billion post-tax was recognised relating to Energys coal business in Mozambique. The development of infrastructure in Mozambique to support the undeveloped coal asset is more challenging than initially anticipated which, combined with a downward revision to estimates of recoverable coking coal volumes, has led to a reassessment of the overall scale and ramp up schedule of RTCM and consequently to the assessment of its fair value less costs to sell (FVLCS).
Benga Mine commercial production in 2012 was 460 thousand tonnes. Near-term sales volumes will reflect the availability of rail and port capacity.
Rössing Uranium (Rio Tinto: 68.58 per cent)
Rössing Mine is located near Arandis in Namibias Erongo Region. Improving costs and efficiencies continued to be a focus at Rössing in 2012. Benefits from the business improvement strategies that were initiated in 2011 are now being realised and this work will continue in 2013. Rössing is evaluating options to expand operations and extend the mine life beyond 2023.
Rio Tinto acquired its interest in Namibia-based Rössing Uranium Limited (Rössing) in 1970. The Iranian Foreign Investments Company (IFIC) acquired its original minority shareholding in Rössing in 1975. IFICs interest predates the establishment of the Islamic Republic of Iran and the U.S. economic sanctions targeting Irans nuclear, energy and ballistic missile programs. IFIC acquired and continues to own a minority shareholding in Rössing in accordance with Namibian law.
Rössing is neither a business partnership nor joint venture between Rio Tinto and IFIC. Rössing is a Namibian limited liability company with a large number of shareholders, including Rio Tinto with 68.7 per cent, IFIC with 15.3 per cent, the Industrial Development Corporation of South Africa with 10 per cent, local individual shareholders with a combined interest of 3 per cent and the Government of the Republic of Namibia with 3 per cent but with an additional 51 per cent vote at a general meeting of Rössing on matters of national interest.
As a shareholder in Rössing, Rio Tinto has no power or authority to divest IFICs holding in Rössing. However, Rössing and the Namibian Government have taken several recent steps to limit IFICs future involvement in Rössing.
On 1 October 2010, Namibia reported to the United Nations, pursuant to Article 31 of the United Nations Security Council Resolution 1929 (UN SCR 1929), that it had reached an agreement with the Islamic Republic of Iran that IFIC will not participate in any future investments nor will it acquire any further shares in Rössing. It was also agreed that the Government of Iran will not acquire interests in any commercial activity in Namibia involving uranium mining, production, or use of nuclear materials and technology, as required under UN SCR1929, until such time as the United Nations Security Council determines that the objectives of the Resolution have been met.
The Rössing board also took steps in 2012 to terminate IFICs involvement in the governance of Rössing. As a shareholder in Rössing, IFIC was entitled under Namibian law to attend general meetings of Rössing. IFIC was previously represented on the board of Rössing by two directors. While this level of board representation did not provide IFIC with the ability to influence the conduct of Rössings business on its own, the Rössing board nonetheless determined that, in light of international economic sanctions, it would be in the best interest of Rössing to terminate IFICs involvement in board activity. Therefore, on 4 June 2012, at the annual general meeting of Rössing, the shareholders of the company, including Rio Tinto, voted not to re-elect the two IFIC board members. This ended IFICs participation in Rössing board activities. IFIC accordingly is not represented on the Rössing board, nor does it have the right to attend board meetings or receive any board information
Dividends:
While IFIC is entitled to its pro rata share of any dividend that the majority of the board may declare for all shareholders in Rössing, IFIC has not received such monies since early 2008. Simply by maintaining its own shareholding in Rössing, Rio Tinto is not engaging in any activity intended or designed to confer any direct or indirect financial support for IFIC. Further, the Rössing board determined no dividends will be paid for the year 2012.
Uranium off-take and technology:
Rössing is the worlds third largest uranium mine. It sells approximately 40 percent of its uranium to U.S. power companies and most of the remainder to Canada and other key U.S. trading partners in Europe and Asia. As a minority shareholder, IFIC has no uranium product off-take rights. Neither IFIC nor other Government of Iran entities have any supply contracts in place with Rössing and receive no uranium from Rössing. IFIC also does not have access to any technology through its investment in Rössing or rights to such technology.
While Rio Tinto does not view itself as actively transacting or entering into business dealings with an instrumentality of the Government of Iran, this information has been provided to ensure transparency regarding the passive, minority shareholding in Rössing currently held by the IFIC. Rio Tinto has disclosed the IFIC shareholding matter to the United States Government and has periodically updated the U.S. Department of State as to the same.
Rio Tinto completed the acquisition of Hathor Exploration, a junior Canadian uranium exploration company with assets in the Athabasca Basin region of Saskatchewan, in January 2012. The new entity was renamed Rio Tinto Canada Uranium (RTCU).
Its assets give the Energy product group access to a significant high-grade uranium deposit and further highly prospective exploration tenements in an area of Canada that currently supplies approximately 20 per cent of global uranium. RTCUs Roughrider Project is located in an area that hosts all of Canadas producing uranium mines.
Rio Tinto has commenced an environmental baseline programme for the Roughrider Project and engagement with local communities and stakeholders is also well under way. Rio Tinto is continuing to work with the governments of Saskatchewan and Canada to promote the growth of the uranium mining industry.
In Queensland, RTCAs Kestrel Mine Extension project is well advanced and scheduled to start production in mid-2013. The project will incrementally increase production by one million tonnes per annum, extend the life of the current mine to 2032 and reduce unit operating costs.
In Mozambique, work to refresh the development strategy is being expedited in light of the non-cash impairments announced in January 2013. The Energy product group continues to engage with the Government of Mozambique on a range of transport infrastructure options, the success of which remains the key to unlocking the full value of coal tenements in the Moatize Basin.
At ERA, the Ranger 3 Deeps orebody contains an estimated 34,000 tonnes of uranium oxide making it one of the most significant recent uranium discoveries anywhere in the world. Construction of a A$120 million exploration decline started in May 2012 with exploration drilling expected to commence in Q2 2013.
Following a successful exploration programme, Rössing Uranium is considering mining the Z20 orebody. In order to access the orebody, an infrastructure corridor would need to be established linking Z20 to the existing Rössing mine.
With European and American economies continuing to experience low-growth conditions, subdued prices for coal and uranium are expected to continue in the short to medium term. Notwithstanding the near-term outlook, long-term demand for coal and uranium is expected to remain strong.
Under even the most ambitious climate change policy scenarios, Rio Tinto expects demand for energy to increase significantly with future global growth dominated by Asia. The International Energy Agencys most recent scenario shows China alone representing 43 per cent of global energy growth over the period 2010 to 2020. In the same scenario in the period 2010 to 2035, Asia accounts for 67 per cent of global growth, with India and other countries accelerating as Chinas growth profile starts to flatten.
Many countries seek a diversified energy mix to safeguard energy security, while looking to minimise costs and manage the various environmental impacts of energy use including carbon emissions. This challenging three-way balance means that coal will continue to be an important baseload fuel for decades to come and nuclear power will provide additional energy security with low emissions. Similarly, global steel demand is expected to grow at two per cent per annum to 2050, underpinning the demand for high-quality metallurgical coal.
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The Iron Ore product groups strategy is to:
Following the three fatalities that regrettably occurred in 2011, a comprehensive examination of Iron Ores approach to safety was launched. This resulted in key safety improvement initiatives that were implemented in 2012. Integral to improved performance will be the strong commitment to safety improvement at all levels of the organisation and a focus on critical risk management, safety leadership, employee development, hazard awareness and safety systems simplification.
Critical risk monitoring programmes continue to be enhanced, and include increasing leadership capability and accountability. Initiatives designed to comprehensively reduce Iron Ores overall risk profile included the phased introduction of a safer 5-star ANCAP
(Australasian New Car Assessment Program) rated light vehicle fleet and the implementation of the Nine Lifesaving Commitments hazard awareness programme.
Iron Ore maintained a major focus on health issues, particularly emerging issues impacting on the mental health of its workforce. This included embedding a mental health strategy with a focus on depression.
In 2012, the Iron Ore groups all injury frequency rate was 0.74, compared with 0.65 in 2011. Several significant potential incidents were also recorded in 2012. These shortcomings highlighted the need to embed better safety programmes and improvement initiatives throughout 2013.
A number of measures were implemented during the year to ensure that Rio Tintos iron ore business applied best practice to its environmental performance. From a regulatory perspective, several programmes produced greenhouse gas (GHG) improvements. All federal government requirements for the National Greenhouse and Energy Reporting System and Energy Efficiency Opportunities Act were met. Pilbara operations also produced savings of 479 TJoules (1.4 per cent of the total energy footprint for the iron ore business). The Iron Ore groups total greenhouse gas emission intensity has improved 4.1 per cent from 2008.
Iron Ore achieved its stated production target of 250 million tonnes in 2012, overcoming volatile weather and market challenges along with a fast-tracked expansion schedule to increase overall group production to 253 million tonnes. Rio Tintos share of production was 198.9 million tonnes, a 3.7 per cent increase over the previous year.
This evidenced a great recovery from what was a particularly difficult first quarter, when the seasonal weather conditions in the Pilbara produced three tropical cyclones. However, satisfactory operating performance was maintained, with inland mining and in-load facilities continuing to operate in a limited but functional capacity throughout the events.
The second half in particular demonstrated the integrated Pilbara systems enhanced operational efficiency, with operational capacity re-rated at 237 million tonnes per year (Mt/a) in November with minimal capital investment. The business set, and met, the challenge of reaching a 260Mt/a run-rate towards the end of the year.
As in 2011, a volatile iron ore market produced wide and rapid swings in spot prices, across which most contract prices were based, highlighting the sales and marketing teams sustained achievement in placing tonnes to the best effect. Relevant index prices reached higher than US$150 per tonne and as low as around US$80 per tonne, before settling in the US$120-130 range through the fourth quarter as demand recovered and stabilised. The dynamic nature of the market was highlighted with broad variations in customers responses to peaks and lows in demand, resulting in fragmented price referencing models across major markets.
Marketing strategy remained focused on achieving high recognition for the superior value-in-use of Rio Tintos iron ore products, matching them with particular markets where optimal value could be realised. Despite the volatile conditions, sales increased each quarter through the year.
Operational improvement throughout the year was directed to achieving productivity gains, particularly through minimising or eliminating bottlenecks across the Pilbara rail network. Additional sidings were constructed to reduce delays.
A US$518 million investment (Rio Tinto share US$478 million) was announced to reinstate Iron Ores AutoHaul automated train programme. Scheduled for completion in 2015, this will result in the worlds first automated long-distance heavy-haul rail network. AutoHaul will enable Rio Tinto to expand capacity without making a substantial investment in additional trains. The programme involves a number of safety initiatives to ensure current safety levels are not compromised.
The years operational efficiency gains often involved small but valuable improvements in asset deployment. For example, two additional ore cars were added to all 234-car trains, increasing annual ore throughput capacity by approximately 500,000 tonnes.
Rio Tintos longstanding commitment to the Mine of the Future programme was reflected in a number of decisions, leading towards the first fully autonomous large-scale mining operation in the Pilbara. The Operations Centre (OC) in Perth has become the nerve centre for the Pilbara business. Most management and oversight functions formerly based in the Pilbara have been brought into the OC. Construction began on Stage 3 of the OC, which will enable more roles and responsibilities to be based there in 2013.
The five original Autonomous Haulage System (AHS) driverless trucks were transferred from West Angelas mine to Yandicoogina, where they were joined by five new autonomous trucks. They now comprise the entire fleet in the Junction South East pit, hauling about 30 million tonnes of high-grade ore a year. They will be progressively joined by 150 more AHS trucks over the next three to four years, to be initially deployed at the expanded Nammuldi mine and the new Hope Downs 4 mine.
The 40-year-old Cape Lambert power station was decommissioned during 2012 and dismantling commenced. The HIsmelt®plant in Kwinana has also been decommissioned and preparation for dismantling and potential sale of some equipment has begun.
30 Rio Tinto 2012 Annual report
The ongoing challenge to recruit the workforce of the future was met with a number of activities including commencement and consolidation of regional fly-in fly-out (FIFO) hubs, introduction of the national FIFO programme, recruitment of record numbers of apprentices and graduates, utilisation of five dedicated regional training facilities, and the funding of 43 mining-related scholarships to the University of Western Australia.
Negotiations for participation agreements with Traditional Owners continued, augmenting the five agreements reached in 2011. This featured a strong commitment to finalising regional standards, incorporating mutual obligations to deliver commitments on employment, financial compensation, education and training, heritage surveys and practices, environmental care and land use.
Aboriginal employment remained a key priority of the Pilbara business, and the year saw a steady improvement in workforce numbers, boosted by the significant addition of contractors associated with the expansion programme. At the end of the year, total Aboriginal employment in the Western Australian iron ore business stood at more than 1,660 workers. The commitment to fostering Aboriginal business produced outstanding achievements. In the last three years more than A$1.6 billion in Pilbara contracts has been awarded to Aboriginal joint venture and direct contracts.
A number of regulatory and administrative arrangements were also resolved including the government approval of stage two for the Wickham residential sub-division supporting the Cape Lambert expansion.
Brockman 4 phase 2 expansion was successfully commissioned, lifting mine annual capacity to 40 million tonnes, as was the Hamersley Agricultural Project, using surplus water from the Marandoo mine extension to develop a year-round crop-growing capability.
In September, the High Court of Australia overturned earlier decisions by the Federal Court not to declare the Hamersley and Robe rail lines open for third-party access. The Australian Competition Tribunal reconsidered the matter, and, in February 2013, ruled that the lines not be opened up for other users.
The Iron Ore Company of Canada (IOC, Rio Tinto share 58.7 per cent) enjoyed a solid year, recovering from a difficult first few months to produce 9.7 million tonnes of pellets and 4.4 million tonnes of concentrate for sale. Sales were 9.9 million and 4.2 million tonnes respectively. During the year a number of improvements helped achieve efficiency gains, notably in the mobile equipment and operations sectors. A number of challenges remain as a result of the Concentrate Expansion Project (CEP) first stage, still in commissioning, which impacted concentrate production. Pellet production was stable through the year.
In March, IOC successfully secured a six-year labour contract with its unions without disruption. This agreement will enable IOC to be competitive, attract the necessary skills, and reward, attract and retain the right people to generate greater value.
During the year, the Dampier Salt business moved within the Diamonds & Minerals organisational structure, and is reported on page 27.
A number of incremental improvements to the Pilbara integrated network, largely involving debottlenecking, resulted in a re-rating of the systems current annual capacity in November 2012 to 237 million tonnes with minimal capital investment.
The expansion of Pilbara annual capacity to the revised target of 360 million tonnes remained on track in 2012, following a two-staged investment process and a successful year of project execution. All approvals for the expansion to 290 million tonnes capacity are in place, and all rail and port approvals for the 360 million tonne stage are completed except for immediate rail links to new mine developments still in study phase.
In February, a US$3.4 billion (Rio Tinto share US$2.9 billion) investment was approved, comprising US$2.2 billion to extend the life of the Nammuldi iron ore mine by 14 years and US$1.2 billion for early works
at Cape Lambert port and rail expansions. These early works include replacing an ageing car dumper with a new dual car dumper, increasing the ports annual capacity by 20 million tonnes by 2015, and aligning in-loading capacity with current ship-loading capacity.
This was followed in June with a US$3.5 billion investment (Rio Tinto share US$2.0 billion), providing for an additional two berths and significantly increased rail capacity to support it.
Investment of US$570 million was allocated to construct a new energy-efficient gas-fired power station at Cape Lambert, producing significantly lower carbon emissions than its decommissioned predecessor.
A further US$1.7 billion (Rio Tinto share 100 per cent) of largely sustaining capital expenditure was approved to extend the life of the Yandicoogina mine to 2021 and boost nameplate capacity from 53Mt/a to 56Mt/a. A wet processing plant will also be added in order to maintain product specification levels and provide a platform for future potential expansion.
This is the largest integrated mining project in Australian history, and is on track to complete the announced schedule:
The milestone of 290Mt/a capacity was brought forward to Q3 2013, delivering greater shareholder value more quickly.
The planned installation of a wet plant at Brockman 4 was removed, saving US$1 billion in capital expenditure. Through such measures, capital intensity has been kept at the mid-US$150s per tonne, despite rising costs and currency movements.
In response to the increased demand for iron ore from traditional and new markets, IOC re-launched the CEP that will increase capacity from 18 million tonnes of iron ore concentrate per year to 23 million tonnes. The first stage of the CEP, comprising the construction of a new primary ore crusher, a 6km overland conveyor and a fourth autogenous grinding line to increase primary processing capacity, is being commissioned and will ramp up towards full production in 2013.
The second stage involves the addition of two new spiral lines to the gravity separation circuit which was being delivered to operations from late 2012. This is planned to be followed by the installation of a new magnetite grinding and processing circuit scheduled for commissioning by the end of 2013.
Further proposed expansions are being progressed through study stages.
During 2012, the Simandou iron ore project in Guinea (covered on page 27) moved within Diamonds & Minerals, as it remains the responsibility of that groups chief executive, Alan Davies, appointed in September.
Market softening since 2011 was a result of destocking following lower than expected Chinese steel demand, which in turn led to the final quarter rebound to levels above US$120 per tonne, moving higher into the new year. With European and American economies still suffering poor growth conditions, the market will continue to show volatility in the short to medium term.
Notwithstanding this volatility, Rio Tinto is confident of the strength of the long-term demand outlook for iron ore. Increasing global wealth is leading to billions of people moving through steel intensive phases of development. Global steel demand is expected to grow at two per cent per annum to 2050, driven by China out to 2030, with India and other South East Asian countries offsetting a potential flattening in Chinese demand growth thereafter.
Business Support & Operations
At the end of 2012*, the Business Support & Operations (BS&O) group comprised Rio Tintos Exploration business (see below), as well as Business Evaluation, Economics & Markets, Group Risk, Global Business Services (Information Systems & Technology, Procurement, Shared Services and Group Property), Rio Tinto Japan and Rio Tinto Singapore Holdings. From an administrative point of view, the Group Audit & Assurance function sat within BS&O, but operates independently of management under a mandate approved by the Audit and Sustainability committees. (see pages 75 and 77).
Pacific Aluminium and Other Aluminium were also part of BS&O; these comprise non-core bauxite, alumina and aluminium assets that, in 2011, Rio Tinto announced its intention to divest or close. In March 2012, the Lynemouth aluminium smelter in the UK was closed and is currently being decommissioned. In December, Lynemouth Power Station was sold to German energy company RWE. During 2012, Rio Tinto sold the Specialty Alumina business (four plants in France and Germany) to funds affiliated to H.I.G., and Alcan Cable which has operations in North America and China to General Cable.
In 2012, BS&O contributed 41 per cent of Rio Tintos total greenhouse gas (GHG) emissions, compared with 44 per cent in 2011. Pacific Aluminium accounted for 29 per cent of the Groups total GHG emissions in 2012, and Other Aluminium accounted for 11 per cent. BS&Os all injury frequency rate improved to 0.60 in 2012, from 0.69 in 2011.
The Group has had a sustained commitment to exploration since 1946 and considers exploration to be one of its leading capabilities. Fundamental to the exploration strategy is a focus on Tier 1 resources: the largest, lowest-cost resources that are profitable at all parts of the commodity cycle. Established Group operations, such as Weipa, the Pilbara and Rössing, were Tier 1 greenfield discoveries by Rio Tinto where value is still being realised after more than 40 years of production.
The Exploration group conducts both greenfield and brownfield exploration programmes and also supports business development groups in evaluating merger and acquisition opportunities. Greenfield exploration aims to establish new operating business units, involving geographic or commodity diversification away from existing Group operations. Brownfield exploration is directed at sustaining or growing existing Group businesses.
This table shows Explorations Tier 1 discoveries since 2002:
At the end of 2012, the Exploration group was active in 20 countries and assessing opportunities in several others for a range of commodities including iron ore, copper, bauxite, coking coal, nickel, potash, uranium and mineral sands. Exploration activities in China were conducted through CRTX, a newly established joint venture between Chinalco and Rio Tinto. Responsibility for diamond exploration projects in Africa, Canada and India was handed over to the Diamonds & Minerals group late in 2012.
The goal of Exploration is to create value for Rio Tinto through the discovery or acquisition of Tier 1 resources that can increase future value. To pass modern community, sustainability and investment hurdles, the exploration process can take ten to 20 years from target generation to development decisions. Exploration programmes are therefore prioritised
on a global basis so that only the most attractive opportunities are pursued. Priorities are determined in consultation with the product groups, with decisions driven not by location or choice of commodity but by the quality of each opportunity.
The Exploration group is organised geographically into regional multi-commodity teams, with head offices in London, Salt Lake City, Brisbane, Beijing and Singapore. This structure provides a global reach and a local presence that allows for effective community engagement and development of Rio Tintos social licence to operate.
The Exploration groups all injury frequency rate improved from 1.52 at the end of 2011 to 1.41 at the end of 2012. Work to improve safety performance includes an ongoing safety diagnostic process to drive operational performance improvements through 2013.
An Order of Magnitude resource study programme over the Saskatchewan potash project in Canada (a joint venture with North Atlantic Potash Inc., a subsidiary of JSC Acron) neared completion. This phase of the resource study programme will be finalised during 2013, and accountability for the project will be handed over to the Diamonds & Minerals product group.
In the US an extensive drilling programme at Tamarack, Minnesota, has indicated potential for a major nickel-copper-precious metal resource. This will advance to an Order of Magnitude study in 2013.
Drilling at the Roughrider uranium project in Saskatchewan, Canada, has outlined extensions to the known mineralisation at the Far East Resource and ongoing exploration has identified new targets for follow-up.
In the brownfield environment, Exploration is close to completing Order of Magnitude studies over coking coal projects at Mt Robert, Elphinstone and Valeria in the Bowen Basin, Australia. Drilling at Goethite Bay and Carol Lake in the orbit of the Iron Ore Company of Canada identified potentially significant iron ore mineralisation with favourable metallurgical characteristics. In Namibia, a uranium mineralisation has been identified at Z20 on the Rössing mine lease and is being drilled out in greater detail.
Progress continued on the development of the VK1 airborne gravity gradiometer, with further test flying undertaken in 2012.
Gross cash expenditure on exploration and evaluation across all of Rio Tinto in 2012 was US$1,970 million, representing a US$533 million increase over 2011 gross expenditure of US$1,437 million (due to an increased share of evaluation costs at Oyu Tolgoi and ramp-up of a number of other evaluation projects). Gross expenditure was offset by US$494 million (pre-tax) proceeds from divestment of unrequired exploration assets. Of the 2012 total spend, US$234 million related to global Exploration group activity covering nine commodities across a range of greenfield and brownfield environments.
In 2013, the Exploration group will be active in at least 20 countries exploring for a range of commodities in a variety of greenfield and brownfield environments. Maintaining a robust exploration pipeline by identifying and securing access to the best-quality opportunities will be a key enabler of long-term success and there will be particular focus on project generation in a number of key environments.
For 2013 the list of projects moving towards potential discovery includes:
32 Rio Tinto 2012 Annual report
Technology & Innovation
Rio Tintos Technology & Innovation group (T&I) collectively seeks to maximise total shareholder value by partnering with the business to provide technical insights in operational improvements, technical assurance, project delivery, and innovation. T&Is focus is on creating sustainable value by embedding fundamental changes in the way Rio Tinto operates.
T&Is gross cost in 2012 was US$415 million, compared with US$343 million in 2011 and US$213 million in 2010.
The total number of employees in T&I increased from 925 at year end 2011 to 1,031 at year end 2012.
T&Is strategy is to:
T&I is committed to the safe operation of its facilities and to employee safety. The all injury frequency rate for T&I in 2012 was 1.57 compared to 2.57 in 2011. The improvement in the rate was primarily attributed to improvements in existing safety efforts as well as the addition of the Rio Tinto Alcan Major Projects group to T&I Project Development and Implementation.
Innovation
Innovation is the research and development group within T&I. Its focus is on developing radically innovative technologies that can address the significant challenges facing the mining industry and drive increased production, efficiency and safety.
While Rio Tinto as a whole looks at continuous improvement, Innovation is focused on step-change technologies, including the Mine of the FutureTM programme. The Mine of the FutureTM programme is not a single mine site; it is an approach used across Rio Tinto to find advanced ways to find, extract, and process minerals from deep within the Earth while reducing environmental impacts and further improving safety.
The wealth of technical and project expertise within Innovation is leveraged through a network of key partnerships with organisations and institutions around the world providing a vast and interconnected group of world-class experts to generate solutions.
The output of this work is protected by an intense focus on competitive advantage and developing tailored intellectual property protection strategies for each programme of work.
Mineral Technology Services
Mineral Technology Services (MTS) comprises a team of technology professionals based in seven offices in North America, Australia, South Africa and the UK, who partner with Rio Tintos business units in the delivery of large, measureable increases in earnings and value. MTS provides technical service in the areas of geology, mining, mineral processing, geotechnics, hydrometallurgy, process control and environmental management.
A key area of focus for MTS continues to be the Improving Performance Together programme launched in 2005. In 2012 the focus was aligning the work in processing, asset management and mining to provide support across the entire value chain with a focus on targeting the highest priorities for throughput, recovery and operating performance.
Mining and Asset Management Centre
The Asset Management Centre provides strategic direction on the effective selection and utilisation of the Groups equipment for mining and processing. Working with businesses, the centre supports asset improvement initiatives through the use of global metrics and benchmarking, standards and guidelines. The work also includes developing capability through competency frameworks and formal training to support sustainable improvement and standard business processes with fit-for-purpose technical operating systems.
The focus of the Surface Mining team is to establish leading practice and develop, share and implement Group-wide solutions in core mining production processes. Other Surface Mining initiatives include payload management, load and haul efficiency improvements, increased orebody recovery, improved stockpile management, drill and blast, and off-road tyre demand reduction.
Mining Technology also includes a Strategic Production Planning (SPP) team that works with business units to develop comprehensive plans and valuations of strategic development options. Results from SPP provide a logical resource development framework for more detailed studies and investment decision-making.
Project Development & Implementation
Project Development & Implementation (PDI) is responsible for the implementation and delivery of major capital projects. PDI is made up of a centralised Project Management Office (PMO) and Project Delivery Hubs which are aligned by geographic location or commodity. The PMO is responsible for developing, promoting and supporting the implementation of the processes, standards and tools to achieve repeatable project success. The hubs are responsible for the delivery of major capital projects in partnership with product groups and business units.
PDI is delivering a significant proportion of Rio Tintos major projects within a newly developed Capital Projects Framework which is shaped around four key elements project portfolio planning and reporting, project governance, practices, and people.
Technical Evaluation Group
The Technical Evaluation Group (TEG) is a team of internal professionals responsible for rigorously reviewing all major project proposals to ensure Rio Tintos Investment Committee is provided with independent technical assessments to support its decision-making.
Underground Technology Centre
The objective of the Underground Technology Centre is to create and develop a world-class team in technical aspects of underground mining that will provide Rio Tinto with a competitive advantage. The centre partners with the product groups on the technical aspects of design, construction and operation, including the delivery of fit-for-purpose technology.
T&I will continue to maintain a culture that makes safety and safety improvements the highest priority. To support the business where technical expertise and external networks will have the largest benefit to Rio Tinto and its shareholders, T&Is focus in 2013 will be on four main areas: partnering with product groups and functions on operational improvement, the safe and efficient development and implementation of projects, the pursuit of the Mine of the FutureTM programme and the development of innovative alliances and relationships, and technical assurance all of which will create competitive advantage for the Group. T&I is reviewing the Groups approach to due diligence and technical assurance processes.
riotinto.com 33
Financial review
2012 financial performance compared with 2011
In order to provide additional insight into the performance of our business, Rio Tinto presents underlying earnings.
2012 underlying earnings of US$9,303 million and net loss of US$2,990 million were US$6,246 million below and US$8,816 million below the comparable measures for 2011. The principal factors explaining the movements are set out in the table below.
Total changes in
underlying earnings(a)
Movement in gains and losses on consolidation and disposal of
interests in businesses
Movement in exchange differences
and gains on derivatives
Prices
The effect of price movements on all major commodities in 2012 was to decrease underlying earnings by US$5,315 million compared with 2011. Average prices declined from record highs experienced in 2011 for nearly all of Rio Tintos major commodities, with the exception of gold which was up six per cent on 2011, and minerals (mainly borates and titanium dioxide feedstocks).
The average Platts price for 62 per cent Pilbara fines declined by 24 per cent compared with 2011. Copper prices were down ten per cent, aluminium prices averaged 16 per cent lower and molybdenum was 17 per cent lower.
Commodity prices and other drivers of sales revenue of individual product groups are discussed further in the section on pages 37 to 38.
Exchange rates
Compared with 2011, on average, the US dollar depreciated by one per cent against the Australian dollar but strengthened by one per cent against the Canadian dollar, by seven per cent against the euro and by 14 per cent against the South African Rand. The effect of all currency movements was to increase underlying earnings relative to 2011 by US$154 million.
Volumes
Volume increases enhanced earnings by US$634 million compared with 2011. These were achieved primarily in iron ore, where sales volumes rose three per cent due to increased capacity at the Pilbara ports, and at Escondida in line with higher ore grades. Volume declines lowered earnings by US$943 million compared with 2011, reflecting lower mill throughput and gold grades at Kennecott Utah Copper and no metal share from Grasberg.
Energy, other cash costs and exploration
Industry-wide cost pressures continued during 2012, in particular at some of the mining hotspots where Rio Tinto has significant operations, such as New South Wales, Queensland and the Pilbara region of Western Australia. Rio Tinto has a clear focus on cost control and is targeting more than US$5 billion of cumulative cash cost savings over the next two years.
Higher energy costs across the Group lowered underlying earnings by US$23 million compared with 2011. In 2012, many operations were impacted by higher fuel, diesel and power rates.
Higher other cash costs during 2012 decreased underlying earnings by US$304 million compared with 2011 due to a combination of fixed production cost inefficiencies associated with lower volumes due to grade, higher maintenance costs and, costs associated with operational readiness for the Pilbara expansion of iron ore production.
In 2012, evaluation work progressed at many of the Groups projects including the Resolution and La Granja copper projects and the Simandou iron ore project. Development costs relating to Simandou have been capitalised from 1 April 2012. During 2012, Rio Tinto divested various exploration properties, including interests in Extract Resources and Kalahari Minerals, resulting in net gains after tax on disposal of US$342 million for the Group. The impact from movements in exploration and evaluation expenditure net of gains realised from divestments was to increase underlying earnings by US$80 million compared with 2011.
Finance costs, tax, other
The effective corporate income tax rate on underlying earnings, excluding equity accounted units, was 30 per cent, unchanged from 2011. As in 2011, the effective corporate tax on net earnings, excluding equity accounted units, is significantly impacted by the impairment of goodwill, which is non-deductible for tax purposes.
Group net finance charges were US$124 million lower than in 2011, mainly reflecting an increase in capitalised interest.
34 Rio Tinto 2012 Annual report
2011 financial performance compared with 2010
2011 underlying earnings of US$15,549 million and net earnings of US$5,826 million were US$1,562 million above and US$8,412 million below the comparable measures for 2010. The principal factors explaining the movements are set out in the table below.
The effect of price movements on all major commodities in 2011 was to increase underlying earnings by US$6,675 million compared with 2010. Prices improved for nearly all of Rio Tintos major commodities: copper prices were up 18 per cent and gold prices were up 29 per cent. Although aluminium prices averaged ten per cent higher than 2010 they fell back sharply in the last quarter of the year. Spot iron ore prices traded 15 per cent above 2010 levels but ended the year 25 per cent below where they started, given price weakness in the fourth quarter driven by Chinese destocking.
There was significant movement in the US dollar in 2011 relative to the currencies in which Rio Tinto incurs the majority of its costs. Compared with 2010, on average, the US dollar weakened by 12 per cent against the Australian dollar and by four per cent against the Canadian dollar. The effect of all currency movements was to decrease underlying earnings relative to 2010 by US$998 million.
Lower volumes were primarily driven by lower copper and gold grades at Kennecott Utah Copper, Escondida and Grasberg. This was partly offset by higher iron ore volumes in line with the Groups increased capacity at its Pilbara ports, despite the adverse weather conditions in the first half of the year. The net impact of volume movements was a decrease in underlying earnings of US$502 million relative to 2010.
Higher energy costs across the Group reduced underlying earnings by US$249 million compared with 2010. 2011 was impacted by the higher fuel, diesel and power rates affecting most operations. In 2010, Aluminium operations in the Saguenay were impacted by low snow and rainfall leading to reduced power generation and the need to purchase additional power from the provincial utility.
Higher other cash costs during 2011 decreased underlying earnings by US$2,096 million compared with 2010 due to a combination of higher input prices, fixed production cost inefficiencies associated with lower volumes due to weather events and grade, higher maintenance costs and costs associated with operational readiness.
Rising raw material and input prices decreased underlying earnings by US$514 million compared with 2010, particularly relating to coke, pitch and caustic prices in the aluminium businesses. In addition, underlying earnings were impacted by unit cost increases due to lower volumes caused by severe weather conditions (US$261 million) and lower grades (US$445 million), notably in the copper business. Additional costs of US$546 million were associated with a full year of operations at new mines and operational readiness preparations particularly in the Pilbara and Coal Australia. Other production and one-off costs lowered earnings by a further US$330 million.
In 2011, evaluation work progressed at many of the Groups projects, including the Resolution and La Granja copper projects and the Simandou iron ore project. Two undeveloped coal properties were divested in 2010 resulting in a US$229 million gain on disposal. The impact from higher exploration and evaluation expenditure combined with lower gains realised from divestments was to lower underlying earnings by US$796 million compared with 2010.
The effective corporate income tax rate on underlying earnings, excluding equity accounted units, was 30.0 per cent compared with 27.9 per cent in 2010. The effective corporate income tax rate on net earnings, excluding equity accounted units was 49.1 per cent compared with 27.3 per cent in 2010. The increase was due to the goodwill impairment charge being non-deductible for tax purposes.
Group net finance charges were US$245 million lower than in 2010, mainly reflecting an increase in capitalised interest in 2011.
Exclusions from underlying earnings 2010-2012
Earnings contributions from Group businesses and business segments are based on underlying earnings. Amounts excluded from net earnings in arriving at underlying earnings are summarised in the discussion of year-on-year results below.
riotinto.com 35
Financial review continued
2012
A pre-tax impairment charge of US$17,194 million, US$14,360 million post-tax, was recognised in 2012, of which US$12,643 million pre-tax, US$11,000 million post-tax, related to the Groups aluminium businesses (including Pacific Aluminium). The valuation of Rio Tintos aluminium businesses for impairment testing is based on the Groups assessment of fair value less costs to sell (FVLCS). During 2012, aluminium prices deteriorated further with strong Australian and Canadian currencies, high energy and raw material costs, and high volumes of London Metal Exchange (LME) inventory continuing to exert pressure on current market values in the industry. As in 2011, given the prevailing conditions in the aluminium market, FVLCS does not include the full value of the Groups planned improvements in cash margins from its value enhancement programmes.
A post-tax impairment charge of US$2,860 million was also recognised relating to Rio Tinto Coal Mozambique (RTCM). The development of infrastructure in Mozambique to support the undeveloped coal asset is more challenging than initially anticipated which, combined with a downward revision to estimates of recoverable coking coal volumes, has led to a reassessment of the overall scale and ramp-up schedule of RTCM and consequently to the assessment of its FVLCS.
In addition, there were net post-tax impairments of US$460 million relating to the Groups Argyle diamond mine and US$40 million in other net impairments. An impairment review of Argyle was triggered by the announcement during the year of the Diamonds strategic review as well as changes to the forecast ramp-up date for the underground mine.
Movements in gains and losses on consolidation and disposal of interests in businesses relate primarily to a gain of US$965 million arising on consolidation of Richards Bay Minerals (RBM) and a US$167 million loss on consolidation of Turquoise Hill Resources Ltd.
A deferred tax asset of US$1,043 million was recognised in the first half of 2012 following introduction of the Minerals Resource Rent Tax (MRRT) on 1 July 2012. At 31 December 2012, this amount was US$1,130 million. The legislation, which applies to companies with iron ore and coal operations in Australia, allows a deduction against future MRRT liability based on the market value of past investments in these mining assets as at 1 May 2010. Accordingly, a deferred tax asset has been recognised to reflect the deductibility for MRRT purposes of the market value of these mining assets to the extent recovery is probable.
2011
A post-tax impairment charge of US$9,290 million was recognised in 2011, of which US$8,855 million related to the Groups aluminium businesses. Valuation of Rio Tintos aluminium businesses for impairment testing was based on an assessment of FVLCS derived from discounted future cash flows. The impairment was largely a result of the economic environment and related market volatility in aluminium prices in the second half of 2011 leading to declines in market values for aluminium assets.
In addition, there were net post-tax impairments of US$344 million relating to the Groups diamond business and US$91 million in other net impairments.
Profits on the disposal of businesses in 2011 related principally to the sale of the Groups talc business and Colowyo mine.
The deferred tax asset write-off in 2011 of US$342 million followed a change in French legislation which restricted the utilisation of tax losses.
2010
Rio Tinto consolidated Oyu Tolgoi LLC on 15 December 2010 following the signing of a new agreement with Ivanhoe Mines. The US$445 million gain arising on consolidation represented the excess of the fair value ascribed to the Groups indirect share of the assets and liabilities of Oyu Tolgoi LLC over the historic cost of acquiring that share through its investment in Ivanhoe Mines.
The 2010 post-tax impairment charge of US$739 million related mainly to the Alcan Engineered Products businesses. The Group completed the divestment of 61 per cent of Alcan Engineered Products to Apollo Global Management, LLC and the Fonds Stratégique dInvestissement on 4 January 2011.
Profits on the disposal of businesses in 2010 relate primarily to the sale of the Groups remaining 48 per cent interest in Cloud Peak Energy Inc.
Loss after tax from discontinued operations of US$97 million (inclusive of divestment costs) related to the completion of the disposal of Alcan Packaging global Pharmaceuticals, global Tobacco, Food Europe and Food Asia divisions to Amcor on 1 February 2010, and the Alcan Packaging Food Americas division to Bemis Company Inc. on 1 March 2010.
Net earnings and underlying earnings
Both net earnings and underlying earnings deal with amounts attributable to the owners of Rio Tinto. However, IFRS requires that the profit for the period reported in the income statement should also include earnings attributable to non-controlling interests in subsidiaries. The profit for the period is reconciled to net earnings and to underlying earnings as follows:
36 Rio Tinto 2012 Annual report
Group financial results by product group 2012-2010
US$m
Exclusions from
underlying earnings
Sales revenue
The above table shows published prices for Rio Tintos commodities for the last three years where these are publicly available, and where there is a reasonable degree of correlation between the published prices and Rio Tintos realised prices. The prices set out in the table are the averages for each of the calendar years 2010, 2011 and 2012.
The Groups sales revenue will not necessarily move in line with these published prices for a number of reasons which are discussed below.
The discussion of revenues below relates to the Groups gross revenue from sales of commodities, including its share of the revenue of equity accounted units (after adjusting for sales to subsidiaries), as included in the financial information by business unit.
2012 sales revenue compared with 2011
Gross sales revenue for the Iron Ore group decreased by 18 per cent in 2012 compared with 2011 reflecting lower iron ore prices partly offset by higher volumes. Sales increased quarter-on-quarter throughout 2012, resulting in record annual sales volumes despite significant volatility in the marketplace.
In 2012, the Group continued to transition its sales portfolio to pricing periods that more closely reflect the market at the time of shipment. Approximately 30 per cent of sales were priced with reference to a quarterly average index set at the prior quarters average lagged by one month. The remainder was sold via pricing mechanisms priced closer to the index price at the time of shipment such as current quarter average, current month average or spot index prices. Index prices are adjusted for product characteristics and iron and moisture content.
2011 sales revenue compared with 2010
Gross sales revenue for the Iron Ore group increased by 25 per cent in 2011 compared with 2010, reflecting higher prices and increased volumes. In 2011, Rio Tintos Pilbara ports operated at above annualised capacity rates and shipped record volumes of 225 million tonnes for the full year.
For the first three quarters of 2011, Rio Tinto priced its iron ore contracts on a quarterly basis with a four-month lag. From 1 October 2011, the Group transitioned to a more diversified sales contract portfolio. In the fourth quarter, approximately 40 per cent of sales were priced with a four-month lag. The remainder was sold on a shorter-term price basis. Index prices are adjusted for product characteristics and iron and moisture content.
The Aluminium groups sales revenues are from aluminium and related products such as alumina and bauxite. Gross sales revenue for Rio Tinto Alcan decreased by 17 per cent compared with 2011, due to the combined effects of lower market prices and reduced production at Alma, offset by the Yarwun refinery expansion.
The 2012 cash LME aluminium price averaged US$2,018 per tonne, a decrease of 16 per cent on 2011. The impact of lower prices on Group sales revenue is partially offset by higher market premia as a significant portion of aluminium inventories remain locked in financing deals and are therefore unavailable for physical delivery. As a result, regional premia for physical delivery of aluminium were at record levels and on average higher than in 2011.
Gross sales revenue in 2011 for the group increased by seven per cent compared with 2010, driven by higher exchange-traded aluminium prices offset by the effects of adverse weather conditions in the early part of 2011, mainly in Queensland, Australia.
The 2011 average aluminium price was US$2,395 per tonne, an increase of ten per cent on 2010. In the second half, macroeconomic concerns took hold, particularly the unfolding debt crisis in Europe, thereby reducing prices to below US$2,000 per tonne towards the end of 2011.
Gross sales revenue for the Copper group decreased by 13 per cent in 2012 compared with 2011. This reflected the impact of lower prices and decreased volumes following lower mill throughput and an anticipated period of lower gold grades at Kennecott Utah Copper, and no metal share from Grasberg.
This was partly offset by increasing volumes from Escondida due to higher grades and improvements to the crushing and conveying circuit, and from Northparkes in line with a recovery in ore grades.
riotinto.com 37
The Copper group also produces gold, silver and molybdenum as significant by-products. The average copper price in 2012 declined ten per cent compared with 2011 to 361 US cents per pound, gold increased six per cent to US$1,669 per ounce and molybdenum declined 17 per cent to US$13.60 per pound.
At 31 December 2012, the Group had an estimated 249 million pounds of copper sales that were provisionally priced at 360 US cents per pound. The final price of these sales will be determined during the first half of 2013.
Gross sales revenue for the Copper group decreased by two per cent in 2011 compared with 2010. This was a reflection of reduced volumes due to lower grades at Kennecott Utah Copper, Escondida and Grasberg. A work stoppage which halted operations for 15 days at Escondida and industrial action at Grasberg also impacted 2011 production levels.
The average copper price increased 18 per cent to 400 US cents per pound, gold increased 29 per cent to US$1,571 per ounce and molybdenum was flat year-on-year.
At the end of 2011, the Group had an estimated 181 million pounds of copper sales that were provisionally priced at 344 US cents per pound.
Gross sales revenue in 2012 for the Energy group decreased by 17 per cent compared with 2011 as a result of lower prices.
2012 was a difficult year in coal and uranium markets as supply and demand fundamentals struggled to balance in the face of global economic uncertainty, with prices declining across most of the year. The coking coal spot price reached a low of US$140 per tonne in the third quarter of 2012 after peaking at US$366 per tonne in early 2011. Similarly, the thermal coal spot price reached a low of US$80 per tonne in the third quarter of 2012 after peaking at US$130 per tonne in early 2011. The uranium spot price reached a low of US$42 per pound in October 2012, down US$10 from the same time in 2011.
A significant proportion of Rio Tintos coal production is sold under long-term contracts. In Australia, the prices applying to sales under the long-term contracts are generally renegotiated annually for thermal coal; but prices are fixed at different times of the year and on a variety of bases. Coking coal prices for 2012 have been negotiated on a quarterly basis. For these reasons, average realised prices will not necessarily reflect the movements in any of the publicly-quoted prices. Moreover, there are significant product specification differences between mines. Sales volumes will vary during the year and the timing of shipments will also result in differences between average realised prices and published prices.
Gross sales revenue in 2011 for the Energy group increased by 30 per cent compared with 2010 as a result of an improved global pricing environment, partially offset by lower volumes following adverse weather conditions in the first half of 2011.
After achieving near-record prices for thermal coal in January 2011, following Indonesian and Australian supply side disruptions, global markets for thermal and coking coal experienced broad price declines throughout the remainder of 2011. This decline reflected weaker global economic activity and strong supply growth. However, prices remained well supported.
Uranium declined 38 per cent year-on-year with substantially lower production at both Energy Resources of Australia and Rössing Uranium in Namibia.
Gross sales revenue increased by 11 per cent in 2012 compared with 2011. This reflects higher prices for titanium dioxide feedstocks and the increase in ownership of RBM, partially offset by the divestment of the talc business on 1 August 2011.
Revenues for Rio Tinto Iron & Titanium (RTIT) increased 41 per cent year-on-year due to higher prices for titanium dioxide feedstocks and the RBM transaction in September 2012. The market for both titanium dioxide and zircon started the year strongly, although demand subsequently softened in the second half. RTIT continued to replace its multi-year sales contracts with alternative pricing mechanisms in 2012, increasing the exposure to market prices.
Despite weakening demand during the year, Rio Tinto Minerals achieved a one per cent improvement in refined borates revenues. In 2011, talc revenues of US$250 million were included in Rio Tinto Minerals.
Diamonds revenue was two per cent higher than 2011, as the effect of higher volumes was largely offset by lower prices.
Diamond prices realised by Rio Tinto depend on the size and quality of diamonds in the product mix.
Gross sales revenue increased by five per cent in 2011 compared with 2010. The group benefited from higher prices due to improved market conditions across all products. This was offset by lower volumes primarily in the diamond business, following the transition to underground mining at Argyle and severe weather conditions.
Revenues for RTIT increased by 19 per cent compared with 2010 due to increasing titanium dioxide feedstock, zircon and metallic co-product prices and demand growth associated with urbanisation trends.
Rio Tinto Minerals achieved a five per cent improvement in refined borate revenues in 2011 through strong prices, product mix and steady Asian demand growth.
Rough diamond prices improved strongly in the first eight months of 2011 due to restocking in the US and continued growth in Chinese and Indian consumer markets. Despite some softening towards the end of the year, global rough diamond prices improved 24 per cent year-on-year, as a result of which Rio Tinto Diamonds revenue increased by seven per cent year-on-year, notwithstanding the impact of lower production volumes.
Cash flow
2012 compared with 2011
A full consolidated cash flow statement is contained in the 2012 financial statements.
Cash flows from operations, including dividends from equity accounted units, were US$16.5 billion, 40 per cent lower than 2011, primarily as a consequence of lower prices.
Purchase of property, plant and equipment and intangible assets rose to US$17.4 billion, an increase of US$5.1 billion from 2011. This included the continued expansion of the Pilbara iron ore mines and infrastructure to 290Mt/a in Western Australia, the construction of the Oyu Tolgoi copper-gold mine and concentrator in Mongolia, the modernisation of the Kitimat aluminium smelter in British Columbia, the extension and expansion of the Kestrel coking coal mine in Queensland and the continued underground development of the Argyle diamond mine in Western Australia.
Capital expenditure in 2012 included the impact of financial accounting reclassification for a number of items at Oyu Tolgoi from operating to capital expenditure. This had no impact on the overall project cost, which remains on target at US$6.2 billion. In addition, some spend in the Pilbara was brought forward, enabling the acceleration of first production from the expansion to the third quarter of 2013, without any increase to the overall project spend.
During 2012, the Group doubled its holding in RBM to 74 per cent through the acquisition of BHP Billitons entire interests for US$1.7 billion.
38 Rio Tinto 2012 Annual report
The Group received US$1.35 billion following completion of the agreement with Chalco to develop and operate the Simandou iron ore project in Guinea and US$0.9 billion from the Turquoise Hill Resources rights offering. These amounts have been recognised as proceeds from issue of equity to non-controlling interests in the cash flow statement.
Cash returns to shareholders totalled US$4.5 billion in 2012, comprising US$1.5 billion in share buy-backs with the completion of the Groups US$7 billion share buy-back programme in March 2012, and dividends of US$3.0 billion.
Dividend payments were US$0.8 billion higher than in 2011, reflecting a 34 per cent increase in the 2011 total dividend.
2011 compared with 2010
Cash flows from operations, including dividends from equity accounted units, were US$27.4 billion, 16 per cent higher than 2010, primarily as a consequence of higher prices. Tax paid in 2011 increased by 51 per cent to US$6.2 billion in line with higher taxable profits.
Purchase of property, plant and equipment and intangible assets accelerated in 2011 to US$12.3 billion, an increase of US$7.7 billion from 2010. This included the continued expansion of the Pilbara iron ore mines, development of the Oyu Tolgoi copper-gold project in Mongolia, expansion of the Yarwun alumina refinery in Queensland, extension and expansion of the Kestrel coking coal mine in Queensland, and the underground development of the Argyle diamond mine in Western Australia. A US$700 million payment to the Government of Guinea following signing of the agreement for the Simandou iron ore project was recognised as capital expenditure.
In addition, the Group invested a total of US$6.4 billion (net of cash acquired) in acquiring and increasing interests in businesses. The Group completed the acquisition of a 100 per cent interest in Riversdale Mining Limited for a total of US$3.7 billion and, in 2011, paid US$0.5 billion to acquire an 88 per cent interest in Hathor Exploration Limited. Rio Tinto increased its interest in Ivanhoe Mines from 40.3 per cent to 49 per cent and participated in Ivanhoes rights offering for a total consideration of US$1.9 billion.
During 2011, the Group bought back 91 million Rio Tinto plc shares at a total cost of US$5.5 billion.
Dividends paid in 2011 of US$2.2 billion were 27 per cent higher than 2010 reflecting the increase in the 2010 final dividend and the subsequent 2011 interim dividend.
Net debt increased from US$8.5 billion at 31 December 2011 to US$19.3 billion at 31 December 2012 as operating cash inflows were offset by outflows relating to capital expenditure, acquisitions, the increase in the dividend and the share buy-back programme. Net debt to total capital was 25 per cent at 31 December 2012 (2011: 12 per cent) and interest cover was 13 times (2011: 27 times).
Adjusted total borrowings at 31 December 2012 were US$26.3 billion. The weighted average maturity of total borrowings was around nine years with the maximum nominal amount maturing in any one calendar year currently US$2.7 billion. At 31 December 2012, approximately two thirds of Rio Tintos adjusted total borrowings were at fixed interest rates. In 2012, Rio Tinto issued US$7.9 billion of fixed rate bonds in US dollars, euros and sterling, with maturities ranging from three to 30 years, a weighted average USD fixed rate equivalent coupon of approximately 3.6 per cent and a weighted average maturity of around 12 years. Cash and cash equivalents at 31 December 2012 were US$7.1 billion.
Group net debt is stated net of the impact of certain funding arrangements relating to equity accounted units (EAU) and partially-owned subsidiaries (EAU funded balances). This avoids showing borrowings twice in the net debt disclosure, where funding has been provided to an EAU by the Group and subsequently loaned by the EAU to a consolidated Group subsidiary.
Total provisions have decreased by US$2.6 billion; this is largely the result of a Group-wide review of estimated liabilities for close down, restoration and environmental remediation. The review included a re-evaluation of the methodology for estimating risk free discount rates in light of the impact of fiscal intervention and, where appropriate, probability weighting for the different remediation or closure outcomes which could realistically arise. Net pension provisions have increased by approximately US$244 million compared to 2011.
Financial instruments and risk management
The Groups policies with regard to financial instruments and risk management are clearly defined and consistently applied. They are a fundamental part of the Groups long-term strategy covering areas such as foreign exchange risk, interest rate risk, commodity price risk, credit risk, liquidity risk and capital management. Further details of our financial instruments and risk management are disclosed in note 31 Financial instruments and risk management to the 2012 financial statements.
The Groups 2012 Annual report and financial statements show the full extent of its financial commitments, including debt. The risk factor to which the Group is subject are summarised on pages 10 to 12. The effectiveness of internal control procedures continues to be a high priority in the Rio Tinto Group. The boards statement on internal control is set out in the Risk management section.
Dividend
The 2012 interim dividend was 72.50 US cents (2011: 54.00 US cents) and the final dividend is determined as 94.50 US cents (2011: 91.00 US cents). Dividends paid on Rio Tinto plc and Rio Tinto Limited shares are equalised on a net cash basis; that is without taking into account any associated tax credits. Dividends are determined in US dollars. Rio Tinto plc dividends are paid and declared in pounds sterling and Rio Tinto Limited dividends are declared and paid in Australian dollars, converted at exchange rates on 12 February 2013. Details relating to the dividend policy, determination and payment of dividends in sterling, Australian dollars and other currencies and on the payment of dividends to holders of American Depositary Receipts (ADRs) are included in the Shareholder information section.
The Groups total capital is defined as equity attributable to owners of Rio Tinto plus equity attributable to non-controlling interests and net debt, as shown below:
Total capital
The boards overriding objective when managing capital is to safeguard the business as a going concern whilst maximising returns for the Groups shareholders. In practice, this involves regular reviews by the board and senior management. These reviews take into account the Groups strategic priorities, economic and business conditions and opportunities that are identified to invest across all points of the commodities cycle, and the focus on its progressive dividend policy. The resulting capital structure provides the Group with a high degree of financial flexibility at a low cost of capital.
The Groups major capital and evaluation projects are listed in the Capital projects section on page 44.
Net debt at 31 December 2012 was made up principally from adjusted total borrowings of US$26.3 billion, offset by US$7.1 billion in cash and cash equivalents. As part of the Groups capital management programme, a share buy-back of US$7 billion was completed by 31 March 2012.
riotinto.com 39
We expect that contractual commitments for expenditure, together with other expenditure and liquidity requirements will be met from internal cash flow and, to the extent necessary, from the existing facilities described in note 31 Financial instruments and risk management, part (v) to the 2012 financial statements. This note also provides further details of our liquidity and capital risk management.
Treasury management and financial instruments
Details of our Treasury management and financial instruments are contained within the introductory paragraphs of note 31 Financial instruments and risk management, to the 2012 financial statements.
Foreign exchange
The following sensitivities give the estimated effect on net and underlying earnings assuming that each exchange rate moved in isolation. The relationship between currencies and commodity prices is a complex one and movements in exchange rates can cause movements in commodity prices and vice versa. Where the functional currency of an operation is that of a country for which production of commodities is an important feature of the economy, such as the Australian dollar, there is a certain degree of natural protection against cyclical fluctuations, in that the currency tends to be weak, reducing costs in US dollar terms, when commodity prices are low, and vice versa.
Earnings sensitivities exchange rates
Average exchangerate for 2012
US cents
The exchange rate sensitivities quoted above include the effect on net operating costs of movements in exchange rates but exclude the effect of the revaluation of foreign currency financial assets and liabilities. They should therefore be used with caution.
Further details of our exposure to foreign currency fluctuations and currency derivatives, and our approach to currency hedging, are contained within note 31 Financial risk management, part A(b)(i), to the 2012 financial statements.
Interest rates
Details of our exposure to interest rate fluctuations are contained within note 31 Financial risk management, to the 2012 financial statements.
Commodity prices
The approximate effect on the Groups underlying and net earnings of a ten per cent change from the full year average market price in 2012 for the following products would be:
Earnings sensitivities commodity prices
Effect on underlyingand net earnings of10% change infull year average
+/- US$m
The sensitivities give the estimated impact on net earnings of changes in prices assuming that all other variables remain constant. These should be used with caution. As noted previously, the relationship between currencies and commodity prices is a complex one and changes in exchange rates can influence commodity prices and vice versa.
Further details of our exposure to commodity price fluctuations are contained within note 31 Financial instruments and risk management, to the 2012 financial statements.
Credit risks
Details of our exposure to credit risks relating to receivables, financial instruments and cash deposits, are contained within note 31 Financial instruments and risk management, to the 2012 financial statements.
Disposals and acquisitions
Information regarding disposals and acquisitions is provided in note 38 Purchases and sales of subsidiaries, joint ventures, associates and other interests in businesses, to the 2012 financial statements.
Critical accounting policies and estimates
Many of the amounts included in the financial statements involve the use of judgments and/or estimates. These judgments and estimates are based on managements best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ from the amounts included in the financial statements.
Information about such judgments and estimates is contained in note 1 Principal accounting policies to the 2012 financial statements, and/or the other notes to the 2012 financial statements. The key areas are listed below.
40 Rio Tinto 2012 Annual report
The table above presents information in relation to our material off balance sheet arrangements, principally contingent liabilities, commitments for capital expenditure and other expenditure, and commitments under operating leases at 31 December 2012. Information regarding the Groups pension commitments and funding arrangements is provided in note 46 Post retirement benefits to the 2012 financial statements. Information regarding the Groups close-down and
restoration obligations is provided in note 27 Provisions including post retirement benefits to the 2012 financial statements.
We expect that these contractual commitments for expenditure, together with other expenditure and liquidity requirements, will be met from internal cash flow and, to the extent necessary, from the existing facilities.
riotinto.com 41
Five year review
Selected financial data
The selected consolidated financial information below has been derived from the historical audited consolidated financial statements of the Rio Tinto Group. The selected consolidated financial data should be read in conjunction with, and qualified in their entirety by reference to, the 2012 financial statements and notes thereto. The financial statements as included on pages 139 to 223 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS) and conform to IFRS as adopted by the EU (EU IFRS).
Rio Tinto Group
Income Statement Data
For the years ending 31 December
Amounts in accordance with IFRS
2009
2008
Statement of financial position data
at 31 December
42 Rio Tinto 2012 Annual report
Acquisitions and divestments
Acquisitions
Cost
Copper Turquoise Hill Resources Ltd
(formerly Ivanhoe Mines Limited)
Divestments
riotinto.com 43
Capital projects
Total approved
capital cost
(100%) US$
44 Rio Tinto 2012 Annual report
riotinto.com 45
46 Rio Tinto 2012 Annual report
Metals & minerals production
2012 Production
2011 Production
2010 Production
See notes on page 50
riotinto.com 47
Metals & minerals production continued
48 Rio Tinto 2012 Annual report
Hamersley Iron six wholly owned mines
(Australia)
riotinto.com 49
talc (Australia/Europe/North America)(s)
Production data notes:
Mine production figures for metals refer to the total quantity of metal produced in concentrates, leach liquor or doré bullion irrespective of whether these products are then refined onsite, except for the data for bauxite and iron ore which represent production of marketable quantities of ore.
Production figures are sometimes more precise than the rounded numbers shown, hence an apparent small difference may result where the Rio Tinto share is totalled.
50 Rio Tinto 2012 Annual report
Ore reserves (under industry guide 7)
For the purposes of this combined Annual report on Form 20-F estimates of ore reserves have been prepared in accordance with the SECs Industry Guide 7 under the United States Securities Act of 1933 and the following definitions:
riotinto.com 51
Ore reserves (under industry guide 7) continued
Porto Trombetas (MRN)(Brazil) (d)
millions
of tonnes
Marketable coal
quality (j)
Calorific
value
Reserves at operating mines
Rio Tinto Coal Mozambique
Rio Tinto total reserves at operating mines
Undeveloped reserves (l)
52 Rio Tinto 2012 Annual report
of carats
of ounces
riotinto.com 53
mine (bb)
stockpiles (g)
mine (ee)
mine
mine (kk)
54 Rio Tinto 2012 Annual report
riotinto.com 55
Drill hole
spacing (qq)
millions of
tonnes
Marketable reserves
56 Rio Tinto 2012 Annual report
carats
per tonne
riotinto.com 57
Proven ore reserves at end 2012
Probable ore reserves at end 2012
% Fe
58 Rio Tinto 2012 Annual report
riotinto.com 59
Australian benchmark (fines fob)
** dry metric tonne unit
60 Rio Tinto 2012 Annual report
Mines and production facilities
Group mines as at 31 December 2012
(Rio Tintos interest 100 per cent unless otherwise shown)
Porto Trombetas,
Para, Brazil
Grasberg joint venture
(40% of production)
Kennecott Utah Copper
Bingham Canyon
Oyu Tolgoi (51% of Turquoise
Hill Resources which owns 66% of Oyu Tolgoi)
Phalaborwa, Limpopo
Province, South Africa
Rail and port (St
Lawrence River)
62 Rio Tinto 2012 Annual report
riotinto.com 63
Mines and production facilities continued
Group mines as at 31 December 2012 continued (Rio Tintos interest 100 per cent unless otherwise shown)
Energy Resources of Australia (68.4%)
Ranger
Rio Tinto Coal Australia* Bengalla (32%)
Clermont Mine (50.1%)
Hail Creek (82%)
Hunter Valley Operations (80%)
Kestrel (80%)
Mount Thorley Operations (64%)
Warkworth (44.46%)
Benga (65%)
Hamersley Iron
Brockman 2
Brockman 4
Marandoo
Mount Tom Price
Nammuldi
Paraburdoo
Western Turner Syncline
Yandicoogina
Channar (60%)
Eastern Range (54%)
Hope Downs 1
(50% mine, 100% infrastructure)
Iron Ore Company of Canada
(IOC) (58.7%)
Robe River Iron Associates (53%)
Mesa J
Mesa A
West Angelas
64 Rio Tinto 2012 Annual report
riotinto.com 65
Group smelters and refineries
Rio Tinto Alcan
3,400,000 tonnes
per year alumina
Tiwai Point (New Zealand
Aluminium Smelters) (79.4%)
66 Rio Tinto 2012 Annual report
Phalaborwa,
South Africa
Rio Tinto Fer et Titane
Sorel Plant
Richards Bay,
Notes:
(a) Capacity as at 31 December 2012 reflects the closures of two potlines in preparation for the Kitimat modernisation project. The nameplate capacity of the Kitimat smelter remains at 282,000 tonnes per year.
riotinto.com 67
Information on Group power plants
100% freehold
(except Péribonka lease to 2058)
Diesel power plant
Thermal power plant
Thermal power station
Steam turbine running off waste heat boilers at the copper smelter
Combined heat and power plant supplying steam to the copper refinery
175MW
31.8MW
6.2MW
68 Rio Tinto 2012 Annual report
Energy Resources of
Australia (Rio Tinto: 68.4%)
Ranger mine, Jabiru,
Northern Territory, Australia
Yurralyi Maya power
station (Rio Tinto: 58%)
riotinto.com 69
Role and responsibilities
Board balance and independence
Executive directors other directorships
Election and re-election
Governance processes
Board performance evaluation
Directors membership of and attendance at board and committee meetings during 2012
Audit Committee
Nominations Committee
Sustainability Committee
Remuneration Committee
Chairmans Committee
Global code of conduct
Whistleblowing programme
Dealing in Rio Tinto securities
Communications with stakeholders
Risk management
Auditors and internal assurance
Financial reporting
About the report
Our remuneration policies, principles and practices
When remuneration is delivered
Executive remuneration structure
What we paid our executives and why
70 Rio Tinto 2012 Annual report
Letter from the chairman
Dear Shareholder,
In our pursuit of greater shareholder value, we must maintain the highest standards of corporate governance. In the section that follows, we focus on our corporate governance framework and practice, provide you with further details about the board and explain how it carries out its responsibilities to safeguard the Groups assets. We acknowledge that the level of write-downs across our coal and aluminium businesses is deeply disappointing. Under Sam Walshs leadership, there is greater focus, discipline and accountability throughout the organisation. This is underpinned by your boards oversight of the robust corporate governance framework to support our business and strategic delivery.
Strategy and risk management
My role as chairman is to lead the board and to ensure it is focused on its oversight of management and the delivery of our strategy. Sam Walshs role as chief executive is to focus on sustained operational excellence and growth of the business and to do so with safety as the utmost priority. Our roles are complementary but distinct. The separation of executive and non-executive accountabilities is essential to good governance: the executives, under Sams leadership, have an operational role, whereas the non-executives have an oversight role, ensuring accountability and exercising strong and deliberate challenge through the board decision-making process to ensure appropriate control mechanisms are in place to safely implement our strategy and plans.
Your board devotes much of its time to reviewing, debating and challenging proposals for investment from management, as well as dealing with a wide range of other issues including safety and the Groups strategic direction, monitoring business performance, optimising capital allocation and expenditure whilst carefully evaluating the wide range of risks facing the business.
Board composition
The board places great emphasis on succession planning, both non-executive and executive. Even though we were successful in bringing forward new talent to the executive team in 2012, the impairments which we booked in early 2013 led to the departure of Tom Albanese and Doug Ritchie. The board is grateful to Tom and Doug for their significant contributions to Rio Tinto over their many years with the Group, and was pleased to appoint Sam Walsh as chief executive. Sams many years of experience with the Company will ensure a rapid and effective transition towards building a stronger business. The board has also appointed Chris Lynch as chief financial officer-designate. He has a wealth of experience, both within and outside the sector, and will be a great asset to the Executive Committee. The board was also pleased to announce the promotion of Jean-Sébastien Jacques as chief executive, Copper, following Andrew Hardings move to lead the Iron Ore group.
Our efforts continue to focus on ensuring that the profile, skill sets, diversity and individual qualities of our executives and non-executives can serve the current and future needs of the business and the ever-changing environment in which we operate.
We are a balanced and diverse board, comprising myself as chairman, three executive directors and eight independent non-executive directors, all of whom meet strict independence criteria. The directors bring with them truly international experience from a wide range of professional, business and public office backgrounds. For Rio Tinto, diversity embraces a range of different measures, including, of course, gender diversity. We have adopted a diversity and inclusion policy and set measurable objectives for achieving diversity across the Company, including on the board.
We provide new board members with a detailed induction programme and extensive ongoing training, including site visits. In 2012, we visited our mineral sand and coal operations in Southern Africa. We also visited our alumina refineries in Queensland and our underground copper mine in Northparkes, New South Wales, Australia.
Board evaluation
For the first time in 2012, the boards annual performance evaluation was facilitated by an independent external expert, and the board will devote considerable attention to the outcomes of this exercise, when the outcomes are shared in the first half of 2013. I remain happy with the overall effectiveness of the board and the contribution each member of the board is making, while recognising the need for continuous improvement and a focus on accountability, values, strong governance and prudent management of risk in the delivery of our strategy.
We want to ensure we have people on your board for whom corporate governance is not simply a set of rules: we need those who embrace it and appreciate that we want to manage the Group in the interests of all our stakeholders. Good governance is at the heart of everything we do. As you will read in the sections that follow, the board committees, under the effective leadership of their respective chairs, carry out important and demanding roles on the boards behalf and facilitate the embedding of effective governance across the organisation.
Yours sincerely,
riotinto.com 71
Corporate governance
Rio Tinto takes a unified approach to corporate governance to comply with the regulatory obligations associated with its three principal stock exchange listings in the UK, Australia and the US.
In compiling this report, the directors have referred to the June 2010 edition of the UK Corporate Governance Code (the Code), the Australian Securities Exchange (ASX) Corporate Governance Principles and Recommendations (the ASX Principles), and the New York Stock Exchange (NYSE) Corporate Governance Standards (the NYSE Standards).
Throughout 2012, and at the date of this report, the Group applied the principles of, and was compliant with the provisions of, the Code and with the ASX Principles.
Rio Tinto plc, as a foreign issuer with American Depositary Shares listed on the NYSE, is obliged by the NYSE Standards to disclose any significant ways in which its practices of corporate governance differ from the NYSE Standards.
The Company has reviewed the NYSE Standards and believes that its practices are broadly consistent with them, with one exception. The NYSE Standards state that companies must have a nominating/ corporate governance committee composed entirely of independent directors which, in addition to identifying individuals qualified to become board members, develops and recommends to the board a set of corporate governance principles applicable to the Company.
Rio Tinto has a Nominations Committee, information about which is set out on page 77. This committee does not develop corporate governance principles for the boards approval. The board itself performs this task and approves the Groups overall system of governance and internal controls.
Further information about the corporate governance framework is available in the Shareholders section of Rio Tintos website.
The board
Rio Tinto plc and Rio Tinto Limited have a common board of directors. The directors are responsible for the success of the Group and, through the independent oversight of management, are accountable to shareholders for the performance of the business.
Role and responsibilities
The principal role of the board is to set the Groups strategy and to regularly review its strategic direction. In doing this, the board also has responsibility for corporate governance and oversees managements control and accountability framework.
A formal schedule of matters reserved by the board has been established by the directors. This covers areas such as the Groups strategy, major investments, acquisitions and divestments and oversight of risk. It is available on the website.
Responsibility for day-to-day management of the business is delegated to the chief executive and the Executive Committee. In turn, authorities are also delegated to individual members of the Executive Committee, all within an agreed financial control framework. As part of the annual financial planning process, the board sets annual performance targets, which include personal and business performance measures, under the Groups short-term incentive plan (detailed on page 97). These performance targets are determined by the Remuneration Committee on behalf of the board for the chief executive based upon his proposals and objectives for the year. The chief executive establishes targets for the other members of his Executive Committee which are then cascaded throughout management teams. Further details of the performance evaluation of the executive directors and other senior executives is discussed in the Remuneration report.
Board balance and independence
The names, skills and experience of each director together with their terms in office are shown in the biographical details on pages 83 to 85. Details of changes to the board during 2012 and in the year to date are set out in the Directors report on page 89.
Director independence
The tests of independence of a non-executive director vary between the jurisdictions where Rio Tinto has listings. The board has adopted a formal policy for the determination of the independence of its non-executive directors which is available on the Groups website. Applying the criteria of the independence policy, the board is satisfied that all of its non-executive directors are independent.
Among the key criteria of the independence policy are independence from management and the absence of any business relationship which could materially interfere with the directors independence of judgment and ability to provide a strong, valuable contribution to the boards deliberations, or which could interfere with the directors ability to act in the best interests of the Group. Where contracts in the ordinary course of business exist between Rio Tinto and a company in which a director has declared an interest, these are reviewed for materiality to both the Group, and the other party to the contract. Material is defined in the policy as being where the relationship accounts for more than two per cent of either partys consolidated gross revenue per annum, although the test also takes other circumstances into account. The chairman was considered independent upon his appointment under the Code, and in the boards view he continues to satisfy the tests for independence under the ASX Principles and the NYSE Standards.
72 Rio Tinto 2012 Annual report
Executive directors other directorships
Executive directors may be invited to become non-executive directors of other companies. The Nominations Committee, on behalf of the board operates a procedure under which approval may be given to accept such invitations recognising the benefit to be derived to the individual and to Rio Tinto from such appointments. For further information see page 101.
Election and re-election
The directors may appoint additional members to join the board during the year. Directors appointed in this way will be subject to election by shareholders at the first annual general meetings after their appointment. In subsequent years, the directors are expected to submit themselves for re-election at the annual general meetings each year.
Non-executive directors are normally expected to serve at least six years and, except in special circumstances, would not normally serve more than nine years.
Lord Kerr has been a non-executive director since 2003 and has therefore already served for nine years.
Given the recent executive changes, he has agreed to stand for re-election to the boards at the AGMs. The board considers that Lord Kerr will provide continuity given his significant knowledge of the business and has confirmed that he continues to be independent in carrying out his role.
Governance processes
In 2012, there were eight scheduled board meetings and one board meeting convened and held at short notice. Details of the directors attendance at all of the board and committee meetings held in 2012 are set out on the following page.
The board has regular discussions with the executives on the Groups strategy. These discussions will typically include strategy presentations that are given by product group chief executives, or other members of management. An annual two-day strategy-setting meeting with the Executive Committee is held which includes broader, detailed review sessions on the Groups strategic direction. The outputs from this event help underpin the boards annual financial planning exercise and provide strategic direction and focus to the executive team through effective allocation of the Groups resources.
Directors receive timely, regular and appropriate information to enable them to fulfil their duties. They also have direct access to the advice and services of the company secretaries. The directors are also able to obtain independent professional advice at the Groups expense.
In addition, the directors are in regular informal communication with members of the Executive Committee and other members of management. This helps to foster an open and regular exchange of knowledge and experience.
All new non-executive directors undertake a formal induction programme. In addition, they are routinely provided with training and development opportunities. The directors are also encouraged to participate in site visits to the Groups operations around the world and to meet with local employees. In 2012, the board visited our bauxite and alumina operations in Gladstone, Queensland, our copper mine at Northparkes, New South Wales, our mineral sand operations in Richards Bay, South Africa and our coal business in Mozambique.
Board performance evaluation
An annual exercise is undertaken to evaluate the effectiveness of the board, board committees and individual directors.
For 2012, the board evaluation process was facilitated by Independent Board Evaluation, an independent external consultancy with no other connection with the Company, engaged by the chairman and co-ordinated by the company secretary.
A comprehensive brief was provided to Independent Board Evaluation. The evaluation process involved the consultant attending board and committee meetings in an observer capacity. This was supported by detailed interviews conducted with every board member and members of the Executive Committee and the company secretary.
Based on these interviews, the senior independent non-executive director received a report on the chairman, and feedback on his performance has been provided to him.
The chairman appraised the performance of non-executive directors and provided feedback on each individuals performance and contribution.
A similar process was followed for the board committees. Independent Board Evaluation provided feedback to each of the committee chairs on the performance of each committee. In turn, this will be discussed and any actions agreed by each committee later this year.
Following the conclusion of this evaluation exercise, the board plans to hold a dedicated session at one of its scheduled meetings to discuss the output from the performance evaluation and to consider what actions to put into effect during the remainder of 2013.
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Corporate governance continued
Directors membership of and attendance at board and Committee meetings during 2012
Governance structure
The board has established formal committees which are responsible for audit, remuneration, sustainability and matters relating to executive and non-executive succession. In addition, a Chairmans Committee operates under delegated authority between scheduled board meetings. These support the board in ensuring that high standards of corporate governance are maintained across the Group.
The committees are governed by terms of reference, set and approved by the board, which are reviewed annually and can be viewed on the corporate governance section of the website.
The chief executive is assisted by the Executive Committee in monitoring performance and delivering Rio Tintos strategy.
74 Rio Tinto 2012 Annual report
Progress against our priorities
What we said
What we have achieved
What are our priorities
Strategy
Succession and diversity
Board committees
Audit Committee
Members of the Committee are Ann Godbehere (chair), Mike Fitzpatrick, John Kerr and Paul Tellier. Chris Lynch was appointed to the Committee on 1 June 2012 and stood down upon his appointment as chief financial officer-designate on 1 March 2013.
Key responsibilities
The primary function of the Audit Committee is to assist the board in fulfilling its responsibilities by monitoring the integrity of financial reporting, internal control, risk management and compliance systems.
The Audit Committees main responsibilities include the review of accounting principles, policies and practices adopted in the preparation of public financial information, review with management of procedures relating to financial controls, including internal audit plans and reports, review with external auditors of the scope and results of their audit, review and approval of the auditors fees, the nomination of auditors for appointment by shareholders, and the review of and recommendation to the board for approval of risk management policies and processes. It also oversees the whistleblowing programme.
In carrying out its responsibilities the Committee has full authority to investigate all matters that fall within its terms of reference. Accordingly, the Committee may:
The Committee met six times in 2012. The chairman, chief executive, chief financial officer, other senior management and external and internal auditors regularly attend its meetings.
The members of the Committee are independent and free of any relationship that would affect their impartiality in carrying out their responsibilities. The members meet the independence requirements of the Code, the ASX Principles and the NYSE Standards. The Committee meets the composition, operation and responsibility requirements of the ASX Principles.
The Committee is also bound by SEC requirements for audit committees financial experts and the Code and ASX Principles requirement that at least one Committee member should have recent and relevant financial qualifications and experience. Ann Godbehere, chairman of the Committee, is considered by the board to have recent and relevant financial experience, and financial qualifications, and has been designated the Committees financial expert. All other members of the Committee are, in the opinion of the Committee, deemed to be financially literate by virtue of their business experience.
The Committee applies policies for the pre-approval of permitted services provided by the Groups external auditors PricewaterhouseCoopers LLP (PwC). All of the engagements for services provided by them were either within the pre-approval policies or approved by the Committee. The Committee members are satisfied that the provision of non-audit services by PwC in accordance with this procedure is compatible with the general standard of independence for auditors imposed by relevant regulations, including the Australian Corporations Act 2001 and US legislation.
The Committee considered reports from PwC and Group Audit & Assurance on the activities undertaken in reviewing and auditing the control environment in order to assess the quality and effectiveness of the internal control system. This included an evaluation of the effectiveness of the Groups internal controls over financial reporting and the Groups disclosure controls and procedures in accordance with sections 404 and 302 of the Sarbanes Oxley Act 2002. A review of the scope and the outputs from the annual Internal Control Questionnaire, a key element of Rio Tintos internal control framework, was also evaluated.
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The external auditor attended all six Committee meetings during the year. In advance of the Committee meetings, the audit partners brief the chairman on key matters. Private sessions are routinely held with members of the external audit team to discuss the status of the audit and nature of interaction with management.
During the year, the Committee reviewed the effectiveness of PwC for Group audit and local statutory audit work. The evaluation, managed by the Groups financial controllers, took the form of a survey comprising a range of questions covering objectivity, quality, and efficiency, and was completed by individual Rio Tinto business units. The results of this survey were presented to the Committee which concluded that PwC continued to provide a high-quality audit and an effective and independent challenge to management. The Committee was satisfied with the external audit process and that the independence of the external auditors was in no way compromised.
PwC has been the external auditor since the formation of the dual listed company structure in 1995. The Committee does not consider it necessary at the present time to undertake a tender process for the Groups external auditors. Since 2002, PwC has followed the requirements of the Sarbanes-Oxley Act 2002 and APB Ethical Standards and rotated both the lead UK and Australian audit partners at least every five years. This continued refreshing of the team brings new perspectives to the audit and promotes healthy debate between auditors and management as well as the Committee. The current UK audit engagement partner, Richard Hughes, was appointed for the 2011 year end and therefore 2015 will be his last year of involvement before transition to a new engagement partner. The Australian audit engagement partner, Paul Bendall, was appointed for the 2012 year end and therefore 2016 will be his last year.
What we did in 2012
What we are doing in 2013
Ann Godbehere
76 Rio Tinto 2012 Annual report
Nominations Committee
Members of the Committee comprise Jan du Plessis (chair) and all of the serving non-executive directors.
The Committee is responsible, on behalf of the board, for regularly assessing the balance of executive and non-executive directors and the composition of the board in terms of the diversity and capacity required to oversee the delivery of the Rio Tinto strategy.
The Committee develops and agrees in advance the desired profiles of potential candidates for board membership. It oversees the recruitment process and engages external search consultants to manage searches on its behalf, including constructing shortlists comprising candidates from diverse backgrounds. Following a final review of shortlisted candidates, the Committee will make a recommendation for new board members to the board for approval.
On behalf of the board, the Committee also reviews proposals for senior executive appointments, monitors executive succession planning and oversees the boards policy on external appointments of Executive Committee members.
In 2012, the Committee met four times.
The members of the Committee are independent in accordance with the independence policy adopted by the board.
Sustainability Committee
Members of the Committee are Richard Goodmanson (chair), Robert Brown, Vivienne Cox and John Kerr.
The Committee assists the board to oversee management processes, standards, and strategies designed to manage social and environmental risks and achieve compliance with social and environmental responsibilities and commitments. The Committee reviews the effectiveness of management policies and procedures relating to safety, health, employment practices, relationships with neighbouring communities, environment, human rights, land access, political involvement and sustainable development.
In 2012, the Committee met five times. The chairman, chief executive, and other senior management regularly attend its meetings.
The members of the Committee are all independent.
Remuneration Committee
Members of the Committee are John Varley (chair), Jan du Plessis (appointed to the Committee on 7 February 2012), Mike Fitzpatrick, Richard Goodmanson, and Paul Tellier. Andrew Gould was a member of the Committee until his retirement on 10 May 2012.
The Remuneration Committee assists the board to fulfil its oversight responsibility to shareholders to ensure that remuneration policy and practices reward fairly and responsibly and with a clear link to corporate and individual performance.
The report of the Remuneration Committee on pages 92 to 125 has been recommended by the Committee for approval by the board.
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Chairmans Committee
Members of the Committee are Jan du Plessis (chair), Guy Elliott, Chris Lynch, further to his recent appointment as chief financial officer-designate, and Sam Walsh.
The Committee acts on behalf of the board between scheduled board meetings either in accordance with authority delegated by the board or as specifically set out within its terms of reference. It supports the functioning of the board and ensures that the business of the board and its committees is properly planned and aligned with management. When mandated by the board, the Chairmans Committee will consider urgent matters between board meetings, and deal with the implementation of board decisions on transactions and other corporate matters. Other than for the chairman of the board, the Committee performs the annual review of non-executive directors fees and makes a recommendation to the board, as appropriate.
Diversity and inclusion
Our commitment to diversity and inclusion
We are a global company and, wherever we operate and across every part of our business, we strive to create an inclusive culture in which difference is recognised and valued. By bringing together men and women from diverse backgrounds and giving each person the opportunity to contribute their skills, experience and perspectives, we believe that we are able to develop the best solutions to challenges and deliver sustainable value for Rio Tinto and its stakeholders.
What diversity and inclusion means for Rio Tinto
How we support diversity and inclusion
We use the following to drive action and build awareness about diversity and inclusion:
We prioritise long and short-term programmes based on need and impact.
Read a summary of our Diversity and Inclusion Policy in the corporate governance section of our website.
Our current focus
Our goal is to have a workforce that is representative of the countries and communities in which we operate. Currently, our focus is to improve the representation of women and of people from nationalities which are under-represented in our workforce and continue to build an inclusive culture in which all talent can thrive.
Some of the activities and initiatives relating to diversity that we undertook during the year are:
78 Rio Tinto 2012 Annual report
Proportion of women employees and board members
In 2012, the proportion of women on the board was 14 per cent, in senior management 15 per cent and in the overall workforce 18 per cent.
Measurable objectives and progress
We established the following five-year measurable objectives for workforce diversity at the start of 2011.
Two further objectives relating to diversity of the board were established for 2012:
An assessment of board diversity was completed in 2012 with the support of an external consultancy, Independent Board Evaluation. The output from that assessment will be reviewed in the context of the boards succession plans during 2013.
The search firm was instructed to put forward at least one credible and suitably experienced female candidate for the searches undertaken during 2012. Their details were included in submissions made to the Nominations Committee. No appointment of a non-executive director was made in 2012. Accordingly, this objective remains in place for 2013.
The board has decided to adopt an additional measurable objective directed at gender diversity to undertake specialist training aimed at countering unconscious bias, designed to influence the mindsets that hinder the progress of women and minority groups within the Group.
The board will assess progress against these objectives annually.
Board diversity
More information about the boards process for the selection, appointment and election of directors is available in the corporate governance section of the website.
The Nominations Committee regularly reviews the structure, size and composition of the board. As a consequence of this review in 2012, the board confirmed the following statement as to the mix of skills and diversity it is looking to achieve in membership of the board.
In leading a global mining and metals company, the board seeks to continually evolve its membership by seeking non-executive directors with diverse and complementary skills and perspectives, as well as experience which reflects the geographic spread of the Groups operations. Core skills required for non-executive membership of the board are maintained. These skills may, depending upon the circumstances, comprise international business, financial or public policy experience, strategic acumen or mining or metals industry experience. The board aspires to increase other aspects of diversity, including the gender diversity, of directors in order to bring a diversity of skills, experience and perspective to the governance of the Group. The board recognises that the evolution of the mix of skills and diversity is a long-term process and weighs the various factors relevant to board balance and diversity when vacancies arise.
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Other disclosures
Rio Tintos commitment to integrity and compliance is set out in The way we work. This contains principles and standards of conduct which reaffirm the Groups commitment to integrity and compliance. It is inspired by our four core values: accountability, respect, teamwork and integrity.
It is supported by Rio Tintos extensive framework of policies and standards. Core policies are adopted by the board after wide consultation, externally and within the Group. Once adopted, they are communicated to business units worldwide, together with mandatory standards, guidance notes and resources to support implementation. Business units are required to devote the necessary effort by management to implement and report on these policies and standards.
Rio Tintos core policies, addressed in The way we work, include: access to land; business integrity; communities; corporate governance; employment; environment; human rights; internal controls and reporting; occupational health; political involvement; government relations; safety; sustainable development; and transparency. These are supported by policies in the areas of data privacy, risk, information management and security.
Each policy is supported by standards and guidance, expanding on the minimum expectations on topics such as antitrust, continuous disclosure, anti-bribery, compliance, cultural heritage and health, safety and the environment. These policies and standards apply to all Rio Tinto managed businesses. Where the Group does not have operating responsibility for a business, Rio Tintos policies are communicated to its business partners and they are encouraged to adopt similar policies of their own. Rio Tinto employees are required to undertake training about the requirements of The way we work and other core policies.
Whistleblowing programme
The board has adopted a confidential and independently operated whistleblowing programme called Speak-OUT. This offers an avenue where concerns can be reported anonymously if employees so choose, subject to local law. This can include any significant concerns about the business, or behaviour of individuals, including suspicion of violations of financial reporting, safety or environmental procedures or business integrity issues generally. During 2012, enhanced features were introduced to the programme, including improved web submission, a new case management tool to better manage cases, and a reporting tool to allow for improved analysis of case statistics and reporting. Rio Tinto is also looking at ways to increase the positive awareness of Speak-OUT among employees.
Dealing in Rio Tinto securities
Rio Tinto has a set of rules which restrict the dealing in Rio Tinto securities by directors and employees with access to inside information. These rules require those people to seek clearance from the chairman or the company secretary before any proposed dealing to ensure that they do not deal when in possession of inside information. Directors and members of the Executive Committee will not be given clearance during close periods immediately preceding the announcement of annual and interim results. The rules prohibit the hedging of unvested options or other unvested securities issued as remuneration. The Rules for dealing in Rio Tinto securities can be viewed on the website.
Communication with stakeholders
Rio Tinto recognises the importance of effective timely communication with shareholders and the wider investment community.
To ensure that trading in its securities takes place in an informed market, the Group has adopted continuous disclosure standards which are overseen by the Continuous Disclosure Committee and form part of the Groups corporate governance standards. The Committee is responsible for determining whether information relating to Rio Tinto may require disclosure to the markets under the continuous disclosure requirements in the jurisdictions in which Rio Tinto is listed.
Rio Tinto makes immediate disclosure to the listing authorities of any information that a reasonable person would expect to have a material effect on its share price in accordance with their rules. All information released to the markets is posted on the media section of the website.
In addition to statutory documents, Rio Tintos website features in-depth information on health, safety and the environment, corporate governance, as well as general investor information, publications and policies and guidance. Annual and half year results, as well as any major presentations, are also webcast. Presentation material from investor seminars is also made available on the website.
The annual general meetings present an opportunity to provide a summary business presentation, to inform shareholders of recent developments and to give them the opportunity to ask questions. Generally, the chairs of all board committees will be available to answer questions raised by shareholders and all directors are expected to attend where possible. In 2012 all of the directors attended the annual general meetings. Rio Tintos external auditor, PricewaterhouseCoopers, attends the annual general meetings and is available to answer questions about the conduct of the external audit and the preparation and content of the independent auditors report. Any questions received and answers provided ahead of the annual general meetings are made available to shareholders, who also have the opportunity to meet informally with directors after the meetings.
The main channels of communication with the investment community are through the chairman, chief executive and chief financial officer, who have regular meetings with the Companies major shareholders. The senior independent director, other board committee chairs, and non-executive directors are also available on request. The senior independent director has a specific responsibility to be available to shareholders who have concerns, and where contact with the chairman, chief executive or chief financial officer has failed to resolve their concerns, or for whom such contact is inappropriate.
During 2012, these meetings with the investment community focused on the issues of strategy, board succession, corporate governance, executive remuneration, and the operational and financial performance of the Group. Regular investor seminars provide a two-way communication opportunity with investors and analysts, whilst in 2012, corporate governance round tables were hosted to provide investors with an opportunity to engage with non-executive directors. Feedback from such engagement is routinely communicated to the board. Surveys of major shareholders opinions are presented to the board by the Groups investor relations advisers on a regular basis.
Risk management
Rio Tintos overriding objective is to generate attractive sustainable returns to shareholders through a strategy of investing in large, long-term, low-cost mines and businesses. The directors recognise that creating shareholder return is the reward for taking and accepting risk. The risks facing shareholders are, to some extent, managed by the Groups diversified portfolio of assets spread across multiple geographies, currencies and commodities.
A description of the risk factors that could affect Rio Tinto are found on pages 10 to 12.
Risk policy and standard
The board recognises that risk is an integral component of the business, and that it is characterised by both threat and opportunity. The Group fosters a risk aware corporate culture in all decision-making, and is committed to managing all risk in a proactive and effective manner through competent risk management. To support this commitment, risk is analysed in order to inform the management decisions taken at all levels within the organisation. The principles of the risk analysis and management process are set out in the Risk policy and standard which is on the website.
80 Rio Tinto 2012 Annual report
Risk approach
The Risk policy and standard is supported by an integrated framework of risk governance and reporting specifying how the Group organises the handling of risk. Together with the policy, the framework provides an ongoing process for identifying, evaluating and managing the significant risks faced by the Group. Clear accountability for risk management is defined throughout the Group and is a key performance area of line managers. The process has been in place for 2012 and up to the date of the report.
To support risk understanding and management at all levels, the Group Risk function provides the necessary infrastructure, information collation for the senior executive, and co-ordination between other risk-focused functions. Group Risk reports into the Risk Management Committee.
Internal controls
The directors are responsible for the Groups system of internal controls and for reviewing annually its effectiveness in providing shareholders with a return on their investments that is consistent with a responsible assessment and management of risks. This includes reviewing financial, operational and compliance controls and risk management procedures and their effectiveness. The directors have completed their annual review and assessment for 2012. Whilst the Audit Committee is responsible for oversight of the effectiveness of the risk management process, accountability for identifying and managing risks rests with the chief executive and is cascaded throughout the Group through the Executive Committee.
Internal risk control systems
Two of the Groups management committees, the Executive Committee and the Disclosure and Procedures Committee, regularly review reports related to the Groups control framework in order to satisfy the internal control requirements of the Code, the ASX Principles, the NYSE Standards and section 404 of the Sarbanes-Oxley Act 2002. Each year, the leaders of the Groups businesses and functions complete an Internal Control Questionnaire that seeks to confirm that adequate internal controls are in place, are operating effectively and are designed to capture and evaluate failings and weaknesses, if any exist, and that action is taken promptly, as appropriate. The results of the internal control evaluation are presented to the Audit Committee in support of their review of the Groups internal controls. The Group Audit & Assurance function performs reviews of the integrity and effectiveness of control activities and provides regular reports to the Audit Committee, Sustainability Committee and other management committees.
In 2012, information was reported by management to the Audit Committee to enable it to assess the effectiveness of the internal controls and the management of material business risks. In addition, as part of their role, the board and its committees routinely monitor the Groups material business risks.
Due to the limitations inherent in any risk management system, the process for identifying, evaluating and managing the material business risks is designed to manage, rather than eliminate, risk and to provide reasonable, but not absolute assurance, against material misstatement or loss. Certain risks, for example natural disasters, cannot be managed to an acceptable degree using internal controls. Such major risks are transferred to third parties in the international insurance markets, to the extent considered appropriate. The Group has material investments in a number of jointly controlled entities and associates. Where Rio Tinto does not have managerial control, it cannot guarantee that local management of mining and related assets will comply with Rio Tinto standards or objectives. The review of their internal controls is less comprehensive than that of the Groups managed operations.
Auditors and internal assurance
As indicated in the report of the Audit Committee on page 75,
Rio Tinto has adopted policies designed to uphold the independence of the Groups external auditors by prohibiting their engagement to provide other accounting and other professional services that might compromise their appointment as independent auditors.
The engagement of the external auditors to provide statutory audit services, other services pursuant to legislation, taxation services and
certain other services are pre-approved. Any engagement of the external auditors to provide other permitted services is subject to the specific approval of the Audit Committee or its chairman.
At half year and year end, the chief financial officer and the external auditors submit to the Audit Committee a schedule of the types of services that were performed during the period. The Audit Committee may impose a financial limit on the total value of other permitted services that can be provided. Any non-audit service provided by the external auditors, where the expected fee exceeds a pre-determined level, must be subject to the Groups normal tender procedures.
In exceptional circumstances, the chief financial officer is authorised to engage the external auditors to provide such services without going to tender, but if the fees are expected to exceed certain pre-determined limits then the chairman of the Audit Committee must give prior approval of the engagement.
Further information on audit and non-audit fees of the Groups external auditors as well as remuneration payable to other accounting firms, is set out in note 40 to the financial statements and in the Directors report.
Group Audit & Assurance
Group Audit & Assurance is an internal function which provides independent and objective assurance on the adequacy and effectiveness of the Groups systems for risk management, internal control and governance together with recommendations to improve the efficiency and effectiveness of the relevant systems and processes. The function has adopted international auditing standards set by the Institute of Internal Auditors (IIA).
The function operates independently of management, under a mandate approved by the Audit Committee and the Sustainability Committee and has full access to all functions, records, property and personnel of the Group. The head of Group Audit & Assurance reports functionally to both the Audit Committee and Sustainability Committee, providing each Committee with information relevant to their specific terms of reference.
A risk-based approach is used to focus assurance activities on high-risk areas and audit plans are presented annually to the Audit Committee and Sustainability Committee for approval.
In respect of its internal audit function, Rio Tinto utilises the services of external service providers. The Audit Committee has a policy which addresses conflicts of interest in relation to management requested engagements of the service provider. The policy complies with the IIAs standards on independence. Certain services are pre-approved under the policy as they would not be in conflict with the internal auditors role. There is a list of prohibited services which may not be undertaken without approval of the head of Group Audit & Assurance, and guidance on the consideration of services which may give rise to a conflict of interest.
The directors are required to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Group as at the end of the financial period, and the profit or loss and cash flows for that period. This includes preparing financial statements in accordance with UK company law which give a true and fair view of the state of the Companys affairs, and preparing a Remuneration report which includes the information required by Regulation 11, Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 and the Australian Corporations Act 2001.
The directors are responsible for maintaining proper accounting records, in accordance with UK and Australian legislation. They have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. The directors are also responsible for ensuring that appropriate systems are in place to maintain and preserve the integrity of the Groups website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from current and future legislation in
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other jurisdictions. The work carried out by the auditors does not involve consideration of such developments and, accordingly, the external auditors accept no responsibility for any changes, should any be made, to the financial statements after they are made available on the website.
The directors, senior executives, senior financial managers and other members of staff who are required to exercise judgment in the course of the preparation of the financial statements are required to conduct themselves with integrity and honesty and in accordance with the ethical standards of their profession and/or the business.
The directors consider that the 2012 Annual report presents a true and fair view and has been prepared in accordance with applicable accounting standards, using the most appropriate accounting policies for Rio Tintos business and supported by reasonable judgments and estimates. The accounting policies have been consistently applied. The directors have received a written statement from the chief executive and the chief financial officer to this effect. In accordance with the internal control requirements of the Code and the ASX Principles Recommendation 7.3, this written statement relies on a sound system of risk management and internal controls and confirms that the system is operating effectively in all material respects in relation to financial reporting risks.
Disclosure controls and procedures
The Group maintains disclosure controls and procedures as such term is defined in US Exchange Act Rule 13a-15(e). Management, with the participation of the chief executive and chief financial officer, has evaluated the effectiveness of the design and operation of the Groups disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report and has concluded that these disclosure controls and procedures were effective at a reasonable assurance level.
Managements report on internal control over financial reporting
The management of Rio Tinto plc and Rio Tinto Limited is responsible for establishing and maintaining adequate internal control over financial reporting. The Companies internal control over financial reporting is a process designed under the supervision of their common chief executive and chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of the Groups published financial statements for external reporting purposes in accordance with International Financial Reporting Standards (IFRS).
Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance, and may not prevent or detect all misstatements whether caused by error or fraud, if any, within each of Rio Tinto plc and Rio Tinto Limited.
The Groups internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorisations of management and directors of each of the Companies; and provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the Groups assets that could have a material effect on our financial statements.
Management conducted an assessment of the effectiveness of internal control over financial reporting as of 31 December 2012, based on the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and concluded that it was effective.
PricewaterhouseCoopers LLP and PricewaterhouseCoopers, the auditors of Rio Tinto plc and Rio Tinto Limited respectively, audited the Financial statements included in this Form 20-F and audited the effectiveness of internal controls over financial reporting as of 31 December 2012. Their audit report is included on page 226 of this Annual Report on Form 20-F.
There were no changes in the internal controls over financial reporting that occurred during the period covered by this Annual Report on Form 20-F that have materially affected or are reasonably likely to materially affect the internal controls over financial reporting of each of Rio Tinto plc and Rio Tinto Limited.
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Board of directors
Key for committee memberships:
(A) Audit Committee
(R) Remuneration Committee
(N) Nominations Committee
(S) Sustainability Committee
(C) Chairmans Committee
(I) Independent
Jan du Plessis (R, N and C)
Chairman, BCom, LLB, CA(SA), age 59
Appointment: Director of Rio Tinto since 2008. He was appointed chairman in April 2009. He is the chairman of the Nominations Committee.
Skills and experience: Jan, a South African and British citizen, worked in various management positions in the South African Rembrandt Group from 1981 and in 1988 became group finance director of Compagnie Financière Richemont, the Swiss luxury goods group, before being appointed chairman of British American Tobacco plc (BAT) in 2004, a position which he held until 2009. Jan has been based in Europe for most of his career.
External appointments (current and recent): Non-executive director and senior independent non-executive director of Marks and Spencer Group plc since 2008 and March 2012, respectively, non-executive director of BAT from 1999 until 2009 and chairman of the board from 2004 until 2009, non-executive director and chairman of the audit committee of Lloyds Banking Group plc from 2005 and 2008, respectively, until 2009.
Sam Walsh AO (C)
Chief executive, BCom (Melbourne), age 63
Appointment: Director of Rio Tinto since 2009. He was appointed chief executive in January 2013.
Skills and experience: Sam, an Australian citizen, joined Rio Tinto in 1991, following 20 years in the automotive industry at General Motors and Nissan Australia. He has held a number of management positions during his career at Rio Tinto including chief executive of the Aluminium group from 2001 to 2004, chief executive of the Iron Ore group from 2004 to 2009 and chief executive Iron Ore and Australia from 2009 to January 2013. Sam is a Fellow of the Australian Institute of Management, the Australasian Institute of Mining and Metallurgy, the Chartered Institute of Purchasing and Supply Management, the Australian Institute of Company Directors and the Australian Academy of Technical Science and Engineering. In June 2010, he was appointed an Officer in the General Division of the Order of Australia.
External appointments (current and recent): Director of Seven West Media Limited, Australias largest diversified media business, from 2008 until January 2013.
Robert Brown (N, S and I)
Non-executive director, BSc, age 68
Appointment: Director of Rio Tinto since 2010.
Skills and experience: Bob is a Canadian citizen and contributes his considerable experience in large, high-profile Canadian companies. He is chairman of Aimia Inc., a customer loyalty management provider, and serves on the board of BCE Inc. (Bell Canada Enterprises), Canadas largest communications company. He was previously president and chief executive officer of CAE Inc., a world leader in flight simulation and training. Before that he spent 16 years at Bombardier Inc., the aerospace and transportation company, where he was first head of the Aerospace Group and then president and chief executive officer. He has also served as chairman of Air Canada and of the Aerospace Industries Association of Canada. Bob was inducted to the Order of Canada as well as lOrdre National du Québec. He has been awarded honorary doctorates from five Canadian universities.
External appointments (current and recent): Non-executive director and chairman of Aimia Inc. since 2005 and 2008, respectively and, non-executive director of BCE Inc. and Bell Canada since 2009. He is also non-executive director of Fier CPVC Montreal L.P., a venture capital firm, since 2005, president and chief executive officer of CAE Inc. from 2004 until 2009, and non-executive director of Ace Aviation Holdings Inc. from 2004 to 2009.
Vivienne Cox (N, S and I)
Non-executive director, MA (Oxon), MBA (INSEAD), age 53
Appointment:Director of Rio Tinto since 2005.
Skills and experience: Vivienne is a British citizen. She was executive vice president of Gas, Power and Renewables at BP and former chief executive of BP Alternative Energy. During her career at BP she served in a variety of positions ranging from supply and trading, to commercial, finance and exploration and renewable energy. Vivienne holds degrees in chemistry from Oxford University and in business administration from INSEAD.
External appointments (current and recent): Non-executive director of BG Group plc, the exploration arm of British Gas, since February 2012; non-executive director and senior independent non-executive director of Pearson plc since January 2012 and January 2013 respectively; non-executive director of the UK Department for International Development since 2010; non-executive director of The Climate Change Organisation since 2010; non-executive director and non-executive chairman of Climate Change Capital Limited from 2008 and 2009 respectively until March 2012; member of the supervisory board of Vallourec, a steel tube maker, since 2010; member of the offshore advisory committee of Mainstream Renewable Power from 2010 until December 2012; and a member of the board of INSEAD business school since 2009.
Guy Elliott (C)
Chief financial officer, MA (Oxon), MBA (INSEAD), age 57
Appointment: Director and chief financial officer of Rio Tinto since 2002, Guy will retire at the end of 2013. He remains on the boards until then and has been appointed senior executive director. He will continue in his role as chief financial officer until 18 April 2013 when he will step down as chief financial officer.
Skills and experience: Guy, a British citizen, has been with Rio Tinto for more than 30 years. He joined the Group in 1980 in the uranium marketing division having previously been in investment banking. He subsequently held a variety of commercial and management positions, including head of Business Evaluation and president of Rio Tinto Brasil, before becoming chief financial officer.
External appointments (current and recent): Non-executive director and chairman of the audit committee of Royal Dutch Shell plc since 2010 and 2011 respectively, a member of the Takeover Panel since 2012 and non-executive director and senior independent director of Cadbury plc from 2007 and 2008, respectively, until 2010.
Chris Lynch (A, N and I until 1 March 2013)
Executive director, BComm, MBA, age 59
Appointment: Director of Rio Tinto since 2011. He was appointed as an executive director and chief financial officer-designate in March 2013.
Skills and experience: Chris, an Australian citizen, has nearly 30 years experience in the mining and metals industry and is also a leading figure in the Australian business community. His directorship reflects the significance of Australia to Rio Tintos global operations. He was chief executive officer of the Transurban Group, an international toll road developer and manager with interests in Australia and North America, until July 2012. His career has included seven years at BHP Billiton, where he was chief financial officer and then executive director and group president Carbon Steel Materials. Prior to this Chris spent 20 years with Alcoa Inc. where he was vice-president and chief information officer based in Pittsburgh and chief financial officer Alcoa Europe in Switzerland. He was also managing director of KAAL Australia Limited, a joint venture company formed by Alcoa and Kobe Steel.
External appointments (current and recent): Chief executive officer of the Transurban Group Limited from 2008 until July 2012; non-executive director of AMT Management Limited; Citylink Melbourne Limited, Sydney Roads Limited and The Hills Motorway Limited during 2008; and commissioner of the Australian Football League since 2008.
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Board of directors continued
Ann Godbehere (A, N and I)
Non-executive director, FCGA, age 57
Appointment: Director of Rio Tinto and chairman of the Audit Committee since 2010.
Skills and experience: Ann, a Canadian and British citizen, has more than 25 years experience in the financial services industry. She spent ten years at Swiss Re, a global reinsurer, latterly as chief financial officer from 2003 until 2007. She was interim chief financial officer and executive director of Northern Rock bank after its nationalisation. Ann is a qualified accountant.
External appointments (current and recent): Non-executive director of British American Tobacco plc since 2011; non-executive director of UBS AG since 2009; non-executive director of Atrium Underwriting Group Limited and Arden Holdings Limited since 2007; non-executive director and chairman of the audit committee of Prudential Public Limited Company since 2007 and 2009, respectively; chief financial officer and executive director of Northern Rock (Asset Management) plc from 2008 to 2009.
Richard Goodmanson (R, N, S and I)
Non-executive director, MBA, BEc and BCom, BEng (Civil), age 65 Appointment: Director of Rio Tinto since 2004 and chairman of the Sustainability Committee.
Skills and experience: Richard, a US citizen, was executive vice president and chief operating officer of DuPont until 2009. Prior to this he was president and chief executive officer of America West Airlines and senior vice president of operations for Frito-Lay, Inc., a North American division of PepsiCo. Richard has worked at senior levels for McKinsey & Co, where he led client service teams on major programmes of strategy development. He spent ten years in heavy civil engineering project management, principally in Southeast Asia, including the construction of the Hong Kong Subway System.
External appointments (current and recent):Non-executive director of Qantas Airways Limited since 2008; economic adviser to the governor of Guangdong Province, China from 2003 to 2009; executive vice president and chief operating officer of E.I. du Pont de Nemours and Company Limited from 1999 until 2009; and director of the United Way of Delaware, a charitable organisation, between 2002 and 2009.
Lord Kerr of Kinlochard (A, N, S and I)
Non-executive director, GCMG, MA (Oxon), age 71
Appointment: Director of Rio Tinto since 2003.
Skills and experience:John, a British citizen, was a member of the UK Diplomatic Service for 36 years and headed it from 1997 to 2002 as permanent under secretary at the Foreign Office. He previously served in HM Treasury and in the former Soviet Union and Pakistan, and was ambassador to the European Union and the US. He has been an Independent member of the House of Lords since 2004.
External appointments (current and recent): Advisory board member of Edinburgh Partners Limited since January 2012; director and vice chairman of Scottish Power Limited since 2009 and April 2012 respectively; chairman of the Centre for European Reform (London) since 2008; vice president of the European Policy Centre (Brussels) since 2007; trustee of the Carnegie Trust for the Universities of Scotland since 2005; director of The Scottish American Investment Company plc since 2002; deputy chairman of Royal Dutch Shell plc from 2005 to May 2012; chairman of the Court and Council of Imperial College London from 2005 to 2011; advisory board member of BAE Systems from 2008 to 2011; advisory board member of Scottish Power (Iberdrola) from 2007 to 2009; trustee of the National Gallery in London from 2002 to 2010; trustee of the Rhodes Trust from 1997 to 2010; and a Fulbright Commissioner from 2004 to 2009.
Michael Fitzpatrick (A, R, N and I)
Non-executive director, BEng, BA (Oxon), age 60
Appointment: Director of Rio Tinto since 2006.
Skills and experience: Michael, an Australian citizen, contributes wide-ranging investment and local knowledge of Australian business. He is chairman of Treasury Group Limited, a Sydney-based incubator of fund management companies, chairman of the Australian Football League and a former chairman of the Australian Sports Commission. After leaving professional football in 1983 and working for the Treasury of the State of Victoria and with investment banks in New York, Michael founded the pioneering infrastructure asset management company Hastings Funds Management Limited in 1994. He was a Rhodes Scholar in 1975.
External appointments (current and recent): Non-executive director of Carnegie Wave Energy Limited since November 2012, chairman of Infrastructure Capital Group Limited since 2009, chairman of the Treasury Group Limited since 2005, commissioner and chairman of the Australian Football League since 2003 and 2007 respectively, director of the Walter & Eliza Hall Institute of Medical Research since 2001 and chairman of the Victorian Funds Management Corporation from 2006 to 2008.
Hon. Paul Tellier (A, R, N and I)
Non-executive director, LLL, BLitt (Oxon), LL.D, C.C. age 73
Appointment:Director of Rio Tinto since 2007.
Skills and experience: Paul, a Canadian citizen, entered the civil service in the 1970s. He was clerk of the Privy Council Office and secretary to the Cabinet of the Government of Canada from 1985 to 1992. He became president and chief executive officer of the Canadian National Railway Company from 1992 to 2002. Until 2004, he was president and chief executive officer of Bombardier Inc., the aerospace and transportation company.
External appointments (current and recent): Chairman of Global Container Terminals Inc. since 2007; director of McCain Foods Limited since 1996; trustee of the International Accounting Standards Foundation since 2007; co-chair of the Prime Minister of Canadas Advisory Committee on the Renewal of the Public Service since 2006; strategic adviser to Société Générale (Canada) since 2005; member of the advisory board of General Motors of Canada since 2005; director of Bell Canada from 1996 to 2010; and director of BCE Inc. (Bell Canada Enterprises) from 1999 to 2010.
John Varley (R, N and I)
Non-executive director, BA, MA (Oxon), age 56
Appointment: Director of Rio Tinto and chairman of the Remuneration Committee since 2011 and senior independent non-executive director since May 2012.
Skills and experience: John, a British citizen, joined Barclays PLC in 1982 after working as a solicitor. He was chief executive of Barclays from 2004 until 2010. During a 28-year career with the bank he held several senior positions, including chairman of the Asset Management division, group finance director and deputy chief executive.
External appointments (current and recent): Director of Barclays PLC and Barclays Bank PLC from 1998 until 2010; Non-executive director of BlackRock Inc., an asset management firm, since 2009; non-executive director of AstraZeneca plc since 2006; chairman of Marie Curie Cancer Care since 2011; chairman of Business Action on Homelessness since 2006; and president of the Business Disability Forum since 2005.
84 Rio Tinto 2012 Annual report
Directors who left the Board
Tom Albanese
Chief executive, BS (Mineral Economics), MS (Mining Engineering), age 55 Appointment: Director of Rio Tinto from 2006 and chief executive from 2007 until January 2013.
Skills and experience: Tom, a US citizen, joined Rio Tinto in 1993 on Rio Tintos acquisition of Nerco Minerals, a US energy company, where he was chief operating officer. His first position with Rio Tinto was general manager of the Greens Creek mine in Alaska. He then held a series of management positions, including overseeing the integration of North Limited into Rio Tinto operations on Norths acquisition in 2000. He was appointed chief executive of the Industrial Minerals group in 2000, and chief executive of the Copper group and head of Exploration in 2004.
External appointments (current and recent): Director of the International Council on Mining and Metals since 2007; and member of the board of visitors, Duke University, Fuqua School of Business from 2009.
Andrew Gould
Non-executive director, BA, FCA, age 66
Appointment: Director of Rio Tinto from 2002 and senior independent non-executive director from 2008 to May 2012.
Skills and experience: Andrew, a British citizen, was chairman of Schlumberger Limited, where he held a succession of financial and operational management positions, including that of executive vice president of Schlumberger Oilfield Services and chief executive officer of Schlumberger Limited.
External appointments (current and recent): Chairman of Schlumberger Limited from 2003 to April 2012; chief executive officer of Schlumberger Limited from 2003 to 2011; non-executive director of BG Group plc since 2011; member of the board of trustees of King Abdullah University of Science and Technology in Jeddah, Saudi Arabia since 2008; and a member of the advisory board of the King Fahd University of Petroleum and Minerals in Dhahran, Saudi Arabia since 2007.
Company secretaries
Ben Mathews
BA (Hons), FCIS, age 46
Skills and experience: Ben joined the Group as company secretary of Rio Tinto in 2007. Prior to this, he spent five years with BG Group plc, an oil and gas company, as company secretary. He has previously worked for National Grid plc, British American Tobacco plc and PricewaterhouseCoopers LLP. Ben is a fellow of the Institute of Chartered Secretaries and Administrators and has a joint honours degree in French and European Studies.
External appointments (current and recent): He has no external appointments.
Tim Paine
BEc, LLB, age 49
Skills and experience: Tim joined the Group as joint company secretary of Rio Tinto Limited in January 2013 and has over 20 years experience in corporate counsel and company secretary roles, including at ANZ Bank, Mayne Group, Symbion Health and Skilled Group. Tim commenced his career as a solicitor in private practice and has also managed his own consulting company.
Stephen Consedine
BBus, CPA, age 51
Skills and experience: Stephen joined Rio Tinto Limited in 1983 and held various positions in Accounting, Treasury, and Employee Services and was company secretary of Rio Tinto Limited from 2002 until January 2013. He holds a business degree and is a certified practising accountant.
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Executive Committee
Hugo Bague
MA (Linguistics), age 52
Hugo Bague was appointed Group executive, Organisational Resources in 2009 after joining Rio Tinto as global head of Human Resources in 2007. Previously he worked for Hewlett-Packard where he was the global vice president, Human Resources for the Technology Solutions Group, based in the US. Prior to this he worked for Compaq Computers, Nortel Networks and Abbott Laboratories based in Switzerland, France and Germany.
He has been a non-executive director and member of the nominating and governance committee, and the compensation committee of Jones Lang LaSalle Incorporated, a global real estate services firm, since 2011.
Preston Chiaro
BSc (Hons) (Environmental Engineering), MEng (Environmental Engineering), age 59
Preston was appointed Group executive, Technology & Innovation in 2009. He joined the Group in 1991 at Kennecott Utah Coppers Bingham Canyon mine as vice president, Technical Services. In 1995 he became vice president and general manager of the Boron Operations in California and was chief executive of Rio Tinto Borax from 1999 to 2003. Preston then became chief executive of the Energy group and in 2007, upon a management reorganisation, he also assumed responsibility for the Industrial Minerals group.
Preston was a director of Cloud Peak Energy Inc. from 2008 to 2011, director of Rössing Uranium Limited from 2004 to 2009, and director of the World Coal Institute between 2003 and 2009, serving as chairman from 2006 to 2008. Since 2006 he has been a board member of Resources for the Future, an environmental and natural resources policymaking body.
Jacynthe Côté
BChem, age 54
Jacynthe became chief executive, Rio Tinto Alcan in 2009. She joined Alcan in 1988 and has significant operational and international experience in the aluminium industry. She was chief executive officer, Primary Metal, Rio Tinto Alcan, where she was responsible for all primary metal facilities and power generation installations worldwide. Her previous roles in Alcan include president and chief executive officer, Bauxite & Alumina business group and senior management roles in business planning, human resources and environment, health and safety. Jacynthe has a degree in chemistry from Laval University in Quebec and was awarded an honorary doctorate from Université du Québec à Chicoutimi in 2011.
Jacynthe has been a member of the Advisory Board of the Montreal Neurological Institute since July 2010, member of the Hautes Études Commerciales Board since 2009, member of the Canadian Council of Chief Executives since 2009, and a member of the International Aluminium Institute since 2009.
Alan Davies
BBus (Acctcy) LLB, LLM, FCA, age 42
Alan was appointed chief executive, Diamonds & Minerals in September 2012. He joined the Group in 1997 and has held management positions in Australia, London and the US for the Iron Ore and Energy businesses. Prior to his current role, Alan was president, international operations for Rio Tintos Iron Ore business with global accountability for operations and projects in Canada, India and Guinea. Alan is a Fellow of the Institute of Chartered Accountants in Australia.
He was a director of the Art Gallery of Western Australia from 2010 to April 2012.
Andrew Harding
BEng (Mining Engineering), MBA, age 46
Andrew Harding was appointed chief executive, Iron Ore in February 2013. Prior to his current role, Andrew spent three years as chief executive, Copper, where he was responsible for a range of mines and projects including the development of the world-class Oyu Tolgoi copper-gold mine in Mongolia. Andrew joined Rio Tinto in 1992 and spent seven years in Rio Tinto Iron Ore. He has also held a range of positions in Technology & Innovation, Energy and Aluminium and was president and chief executive officer of Kennecott Utah Copper.
He was a director of Turquoise Hill Resources Ltd (formerly Ivanhoe Mines Ltd) between 2009 and July 2010; and between 2011 and February 2013.
Jean-Sébastien Jacques
MSc age 41
Jean-Sébastien was appointed chief executive, Copper in February 2013. He joined Rio Tinto in October 2011 as president, International Operations Copper, where he led a senior team and oversaw Rio Tintos interests in the Palabora Mining Company in South Africa, Northparkes Mines in Australia, Kennecott Eagle Minerals, the Pebble Mine in the US and Sulawesi in Indonesia. Prior to joining Rio Tinto, Jean-Sébastien spent more than 15 years working across Europe, South East Asia, India and the US in operational and strategy roles in the aluminium, bauxite and steel industries. He served as group director, Strategy and was on the executive committee at Tata Steel Group from 2007 to 2011.
He became a director of Turquoise Hill Resources Ltd in February 2013.
Harry Kenyon-Slaney
BSc (Hons) (Geology), age 52
Harry was appointed chief executive, Energy in September 2012. He joined the Group in 1990 from Anglo American Corporation and has held management positions in South Africa, Australia and the UK. Harry spent his early career at Rio Tinto in marketing and operational roles in the uranium, copper and industrial minerals businesses. In 2004, he was appointed chief executive of Energy Resources of Australia and in 2007, managing director of Rio Tinto Iron & Titanium. Prior to his current role, he was chief executive of Rio Tintos Diamonds & Minerals product group.
He became a director of the World Coal Association in October 2012.
Debra Valentine
BA (History), JD, age 59
Debra was appointed Group executive, Legal, External & Regulatory Affairs in 2009 having joined Rio Tinto as global head of Legal in 2008. She previously worked at United Technologies Corporation in the US where she was vice president, deputy general counsel and corporate secretary. Before then, she was a partner with the law firm OMelveny & Myers, in Washington DC. Debra served as general counsel at the US Federal Trade Commission from 1997 to 2001.
She has been a member of the US-based Council on Foreign Relations since 1993, and the American Law Institute since 1991. She is on the board of the Extractive Industries Transparency Initiative and the North America Advisory Council at Chatham House.
Tom Albanese, Guy Elliott and Sam Walsh were also members of the Executive Committee in 2012 through their positions as chief executive, chief financial officer and chief executive of Iron Ore and Australia respectively. Their biographies are shown on pages 83 and 85.
86 Rio Tinto 2012 Annual report
Directors report
The directors present their report and audited financial statements for the year ended 31 December 2012.
Dual listed structure and constitutional documents
An explanation of the dual listed companies structure (DLC) of Rio Tinto plc and Rio Tinto Limited, and of the Companies constitutional documents can be found on pages 127 to 137. This section also provides a description of voting rights restrictions which may apply in respect of the shares of either Company under specified circumstances.
Activities and business review
Rio Tintos principal activities during 2012 were minerals exploration, development, production and processing.
The business review set out on pages 1 to 45 provides a comprehensive review of the development and performance of Rio Tintos operations for the year ended 31 December 2012 and the likely future developments and expected results of those operations. The information set out in the business review is incorporated by reference into this report and is deemed to form part of this report.
The subsidiary and associated undertakings principally affecting the profits or net assets of the Group in the year are listed in notes 34 to 37 to the financial statements.
Significant changes and events affecting the Group during 2012 and until the date of this report have been:
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Directors report continued
Details of events after the statement of financial position date are further described in note 44 to the financial statements.
As permitted by sections 299(3) and 299A(3) of the Australian Corporations Act 2001, information which is likely to result in unreasonable prejudice, regarding likely future developments in, and the expected results of the operations of the Group or its strategies and prospects, has been omitted.
Risk identification, assessment and management
The Groups risk factors are set out on pages 10 to 12.
Details of the Groups share capital as at 31 December 2012 can be found at notes 28 and 29 to the financial statements. Details of the rights and obligations attached to each class of shares can be found on page 127 under the heading Voting rights. The voting rights of shares held beneficially by a third party in line with an employee share plan are set out on page 127.
Details of certain agreements triggered on a change of control can be found on page 127 under the heading Dual listed companies structure.
Details of certain restrictions on holding shares in Rio Tinto are described on page 128 under the heading Limitations on ownership of shares and merger obligations. There are no other restrictions on the transfer of ordinary shares in Rio Tinto plc save for:
At the annual general meetings held in 2012, shareholders authorised:
88 Rio Tinto 2012 Annual report
Total number(a)
of sharespurchased
During 2012, in order to satisfy obligations under employee share plans, Rio Tinto plc issued 939,423 shares from treasury. Rio Tinto plcs registrar purchased on market 727,080 shares and delivered an additional 1,272,405 shares to plan participants. Rio Tinto Limiteds registrar purchased on market and delivered 1,098,185 shares to plan participants.
Also during the year, the Companies registrar purchased on market 1,525,385 Rio Tinto plc shares and 1,320,433 Rio Tinto Limited shares to satisfy obligations to shareholders under the dividend reinvestment plans.
On 4 August 2011, Rio Tinto announced an increase in the share buy-back programme by US$2 billion to US$7 billion, subject to market conditions. The programme was completed on 26 March 2012. In total, 116,862,405 Rio Tinto plc shares were repurchased under the programme since February 2011 for a total aggregate consideration of US$7 billion.
For the period 1 January 2013 to 19 February 2013, Rio Tinto plc issued 606,918 shares from treasury in connection with employee share plans and Rio Tinto Limiteds registrar purchased on market and delivered 623,699 shares to plan participants.
Awards over 1,858,662 Rio Tinto plc shares and 1,268,990 Rio Tinto Limited shares were granted under employee share plans during 2012. As at 19 February 2013, awards were outstanding over 7,793,460 Rio Tinto plc shares and 5,096,778 Rio Tinto Limited shares. Upon vesting, awards may be satisfied by the issue of new shares, the purchase of shares on market, or, in the case of Rio Tinto plc, by issuing treasury shares.
Details of dividends paid and the dividend policy can be found on page 131.
Directors
The names of the directors who served during the year, together with their biographical details and other information, are shown on pages 83 to 85. Andrew Gould retired at the conclusion of the Rio Tinto Limited annual general meeting held on 10 May 2012.
All directors will stand for re-election at the 2013 annual general meetings.
A table of directors attendance at board and committee meetings during 2012 is on page 74.
Secretaries
Details of the company secretary of each of Rio Tinto plc and Rio Tinto Limited together with their qualifications and experience are set out on page 85.
A full report on corporate governance can be found on pages 71 to 82 and forms part of this Directors report.
Indemnities and insurance
The Articles of Association and Constitution of the Companies provide for them to indemnify, to the extent permitted by law, officers of the Companies, including officers of wholly owned subsidiaries, against liabilities arising from the conduct of the Groups business. The directors and the company secretaries of the Companies, and certain employees serving as directors of subsidiaries at the Groups request have been indemnified in accordance with these provisions. No amount has been paid under any of these indemnities during the year.
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The Group has purchased directors and officers insurance during the year. In broad terms, the insurance cover indemnifies individual directors and officers personal legal liability and legal defence costs for claims arising out of actions taken in connection with Group business. It is a condition of the insurance policy that detailed terms and premiums paid cannot be disclosed.
Employment policies and communication
Information about the Groups employment policies and our employees is available on page 17.
Donations
No donations were made during 2012 for political purposes in the EU, Australia or elsewhere, as defined by the UK Companies Act 2006. During 2012, the Group spent US$292 million on community assistance programmes and payments into benefit receiving trusts set up in directly negotiated community impact benefit agreements.
Charitable donations in the UK during 2012 amounted to £0.3 million.
Government regulations
Rio Tinto is subject to extensive government regulations affecting all aspects of its operations and consistently seeks to apply best practice in all of its activities. Rio Tintos product diversity and geographical spread help to mitigate the likelihood that any single government regulation could have a material effect on the Groups business.
Rio Tintos operations globally are subject to various applicable local, state, provincial and federal regulations governing mining and processing, land tenure and use, environmental requirements, workplace health and safety, data privacy, trade and export, corporations, competition, intellectual property, access to infrastructure, foreign investment, securities and taxation. Some operations are conducted under specific agreements with the respective governments and associated acts of parliament.
In relation to hydroelectric power generation in Canada, water rights, as well as power sales and purchases, are regulated by the Quebec and British Columbia provincial agencies.
In addition, Rio Tintos uranium operations in Northern Territory, Australia and Namibia are subject to specific regulation in relation to mining and the export of uranium.
Rio Tintos South African-based operations are also subject to black economic empowerment legislation which includes the requirement to transfer (for fair value) 26 per cent of the Groups South African mining assets to historically disadvantaged South Africans by 2014.
Environmental regulation
Rio Tinto measures its performance against environmental regulation by rating incidents on a low, moderate, high, or critical scale of likelihood and consequence of impacting the environment. High and critical ratings are reported to the executive management team and the Sustainability Committee including progress with remedial actions. Prosecutions and other breaches are also used to gauge Rio Tintos performance.
In 2012, there were seven environmental incidents rated high consequence at Rio Tinto managed operations (2011: 11).
These incidents were of a nature to impact the environment or potentially concern local communities. Of these, three resulted from water discharge, three were spills and one related to air emissions. The incidents included:
During 2012, six operations incurred fines amounting to US$47,102 (2011: US$236,416).
Australian corporations that exceed specified thresholds are required under the Australian National Greenhouse and Energy Reporting Act 2007 to register and report on greenhouse gas emissions and energy use and production. Three Rio Tinto entities, Rio Tinto Limited, Alcan Gove Pty Limited and Pechiney Consolidated Australia Limited, are separately covered by the Act. All three companies submitted their reports by the required 31 October 2012 deadline.
The same three Rio Tinto entities have obligations under the Australian Energy Efficiency Opportunities Act 2006 (EEO). All three completed the required public reporting in 2012. Six assessments for the second five year assessment cycle (one from Alcan Gove Pty Limited and five from Rio Tinto Limited) were completed in 2012. Pechiney Consolidated Australia Limited is scheduled to complete its assessment in 2013.
Further information on the Groups environmental performance is included in the sustainable development section of this Annual report, on pages 14 to 21 and on the website.
Legal proceedings
Neither Rio Tinto plc nor Rio Tinto Limited nor any of their subsidiaries is a defendant in any proceedings which the directors believe will have a material effect on either Companys financial position or profitability. Contingencies are disclosed in note 32 to the financial statements.
Exploration, research and development
The Group carries out exploration as well as research and development in support of its activities as described more fully under Exploration and Technology & Innovation on pages 32 to 33. Amounts charged for the year, net of any gains on disposal, generated a net loss for Exploration and evaluation of US$1,476 million (2011: US$1,348 million). Research and development costs were US$129 million (2011: US$148 million).
90 Rio Tinto 2012 Annual report
PricewaterhouseCoopers LLP and PricewaterhouseCoopers (together PwC) are the auditors of Rio Tinto plc and Rio Tinto Limited respectively. PricewaterhouseCoopers LLP have indicated their willingness to continue in office as auditors of Rio Tinto plc and a resolution to reappoint them as auditors of Rio Tinto plc will be proposed at the 2013 annual general meetings. A separate resolution will seek authority for the Audit Committee to determine their remuneration. PricewaterhouseCoopers will continue in office as auditors of Rio Tinto Limited.
A copy of the declaration given by PricewaterhouseCoopers as the Groups external auditors to the directors in relation to the auditors compliance with the independence requirements of the Australian Corporations Act 2001 and the professional code of conduct for external auditors is set out on page 225 in the financial statements.
No person who was an officer of Rio Tinto during 2012 was a director or partner of the auditors at a time when they conducted an audit of the Group.
Each person who held the office of director at the date the board resolved to approve this report makes the following statements:
The amounts payable to the Groups auditors, PwC, were:
Further information on audit and non-audit fees is set out in note 40 to the financial statements.
During the year, the Audit Committee reviewed the effectiveness of PwC for Group audit and local, statutory audit work. The evaluation took the form of a survey comprising a range of questions covering objectivity and quality and efficiency and was completed by individual Rio Tinto business units. The results of this survey were presented to the Audit Committee which concluded that PwC continued to provide a high-quality audit and an effective and independent challenge to management. The Audit Committee was satisfied with the external audit process and the independence of the external auditors.
PwC has been the external auditor since the formation of the dual listed company structure in 1995. The Audit Committee does not consider it necessary at the present time to undertake a tender process for the Groups external auditors. Since 2002, PwC has followed the requirements of the Sarbanes-Oxley Act 2002 and APB Ethical Standards and rotated both the lead UK and Australian audit partners at least every five years. This continued refreshing of the team brings new perspectives to the audit and promotes healthy debate between auditors and management as well as the Committee.
Based on advice provided by the Audit Committee as set out in the Report of the Audit Committee on page 75, the directors are satisfied that the provision of non-audit services by PwC is compatible with the general standard of independence for auditors and the standards imposed by the Australian Corporations Act 2001 and US legislation.
Financial instruments
Details of the Groups financial risk management objectives and policies and exposure to risk are described in note 31 to the 2012 financial statements.
Value of land
Most of the Groups interests in mining properties and leases, and in other land and buildings, have been included in the financial statements at cost in accordance with its accounting policies. It is not possible to estimate the market value of such interests in land as this will depend on product prices over the long term which will vary with market conditions.
Creditor payments
It is the Groups policy to agree terms of payments with suppliers when entering into contracts and to meet its obligations accordingly. The Group does not follow any specific published code or standard on payment practice.
At 31 December 2012, there were 25 days (2011 restated: 33 days) purchases outstanding in respect of the Group based on the total invoiced by suppliers during the year.
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Letter from the Remuneration Committee chairman
Dear Shareholder
On behalf of the board, I am pleased to introduce our 2012 Remuneration Report, for which we seek your support at our annual general meetings in London in April, and in Sydney in May.
The report is designed to provide you with the necessary information to demonstrate the link between our Groups strategy, its performance, and the remuneration outcomes for its executives.
Incentive plans
As we mentioned last year, a key priority in 2012 was to review the future structure of our incentive plans. Our current long-term incentive plans (LTIPs), which were approved by shareholders in 2004, are due to expire in 2014. Accordingly, we have undertaken a wide-ranging review of our LTIP arrangements to ensure that they continue to incentivise management to deliver our long-term strategy.
Based upon the views expressed by shareholders during our extensive consultations, the Committee is recommending amendments to the Groups LTIPs for approval by shareholders at the 2013 annual general meetings. The new plans incorporate the views and feedback from many major shareholders; the Committee is grateful for the time shareholders took to meet with us and was encouraged by the overall level of support we received.
The main principles of and changes to our LTIP structure, all within the context of no increased overall reward opportunity, are:
In order to implement these changes, a resolution to approve the rules of the new PSP is being submitted to shareholders for approval at the 2013 annual general meetings. Further detailed information about the proposed new PSP is provided in the notices of meeting for the 2013 annual general meetings.
The Committee fully intends to keep the Groups long-term incentive arrangements under review, taking into account the practices of our key international competitors. This review will include the percentage of an award under the new PSP that vests for threshold performance, recognising that this is an important issue for some of the shareholders with whom we consulted.
The Committee recognises the importance of ensuring that the outcomes of the Groups executive pay arrangements described in the Policy Report that follows properly reflect the Groups overall performance and the experience of its shareholders over the performance period. It will exercise the discretions reserved to it accordingly.
92 Rio Tinto 2012 Annual report
The Committee has also approved some changes to the way we measure health and safety performance in our short-term incentive plan (STIP) from 2013. These changes incorporate feedback from shareholders during our consultations in 2012. The weighting of the safety component will be increased from 17.5 per cent to 20 per cent of the overall STIP. Since 2007, the safety component has been increasingly based on leading indicators to drive safety performance. From 2013, in order to simplify further the STIP, performance for executives will be judged on safety outcomes rather than programmes to drive future performance. Further details of the changes are provided on page 97.
2012 performance and remuneration
The financial performance of the business generally exceeded targets set by the board at the beginning of 2012. The board was, however, deeply disappointed by the US$14.4 billion write-downs that we have taken in 2012, primarily in our aluminium and energy businesses. The individual STIP outcomes for 2012 are a direct reflection of these features, as detailed more fully in the report that follows.
The Committee has reviewed the base salary levels for Executive Committee members and, consistent with our stated policy, it has made adjustments taking into account the Groups and individual performance, as well as other factors that it considers relevant such as base salary budgets applying to the broader employee population.
The Committee has considered the Groups overall performance in the context of the LTIP awards that vested at the end of 2012 and has concluded that the vesting of awards based upon the achievement of TSR measures is justified.
2013 decisions
We announced in January that Tom Albanese and Doug Ritchie had stepped down by mutual agreement from their respective roles following the asset write-downs. The Committee determined that their performance in 2012 did not justify them receiving any STIP award. For other members of the Executive Committee, individual performance in 2012 as well as association with the asset write-downs were taken into account. Different levels of STIP award resulted from this, as detailed more fully in the report that follows.
The Committee reviewed in detail each component of the proposed remuneration package for the new chief executive, Sam Walsh, to ensure that an appropriate offer was made to him, focusing on aligning his potential reward with the aim of pursuing greater value for shareholders and increased discipline and accountability throughout the organisation. This approach was reflected in the remuneration packages determined by the Committee for Andrew Harding upon his promotion to become chief executive of the Iron Ore Group in Perth, and for Jean-Sébastien Jacques upon his promotion to the Executive Committee as chief executive of the Copper Group. Most recently, the Committee reviewed and determined each component of the remuneration package for Chris Lynch upon his appointment as chief financial officer, and for Hugo Bague upon his appointment as Group executive, Organisational Resources.
The Committee is mindful of the Groups renewed focus and discipline in delivering its strategy under Sam Walshs new leadership and will be taking this into account in shaping the future direction and focus of its short and long-term incentive arrangements for management.
We continue to ensure that the Company meets regulatory and legislative remuneration requirements specified by Australian and UK regulation and, as part of this, we held extensive meetings with shareholders and proxy advisory bodies in Australia and the UK during the year to describe and explain our remuneration policies and practices.
There have been major initiatives by both the UK and Australian governments to strengthen the role of owners in the determination of pay policy and practice. The new UK regulations are expected to be finalised in the first half of 2013. While the final shape of many of these proposals is yet to be definitively determined, the format of this report has been restructured in an attempt to capture the spirit of the UK Governments thinking, particularly with regard to the presentation of a separate Policy Report and an Implementation Report. As we said last year, our endeavour here is to explain what we pay our senior executives and why. Our remuneration structures fixed, short-term and long-term are described in the first section of the pages that follow (the Policy Report). The application of the policy described in the Policy Report to pay decisions during 2012 and 2013 is then described in the Implementation Report.
I am all too conscious of the fact that this report runs to 34 pages. We try to balance the need for a simple narrative of the years remuneration events with the appetite of many of our shareholders and our regulators for more detail. So, where we can, we use appendices for some of that detail so that the big picture can be observed without too much clutter. But, as always, we welcome your feedback on our report.
John Varley
Remuneration Committee chairman
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Remuneration Report
Remuneration Committee responsibilities
The Committees responsibilities are set out in its terms of reference which are available in the corporate governance section of the Rio Tinto website. The responsibilities of the Committee include:
The Committee considers the level of pay and conditions throughout the Group when determining executive remuneration and ensures that the same principles are used when designing the broader employee remuneration policies. The Committee is committed to ensuring that remuneration policy and practices reflect, to the extent practicable, corporate governance guidance on executive remuneration.
The members of the Committee are John Varley (chair), Jan du Plessis (appointed to the Committee on 7 February 2012), Mike Fitzpatrick, Richard Goodmanson and Paul Tellier.
The membership and meeting attendances are detailed in the corporate governance section on page 74. The Committee is supported by executives and members of senior management who regularly attend meetings to provide information as requested by the Committee. These included the chief executive, Hugo Bague (Group executive, Organisational Resources), John Beadle (global practice leader, Performance and Reward) and Ben Mathews (company secretary). None of the attendees mentioned above were present when matters associated with their own remuneration were considered.
How the Committee spent its time in 2012
During 2012, the Committee met nine times. It fulfilled its responsibilities as set out in its terms of reference. In particular, its work has included:
Most recently in 2013, the Committee reviewed and determined the terms of departure of Tom Albanese as chief executive and Doug Ritchie.
The Committee reviewed and determined the terms of appointment for Sam Walsh, as our new chief executive and for Andrew Harding and Jean-Sébastien Jacques as our new chief executives for Iron Ore and Copper respectively. In addition, the Committee reviewed and determined the terms of appointment for Chris Lynch as our new chief financial officer and for Hugo Bague upon his appointment as Group executive, Organisational Resources.
Independent advisers
The independent advisers engaged by and reporting to the Committee during 2012 were Deloitte LLP. During 2012 Deloitte LLP provided general and technical executive remuneration services. These services included benchmarking data, and advice about remuneration of employees other than key management personnel across the Group. Deloitte LLP was paid US$357,130 for these services.
As part of this engagement, Deloitte LLP provided remuneration recommendations to the Committee during 2012 (being advice relating to the elements of remuneration for the key management personnel, as defined under the Australian Corporations Act), including Committee meeting attendance, advice in relation to the proposed changes to the LTIPs and advice in relation to management proposals. Deloitte LLP was paid US$133,072 for these services.
To ensure that remuneration recommendations were made free from undue influence by key management personnel to whom they may relate, the Committee has established a Protocol for the engagement of and interaction with remuneration consultants and has monitored compliance with its requirements throughout 2012. Each remuneration recommendation was accompanied by a declaration from Deloitte LLP that the recommendation was made free from undue influence of key management personnel to whom it related. The board has received assurance from the Committee and is therefore satisfied that the remuneration recommendations received from Deloitte LLP were made free from undue influence by key management personnel to whom any of the remuneration recommendations related.
Deloitte LLP is a member of the Remuneration Consultants Group and, as such, voluntarily operates under the Code of Conduct in relation to executive remuneration consulting in the UK. The Code is based upon principles of transparency, integrity, objectivity, competence, due care and confidentiality by executive remuneration consultants. Deloitte LLP has confirmed that it adhered to the Code throughout 2012 for all remuneration services provided to Rio Tinto. It is available at www.remunerationconsultantsgroup.com.
The Committee is comfortable that Deloitte LLP, in providing remuneration advice to the Committee, does not have any connections with Rio Tinto that may impair its independence.
Deloitte LLP also provided various non-audit services to the Group during 2012 (including advice in relation to taxation, project management and consulting and advisory services), and was paid a total of US$33.9 million for these services.
Deloitte LLP is the only remuneration consultant which provided remuneration recommendations to the Committee during 2012. Other services and publications were received from a range of advisers, including Towers Watson and Mercer in relation to remuneration data and external validation of Total Shareholder Return (TSR) performance.
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About this Policy Report
Draft legislation was published by the UK Government during 2012, setting out the Governments proposals for reforming the reporting of, and voting on, executive remuneration by listed companies. The regulations are expected to be finalised in the first half of 2013, and Rio Tinto will be required to comply with these regulations in its 2013 annual report. If approved by the UK Parliament, the regulations require the directors to present to shareholders a Remuneration policy statement that is subject to a binding vote for the first time at the 2014 AGMs and at least every three years thereafter. This section of the report aims to align our communication with shareholders closer to the spirit of the draft proposals, and provides the essential narrative of our remuneration policy. The structure of the report will change next year to reflect the final regulations.
This report has been prepared in accordance with applicable legislation and corporate governance guidance in the UK and Australia. Australian legislation requires disclosures in respect of key management personnel, being those persons having authority and responsibility for planning, directing and controlling the activities of the Group. So the key management personnel are, in addition to the directors, the Executive Committee members. The Executive Committee comprises the executive directors, product group chief executive officers (PGCEOs) and Group executives. Throughout this report, the members of the Executive Committee are collectively referred to as executives. They are listed on page 100 which also shows the positions held during the year and dates of appointment.
In addition to executive remuneration, this report covers the remuneration of the chairman and the non-executive directors on page 113.
Our remuneration policies, principles and practices
Our first objective is to spend remuneration resource wisely in pursuit of the implementation of the Groups strategy. We want our pay policies to be regarded as fair by shareholders and employees alike. Although we have appropriate remuneration structures, the Committee preserves considerable discretions, enabling it, if it thinks fit, to override mechanistic outcomes.
Rio Tinto operates in global and local markets where it competes for a limited pool of talented executives. High-quality people, who are capable of achieving stretching performance targets, are essential to generating superior returns for the Group. Our compensation strategies aim to provide this support by enabling the Group to attract and retain people whose contribution will increase shareholder value.
We aim to engage our people over the long-term by fostering diversity, providing challenging work and development opportunities, and encouraging strong delivery by performance. This people strategy is underpinned by our values of respect, integrity, accountability and teamwork and our commitment to provide sustainable growth and development for both Rio Tinto and our employees.
Our remuneration policy is based on the principles of aligning remuneration outcomes with our strategy, and of encouraging strong delivery by employees by differentiating top performers, while achieving simplicity and transparency in the design and communication of remuneration arrangements. The remuneration strategy and the policies which support it, together with a description of how we believe they will help Rio Tinto achieve its vision, are set out below and in the executive remuneration structure table on pages 96 to 99.
Competitive, performance-related remuneration
We aim to provide competitive rewards that attract, retain and motivate executives of the high-calibre required to lead the Group while ensuring rewards remain appropriate and proportionate, both when compared to market practice and to remuneration arrangements for other employees in the Group.
Health and safety
We have a strong focus on health and safety in the STIP targets.
Long-term focus
Consistent with our strategy of investing in and operating large, long-term, low-cost mines and businesses, we seek to provide incentive plans that focus on longer-term performance.
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Remuneration Policy Report continued
Shareholder alignment
We reward executives for delivering shareholder value by using relative TSR as the measure for our LTIP.
When remuneration is delivered
The following chart provides a timeline of when total remuneration is delivered, using 2012 as an example.
Executive remuneration structure
The Committee seeks to achieve a remuneration mix which best reflects the long-term nature of the business. The total remuneration package is therefore designed to provide an appropriate balance between fixed and variable components with a focus on long-term variable pay. The remuneration structure for executives, including the relationship between each element of remuneration and Group performance, is summarised below. Further details on the key performance indicators used to assess Group performance are provided on page 8.
Provides the fixed element of the remuneration package.
Reflects an employees sustained contribution to the organisation.
96 Rio Tinto 2012 Annual report
Performance-related (At risk)
Focuses participants on achieving demanding annual performance goals, which are based on the Groups key performance indicators (KPIs), to create sustainable shareholder value.
We demand that sustainable business practices are adhered to, particularly in the context of safety.
The maximum annual bonus opportunity for outstanding performance under the STIP for executives is 200 per cent of base salary (if target performance is achieved, the bonus opportunity is up to 120 per cent of base salary for executive directors and up to 100 per cent of base salary for other executives).
50 per cent of the STIP is delivered in cash and 50 per cent is delivered in deferred shares under the Bonus Deferral Plan (BDP).
Threshold, target and outstanding performance levels are established for all STIP measures in order to drive high levels of business and individual performance. The STIP awards for achieving these performance levels are 50 per cent, 100 per cent and 200 per cent of the target STIP opportunity respectively. There is no award for below threshold performance.
The financial performance targets for the measures identified below are established through an annual planning process, where the product group and Group plans are reviewed and ultimately determined by the board. The central case or base plan delivers what the board considers to be target performance. Target performance is intended to be stretching. Probability factors are then applied based upon a range of potential operating and cost scenarios to establish the threshold and outstanding performance levels. These threshold (below target) and outstanding (above target) levels are determined by the Committee at the beginning of each performance year.
The following measures and weightings were used to determine STIP payments for executives in 2012:
(a) For 2012 Sam Walsh was considered a PGCEO with regard to STIP performance measures.
From 2013, the health and safety component of the STIP will be increased to 20 per cent and the financial measures will be reduced to 50 per cent.
The health and safety score for executives is capped at 100 per cent (out of a maximum of 200 per cent) if there is a fatality in their area of accountability. The extent of the final impact of any fatalities on the STIP score for executives is based on a judgment process that assesses the impact of leadership, individual behaviour and systems in the incident. An additional adjustment may also be made to the STIP score for executives for severe permanent disability injuries.
The Committee selected the financial measures because they are KPIs used in managing the business. In measuring performance against the annual plan, the original plan is flexed to exclude the impact of uncontrollable fluctuations in exchange rates, quoted metal prices and other prices. Earnings and cash flow results are therefore compared against equally weighted flexed and unflexed targets.
In 2013, there will be a specific focus for executives on management of our cost base within our STIP.
Ensure ongoing alignment between executives and shareholders through deferral of STIP into Rio Tinto shares.
50 per cent of the STIP is delivered in cash and 50 per cent delivered in deferred shares under the BDP.
The BDP vests in the December of the third year after the end of performance year to which they relate.
Simple structure to align executive reward with shareholders returns and operational performance over a truly long-term horizon.
Award levels are set to incentivise executives to meet the long-term strategic goals of the Group, to provide retention for the executive team and to contribute towards the competitiveness of the overall remuneration package.
TSR rewards the deliver of superior returns to shareholders over the long term.
A resolution to approve the rules of the new PSP is being submitted to shareholders for approval at the 2013 annual general meetings. Further detailed information about the new PSP is provided in the notices of the 2013 annual general meetings. In the event of any variation between the summary below and the new PSP rules, the PSP rules will apply.
As discussed with shareholders during the consultation process, awards under the new PSP will have a maximum face value of 438 per cent of base salary, which is unchanged from the maximum value available under the current PSP framework.
The awards have been calculated independently by our consultants (Towers Watson and Deloitte LLP) to have an expected value of approximately 50 per cent of the face value. This compares with an expected value of approximately 65 per cent of the face value under the current PSP. Expected value is face value, adjusted for the probability of the performance target being met.
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Performance Share Plan (PSP) (2013 onwards) continued
Previous long-term incentive structure
Subject to approval from shareholders at the annual general meetings, from 2013 onwards, long-term incentive awards will be made solely under the proposed PSP as set out in the table above.
In 2012 and prior years, awards were made in the form of options under the Share Option Plan (SOP) and/or performance shares under the PSP. This section summarises the key features of the awards which were made in 2012.
Executives were able to express a preference regarding the mix of their long-term incentive opportunity.
Before awards vest, the Committee must also satisfy itself that TSR performance is an appropriate reflection of the underlying performance of the business and/or the health of the Group. The Committee may therefore adjust vesting accordingly.
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Share Option Plan (SOP)
(pre-2013)
Performance Share Plan (PSP)
50 per cent: the HSBC Global Mining Index
50 per cent: the Morgan Stanley Capital World Index (MSCI)
Performance evaluation process for executives
Rio Tinto conducts an annual performance evaluation process for all of its executives. In the case of members of the Executive Committee, the chief executive conducts the review. In the case of the chief executive, a performance review is conducted by the chairman of the board who makes recommendations for decision by the Remuneration Committee.
The key objectives of the performance evaluation process are to:
Individual objectives for members of the Executive Committee are proposed by the chief executive and reported to the Remuneration Committee at the beginning of the year. Annual performance reviews are completed early in the following year. Performance evaluations for each executive took place in accordance with the process described. Individual objectives and awards for 2012 for executives are set out in the tables on pages 102, 107 and 108.
Discretion
The Committee recognises the importance of ensuring that the outcomes of the Groups executive pay arrangements described in this Policy Report properly reflect the Groups overall performance and the experience of its shareholders over the performance period.
The Committee undertakes to its owners that it will exercise discretion diligently and in a manner that is aligned with our strategy to create long-term shareholder value. Accordingly, when reviewing the operation of short and long-term incentive plans and the outcome of awards made under these plans, the Committee will, when evaluating safety, financial, Group and individual performance, consider the overall shareholder experience during the performance period in question. It is the Committees intention that the mechanistic outcome of performance conditions relating to awards made under such plans will routinely be subject to review to avoid outcomes which could be seen as contrary to shareholders expectations. However, such discretion should not operate as an automatic override, and it must be exercised judiciously so as not to reduce the motivation of key executives.
To the extent that discretion is applied in any year, the Committee undertakes that this will be clearly explained and disclosed to shareholders. The discretion exercised in relation to 2012 remuneration is described in the Implementation Report.
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Executives service contracts
The executive directors have service contracts that can be terminated by either party with 12 months notice in writing, or immediately by paying the base salary only in lieu of any unexpired notice. The other executives have service contracts which can be terminated by the company with 12 months notice in writing and by the employee with six months notice in writing, or immediately by paying the base salary only in lieu of any unexpired notice. For Jacynthe Côté, the 12 months notice includes salary and target STIP opportunity, in line with typical market practice in Canada and her former Alcan Inc. contract.
Sam Walshs employment concludes, without the need for either party to give notice, on 31 December 2015. The Company may also terminate his employment for any reason on 31 December 2014, provided it gives notice of this decision by 31 October 2014. Chris Lynchs employment concludes, without the need for either party to give notice, on 28 February 2017. The Company may also terminate Chris Lynchs employment for any reason on 29 February 2016, provided it gives notice of this decision by 31 December 2015.
In the case of dismissal for cause, the Company can terminate employment without notice and without payment of any salary or compensation in lieu of notice. Deferred bonus shares and outstanding awards under the LTIP are forfeited in these circumstances.
If termination is a result of redundancy, the terms of the relevant policy may apply in the same way as for other local employees. In the case of involuntary termination, Jacynthe Côté may be eligible to receive 24 months salary and target STIP opportunity inclusive of notice in line with entitlements under her Alcan Inc. contract.
Position(s)
held during 2012
Chief executive,
Iron Ore and Australia
Group executive,
People & Organisation
The treatment of leavers, and the consequences of a change of control
The share plan rules govern entitlements that executive participants may have upon termination of employment.
Performance Share Plan (2013 onwards)
For grants made under the new PSP, awards will continue to the normal vesting date and remain subject to the performance conditions. If the executive leaves during the first 36 months from the date of grant, the award will be reduced pro rata to reflect the number of days worked, up to and including the date of termination, as a proportion of the first 36 months from the date of grant. In circumstances where the executive resigns or is dismissed for misconduct, or for any other reason that the Committee decides, the award will lapse.
Malus and clawback
The Committee has authority under the proposed PSP to reduce or cancel PSP awards in the event of gross misconduct, a materially adverse error in the Companys or a product groups financial statements, or exceptional events that have a materially detrimental impact on the value of any Group company. These are termed malus provisions, The Committee has also proposed clawback provisions, authorising it to recover the value of any shares which have vested under the new PSP (or a cash equivalent) on an individual basis, in the case of deliberate misconduct by a participant which has a material impact on the value or reputation of a Group company, or for any other reason that the directors decide in a particular case.
If an executive leaves, awards will lapse unless he is an eligible leaver, being an executive who leaves the Group, in general, by reason of ill-health, injury, disability, agreed retirement, redundancy, transfer of the undertaking in which the executive works, change of control of the executives employing company, or death. In addition, the Committee retains discretion to determine whether an executive is an eligible leaver.
If the executive is an eligible leaver, vested awards will lapse one year from the termination date and unvested awards will lapse one year from the vesting date. Unvested awards remain subject to the satisfaction of performance conditions. For awards made in 2012, if an executive leaves within 24 months of the date of grant, the award will be reduced pro-rata to reflect the number of months worked, as a proportion of the first 24 months from the date of grant.
Performance Share Plan (pre-2013)
If an executive leaves, awards will lapse unless he is an eligible leaver. If the executive is an eligible leaver, awards will continue to the normal vesting date and remain subject to the satisfaction of performance conditions. For awards made in 2012, if an executive leaves within 24 months of the date of grant, the award will be reduced pro-rata to reflect the number of months worked, as a proportion of the first 24 months from the date of grant.
Bonus Deferral Plan (BDP)
If an executive leaves, awards will lapse unless he is an eligible leaver. If the executive is an eligible leaver, awards will vest on the normal vesting date. Any dividend equivalent shares will be calculated on the vested shares.
Management Share Plan (MSP)
If an executive leaves, the awards will lapse unless he is an eligible leaver. If the executive is an eligible leaver, awards will vest on the termination date, unless the Committee decides that the awards will vest on the normal vesting date. The awards will be reduced pro-rata to reflect the proportion of the period between the date of grant and the normal vesting date which has not elapsed. Any dividend equivalent shares will be calculated on the vested shares.
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Shareholding policy for executives
The Group recognises the importance of aligning executives interests with those of shareholders and they are therefore expected to build up a meaningful shareholding. The Committee intends that executives should aim to reach, within five years of appointment, a holding equivalent in value to:
These were increased from the previous level of two times base salary as part of the changes to the Groups long-term incentive arrangements from 2013. The Committee expects that this shareholding will be built up by holding shares that vest under the LTIPs. Details of executives share interests in the Group are set out in Table 3 on page 118.
Complementary shareholding requirements will be introduced for senior management below the Executive Committee in 2013.
Share dealing policy
Executives and employee insiders are bound by the Rules for dealing in Rio Tinto securities which comply with the requirements of the ASX Listing Rules and are consistent with the UK Listing Authoritys Model Code. These rules are available on the Rio Tinto website. The rules apply fixed close periods before results announcements as well as other prohibited periods during which key management personnel and employee insiders are prohibited from trading Rio Tinto securities. Directors, other executives and employee insiders are required to certify that they do not hold any inside information when seeking clearance to deal in Rio Tinto securities. All employees subject to the rules receive regular training and information.
Executives and employee insiders are prohibited from engaging in hedging arrangements, dealing in derivatives or entering into other arrangements, including borrowing against share and performance share holdings which limit the economic risk related to Rio Tinto securities, including in relation to securities awarded under LTIPs.
Executives external and other appointments
Executives may be invited to become non-executive directors of other companies. It is Rio Tintos policy that such appointments can broaden the experience and knowledge of executives, to the benefit of the Group. This policy limits each executives external appointment to one FTSE100 company directorship or equivalent. Consequently, where there is no likelihood that such an appointment will give rise to a conflict of interest, the board will normally provide consent to the appointment. The executive is permitted to retain any fees earned.
In 2012, the following executive directors received fees from external appointments: Guy Elliott received US$212,147 (2011: US$219,918) and Sam Walsh received A$161,000 (2011: A$137,084).
Details of all board members and executives external appointments can be found on pages 83 to 84.
Company secretary remuneration
The executive remuneration policy applies to the company secretary of both Rio Tinto plc and Rio Tinto Limited. They may participate in the Groups incentive arrangements. The individual performance measures for the company secretaries STIP comprise Group and individual objectives. Their personal measures reflect the key responsibilities of the company secretarial role and include ensuring compliance with regulatory requirements, continual improvement of corporate governance practice and measures related to the provision of corporate secretarial services to the Group.
Chairman and non-executive directors remuneration
The Committee determines the terms of service, including remuneration, of the chairman. It is Rio Tintos policy that the chairman should be remunerated on a competitive basis and at a level which reflects his contribution to the Group, as assessed by the board. The chairman is not present at any discussion regarding his own remuneration.
The chairman receives a fixed annual fee and does not receive any additional fee or allowance either for committee membership or for overseas travel. He is provided with a car and driver for business purposes, and private healthcare. He is also covered under the Groups accident policy. These are disclosed as benefits in Table 1b on page 116. He does not participate in the Groups incentive plans or pension arrangements.
Non-executive directors
Fees paid to non-executive directors reflect their respective duties and responsibilities and the time required to be spent by them so as to make a meaningful and effective contribution to the affairs of Rio Tinto. Non-executive directors receive a fixed annual fee comprising a base fee, committee membership or committee chairmanship fees, as applicable, and allowances for attending meetings which involve medium or long distance air travel. Rio Tinto does not pay retirement or post-employment benefits to non-executive directors; neither do any of them participate in any of the Groups incentive plans. Where the payment of statutory minimum superannuation contributions for Australian non-executive directors is required by Australian superannuation law, these contributions are deducted from the directors overall fee entitlements. Non-executive directors are also covered under the Groups accident policy.
The fees payable to non-executive directors are subject to review by the Chairmans Committee. During 2011, the review took into account market and related developments. In light of Rio Tintos size, the complexity of its dual listed company structure and the resulting demands on directors as well as market developments, the base fee for non-executive directors was increased to £85,000 from 1 January 2012. Other fees were also increased, as indicated in the table on page 113, with effect from 1 January 2012, including allowances for overseas meetings involving long and medium distance flights. There have been no changes to the fees or allowances since that time.
Shareholding policy for non-executive directors
The board has adopted a policy whereby non-executive directors are encouraged to build up a shareholding within three years of their appointment equal in value to one years base fee. To help facilitate this, a non-executive directors share purchase plan has been established under which non-executive directors may elect to invest a proportion of their fees net of tax on a regular basis to acquire shares on the open market. Details of non-executive directors share interests in the Group are set out in Table 3 on page 118.
Letters of appointment
The chairmans letter of appointment stipulates his duties as chairman of the Group. His appointment may be terminated without liability on the part of Rio Tinto in accordance with the Groups constitutional documents dealing with retirement, disqualification from office or other vacation from office. Otherwise, his appointment may be terminated by giving 12 months notice. There are no provisions for compensation payable on termination of his appointment, other than if his appointment as chairman is terminated by reason of his removal as a director pursuant to a resolution of shareholders in general meeting.
Non-executive directors have formal letters of appointment setting out their duties and responsibilities. These letters are available for inspection at Rio Tinto plcs registered office, and at its annual general meeting. Each non-executive director is appointed by the board subject to their election and annual re-election by shareholders as detailed on page 73. Non-executive directors appointments may be terminated by giving three months notice. There are no provisions for compensation payable on termination of their appointment.
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About this Remuneration Implementation Report
If the draft legislation published by the UK Government in 2012 is approved, an Implementation Report will be presented to shareholders for approval for the first time in 2014. This report aims to bring our disclosure closer to the spirit of the draft proposals by outlining how our remuneration policy was implemented in 2012 and how it is intended to be operated in 2013. For example, we have used the actual value of LTIP awards that vested in the remuneration tables that follow. We have also referred to the face value of awards proposed to be made in 2013 and the maximum potential value of PSP awards granted in 2012. This disclosure is provided in detail for each executive. However, the structure of the report will change next year to reflect the final regulations.
All remuneration numbers are shown gross of tax and in the relevant currency.
Sam Walsh (executive director and chief executive Iron Ore and Australia)
Base salary
The Committee has increased Sams base salary by 14.9 per cent with effect from 17 January 2013 to reflect Sams appointment as chief executive.
Salaries are normally reviewed on 1 March.
STIP objectives for 2012
In addition to the health, safety and financial measures summarised in the executive remuneration structure table on page 97, the following individual objectives were set for 2012:
STIP outcomes for 2012
The following table summarises the outcomes for each objective.
The Committee, with input from the chairman of the board, assessed Sams performance against his individual objectives as 140 per cent (out of 200 per cent) for his individual contribution to the business during the year.
As a result, Sam received a STIP award of 108.3 per cent of target, equivalent to 130 per cent of base salary, 50 per cent to be delivered in cash in March 2013, and the remainder to be delivered in deferred shares, vesting in December 2015.
LTIP award granted in 2012
As reported last year, the maximum potential value of the award is 438 per cent of base salary. The eventual value of the award will depend on the Groups relative TSR performance during the years 2012-2015.
LTIP award for 2013
Subject to shareholder approval of the proposed new PSP, Sams PSP award in 2013 will have a face value of 420 per cent of base salary. Half of the award may vest after four years in 2017, and half the award may vest after five years in 2018, subject to the Groups performance against its relative TSR and the relative EBIT margin measures.
LTIP outcome for the period ended 31 December 2012
The performance shares under the PSP awarded in 2009 had a four-year performance period that ended on 31 December 2012. This award partially vested at 92.5 per cent (61.7 per cent of maximum) and Sam received 29,861 shares on 20 February 2013. He also received a cash payment of A$109,079 equal to the aggregate net dividends that would have been paid on the vested shares. No dividends are paid on the shares that lapsed.
Share options under the SOP granted in 2010 had a performance period that ended on 31 December 2012. This award has vested in full. Sam has an option over 83,763 shares at a price of A$76.15 per share. The market price of Rio Tinto Limited shares at 19 February 2013, being the latest practicable date before the date of publication of this report, was A$70.51. These options can be exercised from 22 March 2013. Further details of the awards vesting in 2013 and in prior years are provided on pages 111 and 120.
Shareholding
At 19 February 2013, the value of Sams shareholding was 1.74 times his current base salary.
Superannuation
Sams target defined benefit superannuation at age 62 was a lump sum multiple of 4.05 times final basic salary, being 20 per cent for each year and proportionate month of service with the Company, provided through an employer funded superannuation plan as provided to other Australian based employees. In line with other Australian based employees with defined benefit provision who remain in service beyond age 62, Sams benefit will be calculated as the greater of:
In line with typical market practice in Australia, Sam receives an additional Company contribution on a defined contribution basis of 20 per cent of the lesser of:
The accrued lump sum benefit as at 31 December 2012 was A$6,836,000 (31 December 2011: A$6,245,000). The additional Company contribution for 2012 was A$64,000 (2011: A$59,000). Further details are set out in table 2 on page 117.
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Sam will receive relocation costs between Perth and London. He is also eligible for a housing allowance during his secondment.
Sam will be eligible to receive the value of unused annual leave and long service leave at the conclusion of his employment in accordance with applicable Australian legislation; the value of this leave as at 17 January 2013 was A$1,231,318 and A$1,513,967 respectively.
Total remuneration
The table below provides a summary of actual remuneration in respect of 2010, 2011 and 2012 stated in Australian dollars, prior to Sams appointment as chief executive. This is in addition to statutory disclosure requirements set out in Table 1a on page 114. The purpose of this table is to enable shareholders better to understand the actual remuneration received and to provide an overview of the actual outcomes of the Groups remuneration arrangements. The remuneration details set out in table 1a on pages 114 and 115, include theoretical accounting values relating to various parts of the remuneration packages, most notably LTIP arrangements. Accordingly, the numbers below are not directly comparable with those in table 1a on page 114.
Percentage change in total remuneration (2012 versus 2011; 2011 versus 2010)
Percentage of total remuneration provided as performance related pay (STIP and LTIP)
Percentage of total remuneration provided as non-performance related pay (Base salary, Pension & Other benefits)
Percentage of maximum STIP awarded(f)
Percentage of maximum STIP forfeited
Percentage of target STIP awarded
The graphs below show the potential value of the 2013 remuneration package at below threshold, threshold, target and outstanding performance levels together with the proportion of the package delivered through fixed and variable remuneration. The values have been calculated based on the proposed amendments to the LTIP in 2013.
The PSP, STIP-deferred shares and STIP-cash are all performance-related remuneration.
Potential value of 2013 remuneration package
Proportion of the 2013 remuneration package value delivered through fixed and variable remuneration
Guy Elliott (chief financial officer)
The Committee has determined that Guy would not receive a STIP award for 2012 in light of the impairment charges to the Group.
The Committee has determined that no LTIP award will be granted to Guy for 2013 in light of his forthcoming retirement.
LTIP outcomes for the period ended 31 December 2012.
The performance shares under the PSP awarded in 2009 had a four-year performance period that ended on 31 December 2012. This award partially vested at 92.5 per cent (61.7 per cent of maximum) and Guy is eligible to receive 33,062 shares from 18 February 2013. He also received a cash payment of £77,064, equal to the aggregate net dividends that would have been paid on the vested shares. No dividends are paid on the shares that lapsed.
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Remuneration Implementation Report continued
Share options under the SOP granted in 2010 had a performance period that ended on 31 December 2012. This award has vested in full. Guy has an option over 88,749 shares at a price of £37.05 per share. The market price of Rio Tinto plc shares at 19 February 2013 being the latest practicable date before the date of publication of this report was £37.14. These options can be exercised from 22 March 2013. Further details of the awards vesting in 2013 and in prior years are provided on pages 111 and 120.
At 19 February 2013, the value of Guys shareholding was 5.2 times his current base salary.
Pension
Guys target defined benefit pension is equal to 2.3 per cent of basic salary for each year of service with the Company to age 60, through funded and unfunded arrangements as provided to other UK based employees. The accrued pension as at 31 December 2012 was £547,000 per annum, (31 December 2011: £514,000 per annum). Further details are set out in table 2 on page 117.
The table below provides a summary of actual remuneration in respect of 2010, 2011 and 2012 stated in pounds sterling. This is in addition to statutory disclosure requirements set out in Table 1a on page 114. The purpose of this table is to enable shareholders better to understand the actual remuneration received and to provide an overview of the actual outcomes of the Groups remuneration arrangements. The remuneration details, set out in table 1a on pages 114 and 115, include theoretical accounting values relating to various parts of the remuneration packages, most notably LTIP arrangements. Accordingly, the numbers below are not directly comparable with those in table 1a on page 114.
The graphs below show the potential value of the 2013 remuneration package at below threshold, threshold, target and outstanding performance levels together with the proportion of the package delivered through fixed and variable remuneration.
The STIP-cash is performance related remuneration.
Retirement
Guy will retire on 31 December 2013.
During 2013, he will receive his contractual remuneration, including base pay, eligibility for STIP, benefits and pension contributions, until his retirement date. Any 2013 STIP award will be made in cash and paid in March 2014. Upon his retirement, good leaver treatment and pro-rating will apply to any outstanding LTIP awards in accordance with the Plan rules. In accordance with his contractual commitments, he will also be eligible for post-retirement medical insurance under the Rio Tinto Medical Expenses Plan, subject to the rules of the Plan.
Chris Lynch (chief financial officer-designate)
Chris Lynch will be on a standard Rio Tinto plc contract which includes a 12-month notice period. He will receive a remuneration package comprising a base salary of £800,000, target annual bonus opportunity of 120 per cent of base salary and a PSP award with a face value of 420 per cent of base salary in 2013. He will receive benefits including pension, medical insurance, relocation costs from Melbourne to London and transitional housing support.
104 Rio Tinto 2012 Annual report
Tom Albanese (former chief executive)
The Committee has determined that Tom will receive no STIP award for 2012. He will not receive a STIP award for 2013.
This award will lapse when Tom leaves the Group.
The Committee has determined that no LTIP award will be granted to Tom for 2013.
The performance shares under the PSP awarded in 2009 had a four-year performance period that ended on 31 December 2012. This award partially vested at 92.5 per cent (61.7 per cent of maximum) and Tom received 44,417 shares on 19 February 2013. He also received a cash payment of £103,531, equal to the aggregate net dividends that would have been paid on the vested shares. No dividends are paid on the shares that lapsed.
Share options under the SOP granted in 2010 had a performance period that ended on 31 December 2012. This award has vested in full. Tom has an option over 119,230 shares at a price of £37.05 per share. The market price of Rio Tinto plc shares at 19 February 2013, being the latest practicable date before the date of publication of this report, was £37.14. These options can be exercised from 22 March 2013. Further details of the awards vesting in 2013 and in prior years are provided on pages 111 and 120.
All further outstanding, unvested LTIP awards will lapse when Tom leaves the Group.
Toms target defined benefit pension is equal to two-thirds of basic salary at age 60, through funded and unfunded arrangements as provided to other UK-based employees. This is inclusive of benefits accrued in the US. The accrued pension as at 31 December 2012 was £552,000 per annum, (31 December 2011: £476,000 per annum). Further details are set out in table 2 on page 117.
The table below provides a summary of actual remuneration in respect of 2010, 2011 and 2012 stated in pounds sterling. This is in addition to statutory disclosure requirements set out in Table 1a on page 114. The purpose of this table is to enable shareholders better to understand the actual remuneration received and to provide an overview of the actual outcomes of the Groups remuneration arrangements. The remuneration details set out in table 1a on pages 114 and 115 include theoretical accounting values relating to various parts of the remuneration packages, most notably LTIP arrangements. Accordingly, the numbers below are not directly comparable with those in table 1a on page 114.
Percentage change in total remuneration(2012 versus 2011; 2011 versus 2010)
Percentage of total remunerationprovided as performance related pay (STIP and LTIP)
Termination
Tom leaves the Group on 16 July 2013. Until this date, he will receive his base salary, benefits and pension contributions. Tom will return to the US prior to his termination date, and be eligible to receive post-retirement medical coverage in the US for himself and his spouse, in line with contractual commitments.
He received his 2009 performance share and the 2010 share option awards, both of which vested prior to his termination date in accordance with the plan rules, as indicated in this report. He will also be able to exercise any vested but unexercised share options up to his termination date.
Tom will not receive a STIP award for either 2012 or 2013, nor an LTIP award in 2013. When he leaves the Group, all outstanding but unvested LTIP and BDP awards earned in previous years will lapse and be forfeited.
No termination payments will be made to Tom Albanese.
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What we paid our other Executive Committee members and why
The base salary increase for Debra Valentine was in line with the 2013 salary budgets applying to the broader Rio Tinto employee population in the UK and US. The increases for Andrew Harding and Hugo Bague reflect their appointments as chief executive Iron Ore and Group executive, Organisational Resources respectively.
STIP objectives and outcomes for 2012
A summary of the assessed score against achievement of financial, health and safety and individual objectives by executive is set out in the table on pages 107 and 108.
These assessments were undertaken against specific individual targets (for the Group or a product group, as appropriate), set at the start of the year. The Committee also exercised discretion to reduce some payouts from a purely formulaic assessment, in order to appropriately reflect overall performance in the year, as indicated in the table. As a result, 2012 STIP payouts for the executives range from 0 per cent to 113.9 per cent of target. Half of the bonus is delivered in cash and half in the form of deferred shares.
LTIP awards granted in 2012
The maximum potential value of PSP awards granted in 2012 is 438 per cent of base salary. The eventual value of the award will depend on the Groups relative TSR performance during the years 2012-2015.
LTIP awards for 2013
Subject to shareholder approval of the proposed new PSP, the Committee has decided that the PSP awards in 2013 will have a face value of awards as shown in the table opposite. Half of the award will vest after four years in 2017, and half the award will vest after five years in 2018, subject to the Groups performance against its relative TSR and the relative EBIT margin measures.
The average face value of awards made to Executive Committee members is 380 per cent of base salary.
Note that in all cases, this maximum value available to Executive Committee members is lower than the maximum value available through grants made under the current PSP in 2012, of 438 per cent of base salary.
LTIP outcomes for the period ended 31 December 2012
The performance shares under the PSP awarded in 2009 had a four-year performance period that ended on 31 December 2012. These awards partially vested at 92.5 per cent (61.7 per cent of maximum).
PSP awards were only made to employees who were executive directors or PGCEOs in 2009 (Tom Albanese, Preston Chiaro, Bret Clayton, Jacynthe Côté, Guy Elliott and Sam Walsh). Other executives were awarded only Management Share Plan (MSP) and SOP grants in 2009.
Share options under the SOP granted in 2010 had a performance period that ended on 31 December 2012. These awards vested in full. Options can be exercised from 22 March 2013.
Further details of the LTIP outcomes for the period ended 31 December 2012 and in prior years are provided on pages 111 and 120.
Post-employment benefits
Executives may participate in pension, superannuation and post-employment medical benefits offered to the broader employee population in similar locations.
Doug Ritchie leaves the Company on 16 July 2013. Until this date he will receive base pay, benefits and superannuation contributions. He will not receive an increase on his base salary of A$967,000 for 2013. Neither will he receive a STIP award either for 2012 or 2013, nor an LTIP award for 2013.
He received his 2010 SOP award, which vested prior to his termination date in accordance with the SOP rules. He will also be able to exercise any vested but unexercised SOP awards up to his termination date. When he leaves the Group, all outstanding unvested LTIP and BDP awards earned in previous years will lapse and be forfeited. Save for the statutory payment of outstanding annual leave and long service leave, no termination payments will be made to Doug Ritchie.
106 Rio Tinto 2012 Annual report
Develop a human capital planning framework that enables greater flexibility for developing talent across all levels of the organisation and enables each business to focus human capital investments where they matter the most
Demonstrate progress against Group diversity targets
Improve employee engagement though delivering on agreed actions
Support leadership development in emerging regions and executive succession planning and development
(a) The health and safety score was reduced from 120 to 100 per cent of target due to fatalities.
Increase the effectiveness of project development and implementation capabilities
Delivery of new technologies to the product groups at commercial scale
Implement changes resulting from a review of the T&I organisation and improve engagement and partner relations
Support our people strategy by building capability, diversity, engagement and leadership
(a) The Committee decided that the STIP outcome be reduced by 50 per cent in light of the impairment in the Coal business resulting in a final weighted score of 49.6 per cent of base salary.
Continue to drive sustainable cost reductions, EBITDA margins through business improvement, asset sales and closures where appropriate
Continue to reduce carbon footprint
Delivery of projects, particularly Yarwun 2 commissioning, according to targets
Protect the pipeline of growth projects while maintaining flexibility with timelines
(a) The health and safety score was reduced from 112 to 75 per cent of target due to a fatality.
(b) The Committee decided that the STIP outcome be reduced by 75 per cent in light of the impairment in the Aluminium business resulting in a final award of 21.6 per cent of base salary.
Deliver business value and engage people through implementation of the business improvement programme based on lean principles
Communicate the Diamonds & Minerals business strategy and engage people though the development and delivery of the product group identity and culture
Progress portfolio of major growth projects in a safe, timely and cost-effective manner while identifying and progressing M&A opportunities
Outline initial thoughts on a strategy to address current critical issues across Diamonds & Minerals
Demonstrate leadership and build credibility within Diamonds & Minerals, gearing for long-term success in the role
(a) Scores relate to the period 1 September 2012 31 December 2012.
Ensure appropriate resources, structure and support to deliver sustainable value in key strategic locations
Provide the leadership, resources and support to deliver Oyu Tolgoi to first ore, transition to operations and preparedness for first commercial production
Continue to pursue growth opportunities and meet studies targets for La Granja and Resolution
Deliver sustainable improvement in safety and productivity and provide focused leadership in process safety and underground safety for the Group
(a) The health and safety score was reduced from 133 to 100 per cent of target due to a fatality.
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Outline initial thoughts on a strategy to address current critical issues across Energy
Demonstrate leadership and build credibility within Energy, gearing for long-term success in the role
Total (% of salary out of 200%)
(a) Scores are pro-rated for the period while chief executive Diamonds & Minerals (1 January 2012 31 August 2012) and for the period while chief executive Energy (1 September 2012 31 December 2012).
Improve operational efficiency of the Legal and External Affairs function in accordance with support strategy review targets
Establish new Human Rights framework to link existing initiatives and internal controls
Provide support on key strategic projects and investment opportunities
Continue focus on developing relationships with key external stakeholders across key countries
Implement cyber security strategy to protect high-value technology, assets and information and protect the value of technology projects through patents and licences where appropriate
The tables below provide a summary of actual remuneration in respect of 2011 and 2012 stated in the currency of payment. This is in addition to statutory disclosure requirements set out in Table 1a on page 114. The purpose of this table is to enable shareholders to better understand the actual remuneration received by executives and to provide an overview of the actual outcomes of the Groups remuneration arrangements. The remuneration details, set out in table 1a on pages 114 and 115, include theoretical accounting values relating to various parts of the remuneration packages, most notably LTIP arrangements.
Base salary paid(a)
STIP payment cash
STIP payment deferred shares(b)
Total short-term pay
Value of LTIP awards vesting(c)
Pension or superannuation(d)
Other benefits(e)
Percentage change in total remuneration (2012 versus 2011)
108 Rio Tinto 2012 Annual report
Percentage of total remuneration provided as non-performance related pay (Base salary, Pension & Other)
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The table below shows the potential minimum and maximum value of the 2013 remuneration package and the threshold, target and maximum value of the 2013 STIP and LTIP awards. The values have been calculated based on the proposed amendments to the LTIP in 2013.
Remuneration mix
The graphs below show the proportion of the package delivered through fixed and variable remuneration. The values have been calculated based on the proposed amendments to the LTIP in 2013. The PSP, STIP deferred shares and STIP cash are all performance related remuneration.
110 Rio Tinto 2012 Annual report
Remuneration Report appendix
Long-term incentives vesting outcomes for the period ended 31 December 2012
2009 PSP awards (four-year performance period)
A group of eight comparator companies was used to assess Rio Tintos relative TSR performance, which is the performance measure used to determine the vesting of awards made under the 2009 PSP. For PSP awards made from and including 2010, two indices are used for assessing Rio Tintos relative TSR performance as detailed in the table on page 112. The Committee is recommending the inclusion of a relative EBIT margin measure for awards to be granted from 2013 representing one-third of the total potential value of the overall award.
PSP awards were only made to executive directors and PGCEOs in 2009 (Tom Albanese, Preston Chiaro, Bret Clayton, Jacynthe Côté, Guy Elliott and Sam Walsh). Other executives were awarded only MSP and SOP grants in 2009 which vested respectively in January 2012 and March 2012.
Performance period
(4 years)
3rd (108.2 per cent TSR)
The 2008 average share price was abnormally inflated by the BHP Billiton bid. The Committee at that time used the average of the Rio Tinto share price over the three-month period commencing 12 February 2009 (as opposed to a 12-month period commencing 1 January 2008) for the purpose of calculating the opening share price for TSR performance over the performance period. It used the same period in relation to the PSP comparator companies. However, the usual 12-month methodology was used to calculate the ending share prices for TSR comparison purposes, for Rio Tinto and comparator companies. The usual conventions were also applied to set the levels of award based upon the prior year average share price which resulted in a significant reduction in shares awarded compared to the prior year. This approach was consistently adopted by the Committee for the 2009 SOP awards which vested in 2012.
The table below summarises the average vesting of performance shares for executive directors and PGCEOs over the five-year period 2009-2013.
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Remuneration Report appendix continued
2010 SOP awards (three-year performance period)
The HSBC Global Mining Index is used to assess Rio Tintos relative TSR performance which is the performance measure used to determine the vesting of awards made under the SOP.
SOP performance period that ended on 31 December 2012
Outperformance required for full vesting
The methodology used to calculate the starting share prices for TSR comparison purposes, for Rio Tinto and the index, was the 12-month average prior to the commencement of the performance period. The methodology used to calculate the ending share prices for TSR comparison purposes, for Rio Tinto and the index, was the last 12 months in the performance period. The usual conventions were also applied to set the number of options awarded, based upon the prior year average share price.
The table below summarises the average vesting of share options for executive directors and PGCEOs over the five-year period 2009-2013.
MSP awards
Although executives are not eligible to receive awards under the MSP, Alan Davies received grants prior to his appointment as PGCEO.
Debra Valentine received an MSP award when she joined the Group in 2008 which vested in January 2012.
Five-year TSR and relevant index TSR
Relative TSR is the single performance measure used to determine the vesting of awards made under the PSP and SOP prior to 2013. Rio Tintos TSR relative to the relevant index, or the comparator group in the case of the PSP, over the performance period has a direct impact on the levels of LTIP vesting.
The effect of this performance on shareholder wealth, as measured by TSR delivered during the relevant calendar year, is detailed in the table.
Share price
Rio Tinto plc pence
Rio Tinto Limited A$
per share
The graph below illustrates the TSR performance of the Group against the HSBC Global Mining Index and the MSCI over the past five years. These two indices are used to assess Rio Tintos relative TSR performance for awards made under the PSP from and including 2010. The HSBC Global Mining Index alone is used to determine the vesting of awards made under the SOP. The graph has been prepared in accordance with the requirements of Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and is not an indication of the likely vesting of awards granted under the PSP and SOP. The remuneration structure table on pages 97 to 99 provides further details of the performance conditions for the PSP and SOP.
112 Rio Tinto 2012 Annual report
What we paid our non-executive directors
Fees
The table below sets out the annual fees payable to the chairman and the non-executive directors.
Long distance(flights over 10 hours per journey)
Medium distance(flights of 5-10 hours per journey)
Details of each element of remuneration paid to the chairman and non-executive directors during 2012 are set out in Table 1b. No post-employment, long-term or termination payments were paid and no share-based payments were made. The total payments made to the chairman and non-executive directors in 2012 are within the maximum aggregate annual amount of £3 million set out in the Groups constitutional documents approved by shareholders at the 2009 annual general meetings.
Employee share plans
The primary focus of the MSP is to support the Groups ability to attract and retain key staff below executive level in an increasingly tight and competitive labour market. Executives are not eligible to participate in the MSP.
Retention of key individuals is also important given the long-term nature of the delivery of the business strategy. MSP awards are conditional awards not subject to a performance condition as they vest subject to continued employment, at the end of three years, and thus act as an effective retention tool. Shares to satisfy the awards are purchased in the market and no new shares are issued.
All employee share plans
Executives may participate in broad-based share and share option plans which are available to Group employees generally and for which performance conditions do not apply. These plans form part of standard remuneration practice whereby employees are offered participation in plans to encourage alignment with the long-term performance of the Group.
New global employee share plan
The Committee believes that all employees should be given the opportunity to become shareholders in our business. Following the approval received by shareholders in 2012 at the annual general meetings, the Committee implemented a new global employee share purchase plan in 2012. The new plan has been offered to all eligible employees across the world save for any local jurisdictional restrictions. Under the plan employees may acquire shares up to the value of US$5,000 per year, capped at ten per cent of base salary. Each share purchased will be matched by the Company providing the participant holds the shares, and remains employed, at the end of the three-year vesting period. The Committee believes the new plan will serve to engage, retain and motivate employees over the long term.
The participation rate following the initial launch of the Plan was approximately 25 per cent of the eligible employee population.
Dilution
Awards under the SOP, PSP and all employee Plans may be satisfied by treasury shares, the issue of new shares or the purchase of shares in the market. Currently, Rio Tinto plc satisfies these awards by the issue of new shares or the transfer of shares from treasury. Rio Tinto Limited satisfies these awards by the market purchase and delivery of shares to plan participants. Rio Tinto plc complies with applicable corporate governance guidelines in relation to the issue of new shares. All other share awards are satisfied by the use of shares which are purchased in the market. Further information in respect of the number of shares issued under plan arrangements can be found in note 45 to the financial statements.
Shareholder voting
The table below sets out the results of the resolutions to approve the Groups 2011 remuneration report at the 2012 AGMs.
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Table 1a Executives remuneration
Long-term benefits
Value of share based awards(f)
Other cash
based
benefits(c)
Non
monetary
benefits(d)
Total short-
term benefits(e)
Notes to Table 1a Executives remuneration
114 Rio Tinto 2012 Annual report
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Table 1b Non-executive directors remuneration
Notes to Table 1b Non-executive directors remuneration
116 Rio Tinto 2012 Annual report
Table 2 Directors pension entitlements (as at 31 December 2012)
Defined benefit pensions
At
31 Dec2011
31 Dec2012
Change
in accruedbenefits duringthe year ended31 Dec
in accruedbenefitnet ofinflation(a)
31 Dec
Defined contribution pensions
Notes to Table 2
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Table 3 Directors and executives beneficial interests in Rio Tinto shares
Notes to Table 3
118 Rio Tinto 2012 Annual report
Table 4 Executives with awards under long-term incentive plans 2012
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Table 4 Executives with awards under long-term incentive plans 2012 continued
120 Rio Tinto 2012 Annual report
Notes to Table 4
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Table 5 Executives holding options to acquire Rio Tinto plc and Rio Tinto Limited shares 2012
122 Rio Tinto 2012 Annual report
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Table 5 Executives holding options to acquire Rio Tinto plc and Rio Tinto Limited shares 2012 continued
Notes to Table 5
124 Rio Tinto 2012 Annual report
Value of optionsexercised
during 2012
% of
2012 totalremunerationthat consistsof options
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Audited information
Under Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, the information included in respect of the non-executive directors and the directors short-term employee benefits and termination benefits in Tables 1a and 1b, and the information included in respect of the directors accrued benefits, transfer values and defined contribution pension in Table 2, Table 4 and Table 5 are all auditable. The Australian Securities and Investments Commission issued an order dated 22 December 2010 (as amended on 17 February 2012) under which the Remuneration report must be prepared and audited in accordance with the requirements of the Corporations Act 2001 applied on the basis of certain modifications set out in the order (as detailed on page 223). The information provided in this Remuneration report has been audited as required by section 308(3C) of the Corporations Act.
Going concern
The directors, having made appropriate enquiries, have satisfied themselves that no material uncertainties that cast significant doubt about the ability of the Companies and the Group to continue as a going concern have been identified, and they have a reasonable expectation that the Group has adequate financial resources to continue in operational existence for the foreseeable future. Therefore, these financial statements have been prepared on a going concern basis.
Annual general meetings
The 2013 annual general meetings will be held on 18 April in London and 9 May in Sydney. Separate notices of the 2013 annual general meetings are produced for the shareholders of each Company. The Directors report is made in accordance with a resolution of the board.
126 Rio Tinto 2012 Annual report
Shareholder information
The Rio Tinto Group consists of Rio Tinto plc, which is registered in England and Wales under company number 719885, and is listed on the London Stock Exchange, and Rio Tinto Limited, which is registered in Australia under ABN 96 004 458 404, and is listed on the Australian Securities Exchange. Rio Tinto is headquartered in London and has executive offices in Melbourne.
Rio Tinto plc and Rio Tinto Limited operate together and are referred to in this report as Rio Tinto, the Rio Tinto Group or, more simply, the Group. These collective expressions are used for convenience only, since both Companies, and the individual companies in which they directly or indirectly own investments, are separate and distinct legal entities.
Limited, plc, Pty, Inc., Limitada, L.L.C., A.S. or SA have generally been omitted from Group company names, except to distinguish between Rio Tinto plc and Rio Tinto Limited. Financial data in US dollars (US$) is derived from, and should be read in conjunction with, the 2012 financial statements. In general, financial data in pounds sterling (£) and Australian dollars (A$) have been translated from the consolidated financial statements and have been provided solely for convenience; exceptions arise where data can be extracted directly from source records. Certain key information has been provided in all three currencies in the 2012 financial statements.
Rio Tinto plc was incorporated on 30 March 1962 (then called The Rio Tinto-Zinc Corporation Limited (RTZ)) and was formed by the merger of The Rio Tinto Company and The Consolidated Zinc Corporation. The Rio Tinto Company was incorporated in 1873 to reopen ancient copper workings in Spain. The Consolidated Zinc Corporations origins trace back to the Australian mining industry in the early twentieth century. Operating out of Broken Hill in New South Wales, it came to prominence with the mining of silver, lead and zinc deposits and later expanded into lead and zinc smelting.
Rio Tinto Limited was incorporated on 17 December 1959 (then called The Rio Tinto Mining Company of Australia Limited) and in 1962 the Australian interests of Consolidated Zinc Corporation and the Rio Tinto Company Limited of the United Kingdom were merged to form Conzinc Riotinto of Australia Limited as a limited liability company under the laws of the State of Victoria, Australia. In 1980, Conzinc Riotinto of Australia Limited changed its name to CRA Limited.
Between 1962 and 1995, both RTZ and CRA discovered important mineral deposits, developed major mining projects and also grew through acquisition.
RTZ and CRA began operating in 1995 through a dual listed companies structure. In 1997, the RTZ Corporation became Rio Tinto plc and CRA Limited became Rio Tinto Limited, together known as the Rio Tinto Group.
In 2007, Rio Tinto completed an agreed takeover of the Canadian aluminium producer Alcan Inc.
In 1995, Rio Tinto shareholders approved the terms of the dual listed companies merger (the DLC structure) which was designed to place the shareholders of both Companies in substantially the same position as if they held shares in a single entity owning all of the assets of both Companies.
Following the approval of the DLC structure, both Companies entered into a DLC Merger Sharing Agreement (the Sharing Agreement) through which each Company agreed to ensure that the businesses of Rio Tinto plc and Rio Tinto Limited are managed together, to ensure that the boards of directors of each Company are the same, and to give effect to certain arrangements designed to provide shareholders of each Company with a common economic interest in the DLC structure.
In order to achieve this third objective, the Sharing Agreement provided for the ratio of dividend, voting and capital distribution rights attached to each Rio Tinto plc share and to each Rio Tinto Limited share to be fixed in an Equalisation Ratio which has remained unchanged at 1:1. The Sharing Agreement has provided for this ratio to be revised in special circumstances where, for example, certain modifications are made to the share capital of one Company, such as rights issues, bonus issues, share splits and share consolidations, but not to the share capital of the other. Outside these specified circumstances, the Equalisation Ratio can only be altered with the approval of shareholders under the Class Rights Action approval procedure described under Voting rights. In addition, any adjustments are required to be confirmed by the Groups external auditors.
Consistent with the creation of the DLC structure, directors of each Company seek to act in the best interests of Rio Tinto as a whole. The Class Rights Action approval procedure is intended to deal with instances where there may be a conflict of interest between the shareholders of each Company.
To ensure that the boards of both Companies are identical, resolutions to appoint or remove directors must be put to shareholders of both Companies as a joint electorate (as Joint Decisions as described under Voting rights). It is a requirement that a person can only be a director of one Company if that person is also a director of the other Company. So, for example, if a person was removed as a director of Rio Tinto plc, he or she would also cease to be a director of Rio Tinto Limited.
One consequence of the DLC merger is that Rio Tinto is subject to a wide range of laws, rules and regulatory review across multiple jurisdictions. Where these rules differ, Rio Tinto, as a Group, aims to comply with the strictest applicable level.
Dividend rights
The Sharing Agreement provides for dividends paid on Rio Tinto plc and Rio Tinto Limited shares to be equalised on a net cash basis, that is without taking into account any associated tax credits. Dividends are determined in US dollars and are then, except for ADR holders, translated and paid in sterling and Australian dollars. The Companies are also required to announce and pay their dividends and other distributions as close in time to each other as possible.
In the unlikely event that one Company did not have sufficient distributable reserves to pay the equalised dividend or the equalised capital distribution, it would be entitled to receive a top up payment from the other Company. The top up payment could be made as a dividend on the DLC Dividend Share, or by way of a contractual payment.
If the payment of an equalised dividend would contravene the law applicable to one of the Companies, then they may depart from the Equalisation Ratio. However, should such a departure occur, then the relevant Company will put aside reserves to be held for payment on the relevant shares at a later date.
Rio Tinto shareholders have no direct rights to enforce the dividend equalisation provisions of the Sharing Agreement.
The DLC Dividend Shares can also be utilised to provide the Group with flexibility for internal funds management by allowing dividends to be paid between the two parts of the Group. Such dividend payments are of no economic significance to the shareholders of either Company, as they will have no effect on the Groups overall resources.
Voting rights
In principle, the Sharing Agreement provides for the shareholders of Rio Tinto plc and Rio Tinto Limited to vote as a joint electorate on all matters which affect shareholders of both Companies in similar ways. These are referred to as Joint Decisions. Such Joint Decisions include the creation of new classes of share capital, the appointment or removal of directors and auditors and the receiving of the annual financial statements. All shareholder resolutions including Joint Decisions are voted on a poll.
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Shareholder information continued
The Sharing Agreement also provides for the protection of shareholders of each Company by requiring their separate approval for decisions that do not affect the shareholders of both Companies equally. Matters requiring this approval procedure are referred to as Class Rights Actions and are voted on a poll. For example, fundamental elements of the DLC merger cannot be changed unless approved separately by shareholders of both Companies under the Class Rights Action approval procedure.
Exceptions to these principles can arise in situations such as where legislation requires the separate approval of a decision by the appropriate majority of shareholders in one Company and approval of the matter by shareholders of the other Company is not required.
Where a matter has been expressly categorised as either a Joint Decision or a Class Rights Action, the directors do not have the power to change that categorisation. If a matter falls within both categories, it is treated as a Class Rights Action. In addition, the directors can determine that matters not expressly listed in either category should be put to shareholders for their approval under either procedure.
To facilitate the joint voting arrangements each Company has entered into shareholder voting agreements. Each Company has issued a Special Voting Share to a special purpose company held in trust by a common Trustee.
Rio Tinto plc has issued its Special Voting Share (RTP Special Voting Share) to RTL Shareholder SVC and Rio Tinto Limited has issued its Special Voting Share (RTL Special Voting Share) to RTP Shareholder SVC. The total number of votes cast on Joint Decisions by the shareholders of one Company are voted at the parallel meeting of the other Company. The role of these special purpose companies in achieving this is described below.
In exceptional circumstances, certain shareholders of the Companies can be excluded from voting at the respective Companys general meetings because they have acquired shares in one Company in excess of a given threshold without making an offer for all the shares in the other Company. If this should occur, the votes cast by these excluded shareholders will be disregarded.
Following the Companies general meetings the overall results of the voting are announced to the stock exchanges, to the media in the UK and Australia, and published on the Rio Tinto website.
At a Rio Tinto plc shareholders meeting at which a Joint Decision is considered, each Rio Tinto plc share carries one vote and the holder of its Special Voting Share has one vote for each vote cast by the public shareholders of Rio Tinto Limited. The holder of the Special Voting Share is required to vote strictly, and only, in accordance with the votes cast by public shareholders for and against the equivalent resolution at the parallel Rio Tinto Limited shareholders meeting.
The holders of Rio Tinto Limited ordinary shares do not actually hold any voting shares in Rio Tinto plc by virtue of their holding in Rio Tinto Limited and cannot enforce the voting arrangements relating to the Special Voting Share.
At a Rio Tinto Limited shareholders meeting at which a Joint Decision is considered, each Rio Tinto Limited share carries one vote and the holder of its Special Voting Share will have one vote for each vote cast by the public shareholders of Rio Tinto plc in their parallel meeting. The holder of the Special Voting Share is required to vote strictly, and only, in accordance with the votes cast for and against the equivalent resolution at the parallel Rio Tinto plc shareholders meeting.
The holders of Rio Tinto plc ordinary shares do not actually hold any voting shares in Rio Tinto Limited by virtue of their holding in Rio Tinto plc and cannot enforce the voting arrangements relating to the Special Voting Share.
Capital distribution rights
If either of the Companies goes into liquidation, the Sharing Agreement provides for a valuation to be made of the surplus assets of both Companies. If the surplus assets available for distribution by one Company on each of the shares held by its shareholders exceed the surplus assets available for distribution by the other Company on each of the shares held by its shareholders, then an equalising payment between the two Companies shall be made, to the extent permitted by applicable law, such that the amount available for distribution on each share held by shareholders of each Company conforms to the Equalisation Ratio. The objective is to ensure that the shareholders of both Companies have equivalent rights to the assets of the combined Group on a per share basis, taking account of the Equalisation Ratio.
The Sharing Agreement does not grant any enforceable rights to the shareholders of either Company upon liquidation of a Company.
Limitations on ownership of shares and merger obligations
The laws and regulations of the UK and Australia impose restrictions and obligations on persons who control interests in publicly listed companies in excess of defined thresholds that, under certain circumstances, include obligations to make a public offer for all of the outstanding issued shares of the relevant company. The threshold applicable to Rio Tinto plc under UK law and regulations is 30 per cent and to Rio Tinto Limited under Australian law and regulations is 20 per cent (on a stand alone basis or, taking into account only Rio Tinto plc interests, on a Joint Decision basis).
As part of the DLC merger, the Articles of Association of Rio Tinto plc and the Constitution of Rio Tinto Limited were amended with the intention of extending these laws and regulations to the combined enterprise and, in particular, to ensure that a person cannot exercise control over one Company without having made offers to the public shareholders of both Companies. It is consistent with the creation of the single economic enterprise, and the equal treatment of the two sets of shareholders, that these laws and regulations should operate in this way. The Articles of Association of Rio Tinto plc and the Constitution of Rio Tinto Limited impose restrictions on any person who controls, directly or indirectly, 20 per cent or more of the votes on a Joint Decision. If, however, such a person only has an interest in either Rio Tinto Limited or Rio Tinto plc, then the restrictions will only apply if they control, directly or indirectly, 30 per cent or more of the votes at that Companys general meetings.
If one of the thresholds specified above is breached then, subject to certain limited exceptions and notification by the relevant Company, such persons may not attend or vote at general meetings of the relevant Company, may not receive dividends or other distributions from the relevant Company, and may be divested of their interest by the directors of the relevant Company. These restrictions continue to apply until such persons have either made a public offer for all of the publicly held shares of the other Company, or have reduced their controlling interest below the thresholds specified, or have acquired through a permitted means at least 50 per cent of the publicly held shares of each Company.
These provisions are designed to ensure that offers for the publicly held shares of both Companies would be required to avoid the restrictions set out above, even if the interests which breach the thresholds are only held in one of the Companies. The directors do not have the discretion to exempt a person from the operation of these rules.
Under the Sharing Agreement, the Companies agree to co-operate to enforce the restrictions contained in their Articles of Association and Constitution.
128 Rio Tinto 2012 Annual report
Guarantees
In 1995, each Company entered into a Deed Poll Guarantee in favour of creditors of the other Company. Pursuant to the Deed Poll Guarantees, each Company guaranteed the contractual obligations of the other Company and the obligations of other persons which are guaranteed by the other Company, subject to certain limited exceptions. Beneficiaries under the Deed Poll Guarantees may make demands upon the guarantor thereunder without first having recourse to the Company or persons whose obligations are being guaranteed. The obligations of the guarantor under each Deed Poll Guarantee expire upon termination of the Sharing Agreement and under other limited circumstances, but only in respect of obligations arising after such termination and, in the case of other limited circumstances, the publication and expiry of due notice. The shareholders of the Companies cannot enforce the provisions of the Deed Poll Guarantees.
Rio Tinto plc
The principal market for Rio Tinto plc shares is the London Stock Exchange with the shares trading through the Stock Exchange Electronic Trading Service (SETS) system.
Rio Tinto plc shares are also listed on NYSE Euronext Brussels and its American depositary receipts are listed on the New York Stock Exchange. Rio Tinto plc delisted from NYSE Euronext Paris with effect from 23 February 2012.
As at 19 February 2013, there were 45,666 holders of record of Rio Tinto plcs shares. Of these holders, 364 had registered addresses in the US and held a total of 494,542 Rio Tinto plc shares, representing 0.03 per cent of the total number of Rio Tinto plc shares issued and outstanding as at such date. In addition, 110,519,168 Rio Tinto plc shares were registered in the name of a custodian account in London which represented 7.75 per cent of Rio Tinto plc shares issued and outstanding. These shares were represented by 110,519,168 Rio Tinto plc ADRs held of record by 400 ADR holders. In addition, certain accounts of record with registered addresses other than in the US hold shares, in whole or in part, beneficially for US persons.
Rio Tinto Limited shares are listed on the Australian Securities Exchange (ASX). The ASX is the principal trading market for Rio Tinto Limited shares. The ASX is a national stock exchange with an automated trading system.
As at 19 February 2013, there were 207,950 holders of record of Rio Tinto Limited shares. Of these holders, 302 had registered addresses in the US, representing approximately 0.04 per cent of the total number of Rio Tinto Limited shares issued and outstanding as of such date. In addition, nominee accounts of record with registered addresses other than in the US may hold Rio Tinto Limited shares, in whole or in part, beneficially for US persons.
Share distributions, stock split, rights, merger
Exchange of securities or other transactions
Other events or distributions affecting the ADSs or the deposited securities
Provide information about the depositarys right, if any, to collect fees and charges by offsetting them against dividends received and deposited securities
Compliance with foreign exchange control regulations or any law or regulation relating to foreign investment
The depositarys or its custodians compliance with applicable law, rule or regulation
Stock transfer or other taxes and other governmental charges
Cable, telex, facsimile and electronic transmission/delivery
Expenses of the depositary in connection with the conversion of foreign currency into US dollars (which are paid out of such foreign currency)
Any other charge payable by the depositary or its agents
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American depositary receipts (ADRs)
Rio Tinto plc has a sponsored ADR facility with JPMorgan Chase Bank NA (JPMorgan) under a Deposit Agreement, dated 13 July 1988, as amended on 11 June 1990, as further amended and restated on 15 February 1999, 18 February 2005 when JPMorgan became Rio Tinto plcs depositary and on 29 April 2010. The ADRs evidence Rio Tinto plc American Depositary Shares (ADS), each representing one ordinary share. The shares are registered with the US Securities and Exchange Commission (SEC), are listed on the NYSE and are traded under the symbol RIO.
Fees and charges payable by a holder of ADSs
In accordance with the terms of the Deposit Agreement, JPMorgan may charge holders of Rio Tinto ADSs, either directly or indirectly, fees or charges up to the amounts described in the table on the previous page.
Fees and payments made by the depositary to the issuer
JPMorgan has agreed to reimburse certain company expenses related to the Rio Tinto plc ADR programme and incurred by the Group in connection with the programme. The Group is entitled to receive US$1.05 million in respect of expenses incurred by the Group in connection with the ADR programme for the year ended 31 December 2012. JPMorgan did not pay any amount on the Groups behalf to third parties. JPMorgan also waived certain of its standard fees and expenses associated with the administration of the programme relating to routine programme maintenance, reporting, distribution of cash dividends, annual meeting services and report mailing services.
Under certain circumstances, including removal of JPMorgan as depositary or termination of the ADR programme by the Company, the Company is required to repay JPMorgan any amounts of administrative fees and expenses waived during the 12-month period prior to notice of removal or termination.
Share ownership
Under the UK Disclosure and Transparency Rules and the Australian Corporations Act, any shareholder of Rio Tinto plc with voting rights of three per cent or more, or any person with voting power of five per cent or more in Rio Tinto Limited, is required to provide the Companies with notice.
The shareholders who have provided such, or an equivalent, notice are:
Number of
shares
Percentage ofissued share
capital
As far as is known, Rio Tinto plc and Rio Tinto Limited are not directly or indirectly owned or controlled by another corporation or by any government or natural person. Rio Tinto is not aware of any arrangement which may result in a change in control. No shareholder possesses voting rights that differ from those attaching to Rio Tinto plcs and Rio Tinto Limiteds securities.
As of 19 February 2013, the total amount of the Groups voting securities owned by the directors in Rio Tinto plc was 191,930 ordinary shares of 10p each and in Rio Tinto Limited was 60,092 ordinary shares, in aggregate representing less than one per cent of the Groups total number of shares in issue.
Number of holdings less than
marketable parcel of A$500
130 Rio Tinto 2012 Annual report
In accordance with the ASX Listing Rules, below are the names of the 20 largest registered holders of Rio Tinto Limited shares and the number of shares and the percentage of issued capital each holds:
Percentage
of issued share capital
Large registered shareholders are nominees who hold securities on behalf of beneficial shareholders.
Both Companies have paid dividends on their shares every year since incorporation in 1962. The rights of Rio Tinto shareholders to receive dividends are explained under the description of the Dual listed companies structure on page 127.
Dividend policy
The aim of Rio Tintos progressive dividend policy is to increase the US dollar value of ordinary dividends over time. The rate of the total annual dividend, in US dollars, is determined taking into account the results for the past year and the outlook. Under Rio Tintos dividend policy, the interim dividend is set at one half of the total ordinary dividend for the previous year and the final ordinary dividend is expected to be at least equal to the previous interim dividend.
Dividend determination
The majority of the Groups sales are transacted in US dollars, making this the most reliable measure for the Groups global business performance. It is Rio Tintos main reporting currency and consequently the natural currency for dividend determination. Dividends determined in US dollars are translated at exchange rates prevailing two days prior to the announcement and are then declared payable in sterling by Rio Tinto plc and in Australian dollars by Rio Tinto Limited. On request, shareholders of Rio Tinto plc can elect to receive dividends in Australian dollars and shareholders of Rio Tinto Limited can elect to receive dividends in sterling. These dividend amounts are calculated by converting the declared dividend using currency exchange rates applicable five business days prior to the dividend payment date.
Shareholders who wish to receive their dividends in any other currencies should contact the Companies share registrars, who also offer payment services in other currencies, subject to a fee.
2012 dividends
The 2012 interim and final dividends were determined at 72.5 US cents and at 94.5 US cents per share respectively and the applicable conversion rates for the interim and final dividend were US$1.56160 and US$1.56610 to the pound sterling and US$1.05825 and US$1.03090 to the Australian dollar respectively. For those Rio Tinto plc shareholders who elected to receive their interim dividend in Australian dollars the applicable conversion rate was A$1.54975 and for Rio Tinto Limited shareholders who elected to receive their dividend in sterling the applicable conversion rate was £0.64527.
Final dividends of 60.34 pence or 91.67 Australian cents per share will be paid on 11 April 2013. For those Rio Tinto plc shareholders requesting the 2012 final dividend be paid in Australian dollars, those holders of Rio Tinto plc ADRs (each representing one share) and those Rio Tinto Limited shareholders requesting the 2012 final dividend be paid in pounds sterling, the applicable conversion rates will be announced on 4 April 2013.
The charts on the next page set out the amounts of interim and final dividends paid or payable on each share or ADR in respect of each financial year, but before deduction of any withholding tax.
These have been restated for the impact of the 2009 rights issues and the ADR ratio change.
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restated
Dividend reinvestment plan (DRP)
Rio Tinto offers a DRP to registered shareholders, which provides the opportunity to use cash dividends to purchase Rio Tinto shares in the market. Due to local legislation the DRP cannot be extended to shareholders in the US, Canada and certain other countries.
The following tables show, for the periods and dates indicated, certain information regarding the exchange rates for the pound sterling and Australian dollar, based on the Noon Buying Rates for pounds sterling and Australian dollars expressed in US dollars per £1.00 and per A$1.00.
Pounds sterling
Period
end
Average
rate
The following table shows share prices for the period indicated, the reported high and low middle market quotations, which represent an average of bid and asked prices, for Rio Tinto plcs shares on the London Stock Exchange based on the Daily Official List, the highest and lowest sale prices of the Rio Tinto plc ADRs as reported on the NYSE composite tape and the high and low closing sale prices of Rio Tinto Limited shares based upon information provided by the ASX. There is no established trading market in the US for Rio Tinto Limiteds shares.
132 Rio Tinto 2012 Annual report
Australian dollars
Articles of Association and Constitution
As explained on pages 127 to 128, under the terms of the DLC structure the shareholders of Rio Tinto plc and of Rio Tinto Limited entered into certain contractual arrangements which are designed to place the shareholders of both Companies in substantially the same position as if they held shares in a single entity which owned all of the assets of both Companies. Please refer to the section on Guarantees on page 129 for further information. Generally and as far as is permitted by the UK Companies Act and the Australian Corporations Act and ASX Listing Rules this principle is reflected in the Articles of Association of Rio Tinto plc and in the Constitution of Rio Tinto Limited. The summaries below include descriptions of material rights of the shareholders of both Rio Tinto plc and Rio Tinto Limited.
Objects
At the 2009 annual general meetings, shareholders of Rio Tinto plc and Rio Tinto Limited approved amendments to the constitutional documents whereby the object clauses were removed to allow the Companies to have the widest possible scope of activities.
Under Rio Tinto plcs Articles of Association a director may not vote in respect of any proposal in which he or any other person connected with him has any material interest other than by virtue of his interests in shares or debentures or other securities of or otherwise in or through the Company, except where resolutions:
Under Rio Tinto Limiteds Constitution, except where a director is constrained by Australian law, a director may be present at a meeting of the board while a matter in which the director has a material personal interest is being considered and may vote in respect of that matter.
The directors are empowered to exercise all the powers of the Companies to borrow money, to charge any property or business of the Companies or all or any of their uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the Companies or of any other person. The directors shall restrict the borrowings of Rio Tinto plc to the limitation that the aggregate amount of all moneys borrowed by the Company and its subsidiaries shall not exceed an amount equal to one and one half times the Companys share capital plus aggregate reserves unless sanctioned by an ordinary resolution of the Company.
Directors are not required to hold any shares of either Company by way of qualification. The Remuneration report on pages 100 to 101 provides information on shareholding policies relating to executive and non-executive directors. Please refer to Corporate Governance page 73 for information on appointment of directors.
Rights attaching to shares
Under English law, dividends on shares may only be paid out of profits available for distribution, as determined in accordance with generally accepted accounting principles and by the relevant law. Shareholders are entitled to receive such dividends as may be declared by the directors. The directors may also pay shareholders such interim dividends as appear to them to be justified by the financial position of the Group.
Any Rio Tinto plc dividend unclaimed after 12 years from the date the dividend was declared, or became due for payment, will be forfeited and returned to the Company. Any Rio Tinto Limited dividend unclaimed may be invested or otherwise used by the board for the benefit of the Company until claimed or otherwise disposed of according to Australian law.
Voting at any general meeting of shareholders on a resolution on which the holder of the Special Voting Share is entitled to vote shall be decided by a poll, and any other resolution shall be decided by a show of hands unless a poll has been duly demanded. On a show of hands, every shareholder who is present in person or by proxy or other duly authorised representative and is entitled to vote has one vote regardless of the number of shares held. The holder of the Special Voting Share is not entitled to vote on a show of hands. On a poll, every shareholder who is present in person or by proxy or other duly authorised representative and is entitled to vote has one vote for every ordinary share for which he or she is the holder and, in the case of Joint Decisions, the holder of the Special Voting Share has one vote for each vote cast by the shareholders at the parallel meeting of the other Companys shareholders.
A poll may be demanded by any of the following:
A proxy form will be treated as giving the proxy the authority to demand a poll, or to join others in demanding one.
The necessary quorum for a Rio Tinto plc general meeting is three members present (in person or by proxy or other duly authorised representative) and entitled to vote and for a Rio Tinto Limited general meeting is two members present in person or by proxy or other duly authorised representative.
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Matters are transacted at general meetings by the proposing and passing of resolutions:
The DLC Merger Sharing Agreement further classifies resolutions as Joint Decisions and Class Rights Actions as explained under Voting rights on page 133.
Annual general meetings must be convened with 21 days written notice for Rio Tinto plc and with 28 days notice for Rio Tinto Limited. Other meetings of Rio Tinto plc must be convened with 21 days written notice for the passing of a special resolution and with 14 days notice for any other resolution, depending on the nature of the business to be transacted. All meetings of Rio Tinto Limited require 28 days notice. In calculating the period of notice the days of delivery or receipt of the notice and the date of the meeting are not included. Among other things, the notice must specify the nature of the business to be transacted.
Variation of rights
If, at any time, the share capital is divided into different classes of shares, the rights attached to any class may be varied, subject to the provisions of the relevant legislation, with the consent in writing of holders of three fourths in value of the shares of that class or upon the adoption of an extraordinary resolution passed at a separate meeting of the holders of the shares of that class. At every such separate meeting, all of the provisions of the Articles of Association and Constitution relating to proceedings at a general meeting apply, except that the quorum for Rio Tinto plc should be two or more persons who hold or represent by proxy not less than one third in nominal value of the issued shares of the class.
Rights in a winding-up
Except as the shareholders have agreed or may otherwise agree, upon a winding-up, the balance of assets available for distribution:
is to be distributed among the holders of ordinary shares according to the amounts paid-up on the shares held by them. This distribution is generally to be made in cash. A liquidator may, however, upon the adoption of a special resolution of the shareholders, divide among the shareholders the whole or any part of the assets in kind.
The DLC Merger Sharing Agreement further sets out the rights of ordinary shareholders in a liquidation as explained on page 128.
Facility agreement
Rio Tinto Finance plc and Rio Tinto Finance Limited entered into a facility agreement on 12 November 2010 as borrowers with a syndicate of banks. The facility is guaranteed by Rio Tinto plc and Rio Tinto Limited. The facility comprises a US$6 billion multi-currency five-year revolving credit facility (including a US$ denominated same day access swingline facility). The funds made available under the Facility Agreement may be used for the general corporate purposes of the Group.
Advances under the revolving facility bear an interest rate per annum equal to the margin (which is dependent on the Groups long-term credit rating as determined by Moodys and Standard & Poors and the level of drawdown) plus LIBOR or EURIBOR (in relation to any euro loan) plus any mandatory cost.
The Facility Agreement contains no financial covenants.
At 31 December 2012, the facility was undrawn. Further details of the Groups credit facilities are set out in note 23 of the 2012 financial statements.
During the last quarter of 2012, the Group entered into bi-lateral bank facility agreements amounting to US$2 billion in aggregate. The facilities are denominated in US dollars and for a term of one year and extendable at the Groups option by a further 364 days. At 31 December 2012 the facility was undrawn. Any borrowings under each facility are at prevailing LIBOR rates plus an agreed margin dependent on the amount of drawdown and the credit rating of the group. The facility is not subject to financial covenants.
There are no UK foreign exchange controls or other restrictions on the import or export of capital or on the payment of dividends to non-resident holders of Rio Tinto plc shares or that affect the conduct of Rio Tinto plcs operations. The Bank of England, however, administers financial sanctions against specified targets related to certain regimes. There are no restrictions under Rio Tinto plcs Articles of Association or under UK law that limit the right of non-resident owners to hold or vote Rio Tinto plc shares.
Under current Australian legislation, the Reserve Bank of Australia does not restrict the import and export of funds and no permission is required for the movement of funds into or out of Australia, except that restrictions apply to certain financial transactions relating to specified individuals and entities associated with certain regimes.
The Department of Foreign Affairs and Trade has responsibility for the administration of restrictions relating to terrorists and their sponsors, and the former Iraqi regime.
Rio Tinto Limited may be required to deduct withholding tax from foreign remittances of dividends, to the extent that they are unfranked, and from payments of interest.
Acquisitions of interests in shares, voting power or certain other equity instruments in Australian companies by foreign interests are subject to review and approval by the Treasurer of the Commonwealth of Australia under the Foreign Acquisitions and Takeovers Act 1975 (the Takeovers Act). The Takeovers Act applies to any acquisition of 15 per cent or more of the outstanding shares of, or voting power in, an Australian company or to any transaction that results in one non-resident, or a group of associated non-residents, controlling 15 per cent or more of the shares of or voting power in, an Australian company. The Takeovers Act also applies to any transaction which results in a group of non-associated non-residents controlling 40 per cent or more of the shares of, or voting power in, an Australian company. Persons who are proposing such acquisitions or transactions are required to notify the Treasurer of their intention. The Treasurer has the power to order divestment in cases where such acquisitions or transactions have already occurred. The Takeovers Act does not affect the rights of owners whose interests are held in compliance with the legislation.
Limitations on voting and shareholding
Except for the provisions of the Takeovers Act 1975 there are no limitations imposed by law, Rio Tinto plcs Articles of Association or Rio Tinto Limiteds Constitution, on the rights of non-residents or foreign persons to hold or vote the Groups ordinary shares or ADSs that would not apply generally to all shareholders.
134 Rio Tinto 2012 Annual report
UK resident individuals shareholdings in Rio Tinto plc
Taxation of dividends
Dividends carry a tax credit equal to one ninth of the dividend. Individuals who are liable to income tax at the basic rate will have no further tax to pay. Higher rate tax payers are liable to tax on UK dividends at 32.5 per cent, which after taking account of the tax credit produces an effective tax liability of 25 per cent of the dividend received. Additional rate tax payers are liable to tax on UK dividends at 42.5 per cent until 5 April 2013 and 37.5 per cent thereafter, which after taking account of the tax credit produces an effective tax liability of 36.1 per cent of any dividend received up to 5 April 2013 and 30.5 per cent thereafter.
The taxation effect of participation in the DRP will depend on individual circumstances. Shareholders will generally be liable to tax on dividends reinvested in the DRP on the same basis as if they had received the cash and arranged the investment. The dividend should, therefore, be included in the annual tax return.
The shares acquired should be added to shareholdings at the date and at the net cost shown on the share purchase advice. The actual cost of the shares for Rio Tinto plc shareholders, including the stamp duty/stamp duty reserve tax and brokers commission, will form the base cost for capital gains tax purposes.
Capital gains tax
Shareholders who have any queries on capital gains tax issues are advised to consult their financial adviser.
Details of relevant events since 31 March 1982 and adjusted values for Rio Tinto plc securities as at that date are available on the Groups website.
Australian resident individuals shareholdings in Rio Tinto Limited
The basis of the Australian dividend imputation system is that when Australian resident shareholders receive dividends from Rio Tinto Limited they may be entitled to a credit for the Australian tax paid by the Group in respect of that income, depending on the tax status of the shareholder.
The application of the system results in the Australian tax paid by the Group being allocated to shareholders by way of franking credits attaching to the dividends they receive. Such dividends are known as franked dividends. A dividend may be partly or fully franked. The current Rio Tinto Limited dividend is fully franked and the franking credits attached to the dividend are shown in the distribution statement provided to shareholders.
The extent to which a company can frank a dividend depends on the credit balance in its franking account. Credits to this account can arise in a number of ways, including when a company pays company tax or receives a franked dividend from another company. The dividend is required to be included in a resident individual shareholders assessable income. In addition, an amount equal to the franking credit attached to the franked dividend is also included in the assessable income of the resident individual, who may then be entitled to a rebate of tax equal to the franking credit amount included in their income. Should the franking credits exceed the tax due, the excess is refunded to the resident individual.
The effect of the dividend imputation system on non-resident shareholders is that, to the extent that the dividend is franked, no Australian tax will be payable and there is an exemption from dividend withholding tax.
A withholding tax is normally levied at the rate of 15 per cent when unfranked dividends are paid to non-resident shareholders residing in a country with which Australia has a taxation treaty. Most Western countries have a taxation treaty with Australia. A rate of 30 per cent applies to countries where there is no taxation treaty.
Since 1988, all dividends paid by Rio Tinto Limited have been fully franked. It is the Groups policy to pay fully franked dividends whenever possible. The boards expect Rio Tinto Limited to be able to pay fully franked dividends for the foreseeable future.
Shareholders will generally be liable for tax on dividends reinvested in the DRP on the same basis as if they had received the cash and arranged the investment. The dividend should therefore be included in the annual tax return as assessable income.
The shares acquired should be added to the shareholding at the date of acquisition at the actual cost of the shares, which is the amount of the dividend applied by the shareholder to acquire shares and any incidental costs associated with the acquisition will form part of the cost base or reduced cost base of the shares for capital gains tax purposes.
The Australian capital gains tax legislation is complex. If shareholders have acquired shares after 19 September 1985 they may be subject to capital gains tax on the disposal of those shares.
Generally, disposal of shares held on capital account would give rise to a capital gain or loss. A capital gain arises when the proceeds on disposal are greater than the cost base of shares. A capital loss arises when the proceeds on sale are less than the cost base or reduced cost base. Where a capital gain arises on shares held for at least 12 months, individual, trust and superannuation fund shareholders may be eligible for a capital gains tax discount.
Shareholders are advised to seek the advice of an independent taxation consultant on any possible capital gains tax exposure.
US residents
The following is a summary of the principal UK tax, Australian tax and US Federal income tax consequences of the ownership of Rio Tinto plc ADSs, Rio Tinto plc shares and Rio Tinto Limited shares, the Groups ADSs and shares by a US holder as defined below. It is not intended to be a comprehensive description of all the tax considerations that are relevant to all classes of taxpayer. Future changes in legislation may affect the tax consequences of the ownership of the Groups ADSs and shares.
It is based in part on representations by the Groups depositary bank as depositary for the ADRs evidencing the ADSs and assumes that each obligation in the deposit agreements will be performed in accordance with its terms.
You are a US holder if you are a beneficial owner of the Groups ADSs and shares and you are: a citizen or resident of the US; a domestic corporation; an estate whose income is subject to US federal income tax regardless of its source; or a trust if a US court can exercise primary supervision over the trusts administration and one or more US persons are authorised to control all substantial decisions of the trust.
This section applies to US holders only if shares or ADSs are held as capital assets for tax purposes. This section does not apply to shareholders who are members of a special class of holders subject to special rules, including a dealer in securities, a trader in securities who elects to use a mark-to-market method of accounting for securities holdings, a tax exempt organisation, a life insurance company, a person liable for alternative minimum tax, a person that actually or constructively owns ten per cent or more of Rio Tintos voting stock, a person that holds shares or ADSs as part of a straddle or a hedging or conversion transaction, or a person whose functional currency is not the US dollar.
This section is based on the US Internal Revenue Code of 1986, as amended (the Code), its legislative history, existing and proposed regulations, published rulings and court decisions, and on the convention between the US and UK, and the convention between the US and Australia which may affect the tax consequences of the ownership of the Groups ADSs and shares. These laws and conventions are subject to change, possibly on a retroactive basis.
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For the purposes of the Conventions and of the Code, US holders of ADSs are treated as the owners of the underlying shares.
The summary describes the treatment applicable under the conventions in force at the date of this report.
UK taxation of shareholdings in Rio Tinto plc
US holders are not liable to UK withholding tax on dividends paid by Rio Tinto plc. Dividends carry a tax credit equal to one ninth of the net dividend, or ten per cent of the net dividend plus the tax credit. The tax credit is not repayable to US holders.
Capital gains
A US holder will not normally be liable to UK tax on capital gains realised on the disposition of Rio Tinto plc ADSs or shares unless the holder carries on a trade, profession or vocation in the UK through a permanent establishment in the UK and the ADSs or shares have been used for the purposes of the trade, profession or vocation or are acquired, held or used for the purposes of such a permanent establishment.
Inheritance tax
Under the UK Estate Tax Treaty, a US holder, who is domiciled in the US and is not a national of the UK, will not be subject to UK inheritance tax upon the holders death or on a transfer during the holders lifetime unless the ADSs and shares form part of the business property of a permanent establishment in the UK or pertain to a fixed base situated in the UK used in the performance of independent personal services. In the exceptional case where ADSs or shares are subject both to UK inheritance tax and to US Federal gift or estate tax, the UK Estate Tax Treaty generally provides for tax payments to be relieved in accordance with the priority rules set out in the Treaty.
Stamp duty and stamp duty reserve tax
Transfers of Rio Tinto plc ADSs will not be subject to UK stamp duty provided that the transfer instrument is not executed in, and at all times remains outside, the UK. Electronic paperless purchases of Rio Tinto plc shares are subject to stamp duty reserve tax (SDRT) at a rate of 0.5 per cent (rounded to the nearest penny). Purchases of Rio Tinto plc shares using a stock transfer form are subject to Stamp Duty at a rate of 0.5 per cent on transactions over £1,000 (rounded up to the nearest £5). Conversions of Rio Tinto plc shares into Rio Tinto plc ADSs will be subject to additional Stamp Duty or SDRT at a rate of 1.5 per cent on all transfers to the depositary or its nominee.
Australian taxation of shareholdings in Rio Tinto Limited
US holders are not normally liable to Australian withholding tax on dividends paid by Rio Tinto Limited because such dividends are normally fully franked under the Australian dividend imputation system, meaning that they are paid out of income that has borne Australian income tax. Any unfranked dividends would suffer Australian withholding tax which under the Australian income tax convention is limited to 15 per cent of the gross dividend.
US holders are not normally subject to any Australian tax on the disposal of Rio Tinto Limited ADSs or shares unless they have been used in carrying on a trade or business wholly or partly through a permanent establishment in Australia, or the gain is in the nature of income sourced in Australia.
Gift, estate and inheritance tax
Australia does not impose any gift, estate or inheritance taxes in relation to gifts of shares or upon the death of a shareholder.
Stamp duty
An issue or transfer of Rio Tinto Limited shares does not require the payment of Australian stamp duty.
US federal income tax
In general, taking into account the earlier assumptions that each obligation of the Deposit Agreement and any related agreement will be performed according to its terms, for US federal income tax purposes, if you hold ADRs evidencing ADSs, you will be treated as the owner of the shares represented by those ADRs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to US federal income tax.
Under the US federal income tax laws, and subject to the Passive Foreign Investment Company, or PFIC, Rules discussed below, if you are a US holder, the gross amount of any dividend the Group pays out of its current or accumulated earnings and profits (as determined for US federal income tax purposes) is subject to US federal income taxation.
If you are a non-corporate US holder, dividends paid to you in taxable years beginning after 31 December 2012 will be taxed at ordinary income rates on dividends.
You must include any Australian tax withheld from the dividend payment in this gross amount even though you do not in fact receive it. The dividend is taxable to you when you, in the case of shares, or the depositary, in the case of ADSs, receive the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from other US corporations. The amount of the dividend distribution that you must include in your income as a US holder will be the US dollar value of the non-US dollar payments made, determined at the spot UK pound/US dollar rate (in the case of Rio Tinto plc) or the spot Australian dollar/US dollar rate (in the case of Rio Tinto Limited) on the date the dividend distribution is includible in your income, regardless of whether the payment is in fact converted into US dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date you include the dividend payment in income to the date you convert the payment into US dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the US for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for US federal income tax purposes, will be treated as a non-taxable return of capital to the extent of your basis in the shares or ADSs and thereafter as capital gain.
Subject to certain limitations, any Australian tax withheld in accordance with the Australia/United States Tax Treaty and paid over to Australia will be creditable or deductible against your US federal income tax liability. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the maximum 20 per cent tax rate beginning after 31 December 2012.
For foreign tax credit purposes, dividends will generally be income from sources outside the US and will, depending on your circumstances, generally be either passive or general income which, in either case, is treated separately from other types of income for purposes of computing the foreign tax credit allowable to you.
Taxation of capital gains
Subject to the PFIC rules discussed below, if you are a US holder and you sell or otherwise dispose of the Groups ADSs or shares, you will recognise capital gain or loss for US federal income tax purposes equal to the difference between the US dollar value of the amount that you realise and your tax basis, determined in US dollars, in your shares or ADSs. Capital gain of a non-corporate US holder is generally taxed at preferential rates where the holder has a holding period greater than one year. The gain or loss will generally be income or loss from sources within the US for foreign tax credit limitation purposes.
136 Rio Tinto 2012 Annual report
Passive Foreign Investment Company (PFIC) Rules
We believe that the Groups shares or ADSs should not be treated as stock of PFIC for US federal income tax purposes, but this conclusion is a factual determination that is made annually and thus may be subject to change. If we were to be treated as a PFIC, unless the shares or ADSs are marketable stock and a US holder elects to be taxed annually on a mark-to-market basis with respect to the shares or ADSs, gain realised on the sale or other disposition of the shares or ADSs would in general not be treated as capital gain. Instead, if you are a US holder, you would be treated as if you had realised such gain and certain excess distributions rateably over your holding period for the shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. In addition, dividends that you receive from us will not be eligible for the special tax rates applicable to qualified dividend income if we are a PFIC either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income.
Documents on display
Rio Tinto is subject to the Securities and Exchange Commission reporting requirements for foreign companies. A Form 20-F, which corresponds with the Form 10-K for US public companies, was filed with the SEC on 15 March 2013. Rio Tintos Form 20-F and other filings can be viewed on the Rio Tinto website as well as the SEC website at www.sec.gov. ADR holders may also read without charge and copy at prescribed rates any document filed at the public reference facilities of the SECs principal office at 100 F Street NE, Washington, DC 20549, US. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
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2012 Financial statements
Reconciliation with Australian Accounting Standards
Outline of dual listed companies structure and basis of financial statements
Note 3 Operating segments additional information
Note 7 Share of profit after tax of equity accounted units
Note 27 Provisions including post retirement benefits
Note 31 Financial instruments and risk management
Note 34 Principal subsidiaries and consolidated operations
Note 37 Principal jointly controlled assets and other proportionally consolidated units
Note 38 Purchases and sales of subsidiaries, joint ventures, associates and other interests in businesses
Note 39 Directors and key management remuneration
Note 44 Events after the statement of financial position date
Australian Corporations Act Summary of ASIC relief
Report of independent registered public accounting firms
138 Rio Tinto 2012 Annual report
Group income statement
Years ended 31 December
The notes on pages 146 to 215 are an integral part of these consolidated financial statements.
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Group statement of comprehensive income
140 Rio Tinto 2012 Annual report
Group cash flow statement
Gain on consolidation and on disposal of interests in businesses
riotinto.com 141
Group statement of financial position
At 31 December
The notes on pages 146 to 214 are an integral part of these consolidated financial statements.
The financial statements on pages 139 to 223 were approved by the directors on 6 March 2013 and signed on their behalf by
142 Rio Tinto 2012 Annual report
Group statement of changes in equity
Years ended
Total comprehensive loss for the year(a)
Currency translation arising on Rio Tinto Limiteds share capital(b)
Share buyback schemes
Own shares purchased/treasury shares reissued for share options and other items
Treasury shares reissued and other movements
Newly consolidated operations(c)(d)
Change in equity held by Rio Tinto(e)
Equity issued to holders of non-controlling interests(f)
Employee share options and other IFRS 2 charges taken to the income statement
Total comprehensive income for the year(a)
Newly consolidated operations(g)
Change in equity held by Rio Tinto(g)(h)(i)
Equity issued to holders of non-controlling interests
Company no longer consolidated
Employee share options
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Group statement of changes in equity continued
Opening balance
Consolidation of Oyu Tolgoi(j)
Cash settled share options reclassified as equity settled
144 Rio Tinto 2012 Annual report
The Groups financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS) and conform to IFRS as adopted by the European Union (EU IFRS), which differ in certain respects from the version of IFRS that is applicable in Australia referred to as Australian Accounting Standards (AAS).
Prior to 1 January 2004, the Groups financial statements were prepared in accordance with UK GAAP. Under IFRS goodwill on acquisitions prior to 1998, which was eliminated directly against equity in the Groups UK GAAP financial statements, has not been reinstated. This was permitted under the rules governing the transition to IFRS set out in IFRS 1.The equivalent Australian Standard, AASB 1, does not provide for the netting of goodwill against equity. As a consequence, shareholders funds under AAS include the residue of such goodwill, which amounted to US$535 million at 31 December 2012 (2011: US$537 million; 2010: US$584 million). Save for the exception described above, the Groups financial statements drawn up in accordance with IFRS are consistent with the requirements of AAS.
The Rio Tinto Group
These are the financial statements of the Group formed through the merger of economic interests of Rio Tinto plc and Rio Tinto Limited (Merger), and presented by both Rio Tinto plc and Rio Tinto Limited as their consolidated accounts in accordance with both United Kingdom and Australian legislation and regulations.
Merger terms
On 21 December 1995, Rio Tinto plc and Rio Tinto Limited, which are listed respectively on Stock Exchanges in the United Kingdom and Australia, entered into a dual listed companies (DLC) merger. This was effected by contractual arrangements between the companies and amendments to Rio Tinto plcs Memorandum and Articles of Association and Rio Tinto Limiteds Constitution.
As a result, Rio Tinto plc and Rio Tinto Limited and their respective groups operate together as a single economic enterprise, with neither assuming a dominant role. In particular, the arrangements:
The merger involved no change in the legal ownership of any assets of Rio Tinto plc or Rio Tinto Limited, nor any change in the ownership of any existing shares or securities of Rio Tinto plc or Rio Tinto Limited, nor the issue of any shares, securities or payment by way of consideration, save for the issue by each company of one special voting share to a trustee company which provides the joint electoral procedure for public shareholders. During 2002, each of the parent companies issued a DLC Dividend Share to facilitate the efficient management of funds within the DLC structure.
Accounting standards
The financial statements have been drawn up in accordance with IFRS. The Merger was accounted for as a merger under UK GAAP. As permitted under the rules governing the transition to IFRS, which are set out in IFRS 1, the Group did not restate business combinations that occurred before the transition date of 1 January 2004. As a result, the DLC merger of economic interests described above continues to be accounted for as a merger under IFRS.
The main consequence of adopting merger rather than acquisition accounting is that the statement of financial position of the merged Group includes the assets and liabilities of Rio Tinto plc and Rio Tinto Limited at their carrying values prior to the merger, subject to adjustments to achieve uniformity of accounting policies, rather than at their fair values at the date of the merger. For accounting purposes Rio Tinto plc and Rio Tinto Limited are viewed as a single public parent company (with their respective public shareholders being the shareholders in that single company). As a result the amounts attributable to both Rio Tinto plc and Rio Tinto Limited public shareholders are included in the amounts attributed to owners of Rio Tinto on the statement of financial position, income statement and statement of comprehensive income.
Australian Corporations Act
The financial statements are drawn up in accordance with an order, under section 340 of the Australian Corporations Act 2001, issued by the Australian Securities and Investments Commission (ASIC) on 22 December 2010 (as amended on 17 February 2012). The main provisions of the order are that the financial statements are prepared in accordance with IFRS and include a reconciliation from IFRS to the Australian equivalents of IFRS (see above).
For further details of the ASIC Class Order relief see page 223.
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Notes to the 2012 financial statements
1 Principal accounting policies
Corporate information
The financial statements of the Group were authorised for issue in accordance with a directors resolution on 6 March 2013. Rio Tinto plc and Rio Tinto Limited are listed and incorporated respectively on Stock Exchanges in the United Kingdom and Australia. Rio Tinto plcs registered office is at 2 Eastbourne Terrace, London W2 6LG, United Kingdom. Rio Tinto Limiteds registered office is at 120 Collins Street, Melbourne, Australia, 3000.
Rio Tintos business is finding, mining and processing mineral resources. Major products are iron ore, aluminium, copper, diamonds, coal, uranium, gold and industrial minerals (borax, titanium dioxide and salt). Activities span the world but are strongly represented in Australia and North America with significant businesses in South America, Asia, Europe and Africa.
Basis of preparation
The basis of preparation and the accounting policies used in preparing the financial statements for the year ended 31 December 2012 are set out below.
The financial statements for the year ended 31 December 2012 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS) and conform to IFRS as adopted by the EU (EU IFRS) and interpretations issued from time to time by the IFRS Interpretations Committee (IFRIC) and adopted by the EU that are mandatory for the year ended 31 December 2012, the Companies Act 2006 applicable to companies reporting under IFRS and in accordance with applicable United Kingdom law, applicable Australian law as amended by the Australian Securities and Investments Commission Order dated 22 December 2010 (as amended on 17 February 2012) and Article 4 of the European Union IAS regulation. The financial statements are prepared on a going concern basis (page 126).
The IFRS financial information has been drawn up on the basis of accounting policies consistent with those applied in the financial statements for the year to 31 December 2011, except for the following:
The Group has not applied the following pronouncements which are not mandatory for 2012:
Mandatory for 2013
IFRS 10 and 11 are mandatory for 2013 under IFRS.
Mandatory for 2014
Mandatory for 2015
In relation to those pronouncements which are mandatory for 2013:
The amendment to IAS 19 only allows the expected return on assets to assume returns in line with the discount rate applied to the calculation of the pension liability whereas the current standard allows a higher assumed rate based on the assets actually held. The Group expects the annual pre-tax pension expense to be permanently higher under the revised standard by some US$100 to US$200 million, with the precise amount depending on the value of assets in the pension plans and the asset classes in which they are invested. The higher expense will be matched by lower actuarial gains and losses and there is therefore no impact on the statement of financial position.
IFRS 10 replaces the guidance on control and consolidation in IAS 27 Consolidated and Separate Financial Statements, and SIC 12 Consolidation Special Purpose Entities; it provides a revised definition of control and establishes that as the basis for determining which entities are consolidated in the financial statements.
All entities within the Group have been reviewed to assess the impact of IFRS 10; there have not been any material reclassifications to or from controlled entities.
IFRS 11 replaces IAS 31 Interests in Joint Ventures. The classification and subsequent accounting for joint arrangements now depends on whether parties that share joint control of an arrangement have rights to the assets and obligations for the liabilities of the arrangement, in which case it is a Joint Operation, or rights to the net assets of the arrangement, in which case it is a Joint Venture.
For Joint Operations the Group will account for its share of the assets, liabilities, revenues and expenses relating to its interest in the Joint Operation in accordance with applicable IFRSs. Joint Ventures will be accounted for using the equity accounting method.
146 Rio Tinto 2012 Annual report
All arrangements within the Group have been reviewed to assess the impact of IFRS 11. It has been concluded that certain of the Groups operations (including Queensland Alumina Limited, New Zealand Aluminium Smelters Limited, and Pechiney Reynolds Quebec Inc.) that were previously equity accounted will now be accounted for as Joint Operations. As a result the Group will no longer recognise Investments in equity accounted units or Share of profit/(loss) after tax of equity accounted units for these arrangements, but will instead consolidate its share of their assets and liabilities (including its share of any assets held and liabilities incurred jointly), revenue from the sale of its share of the output arising from the joint operation, its share of the revenue from the sale of the output by the joint operation and its expenses (including its share of any expenses incurred jointly) on a line by line basis. The Group understands that practice is still developing in relation to the specific facts and circumstances which apply to some of the Groups other operations and is therefore currently considering the impact of adoption of IFRS 11 on these operations.
IFRS 13 is prospective in application. It establishes a single source of guidance for all fair value measurements. The standard provides guidance on how to measure fair value when fair value is required or permitted under other standards. It does not change when an entity is required to use fair value. The Group is currently assessing the impact of IFRS 13 but, based on preliminary analysis, it is not expected to be material.
IFRIC 20 specifies the accounting for post-production stripping costs. As explained in note (h) below the Group currently defers stripping costs incurred during the production stage of its operations, for those operations where this is the most appropriate basis for matching the costs against the related economic benefits and the effect is material. At 1 January 2011, which will be the earliest period presented in the Groups 2013 financial statements, the net book value carried forward in property, plant and equipment and in investments in jointly controlled entities and associates was US$1.3 billion (pre tax). Under the interpretation this balance can only be carried forward if it can be identified with a remaining component of the orebody. The Group is currently finalising its analysis but expects that approximately US$0.7 billion of that balance will be written off at 1 January 2011 (approximately US$0.4 billion net of taxation and non-controlling interests). The impact on 2011 and 2012 is not currently expected to exceed US$0.2 billion net of tax and noncontrolling interests.
The other standards which are mandatory for 2013 either relate to disclosure only or are not expected to be material to the Groups earnings or shareholders funds. The Group is currently evaluating the impact of those pronouncements which are mandatory beyond 2013.
Judgments in applying accounting policies and key sources of estimation uncertainty
Many of the amounts included in the financial statements involve the use of judgment and/or estimation. These judgments and estimates are based on managements best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ from the amounts included in the financial statements. Information about such judgments and estimation is contained in the accounting policies and/or the Notes to the financial statements, and the key areas are summarised below.
Areas of judgment that have the most significant effect on the amounts recognised in the financial statements are:
Key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are:
These areas of judgment and estimation are discussed further in critical accounting policies and estimates on page 156.
(a) Accounting convention
The financial information included in the financial statements for the year ended 31 December 2012, and for the related comparative periods, has been prepared under the historical cost convention, as modified by the revaluation of certain derivative contracts, financial assets and the accounting for post retirement assets and liabilities. The Groups policy in respect of these items is set out in the notes below.
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Notes to the 2012 financial statements continued
1 Principal accounting policies continued
(b) Basis of consolidation
The financial statements consist of the consolidation of the accounts of Rio Tinto plc and Rio Tinto Limited (together the Companies) and their respective subsidiaries (together the Group) together with the Groups share of joint ventures and associates accounted for as described below.
All intragroup transactions and balances have been eliminated on consolidation.
Subsidiaries: Subsidiaries are entities controlled by the Companies. Control is the power to govern the financial and operating policies of those entities in order to obtain benefits from their activities. Control is presumed to exist where the Companies own more than one half of the voting rights (which is not always the same as more than 50 per cent ownership) unless it can be demonstrated that this does not constitute control. Control does not exist where other parties hold veto rights over significant operating and financial decisions of an entity or where the Companies have the power to govern an entity but cannot obtain benefit from its activities. Control does exist where another party or parties own more than one half of the voting rights of an entity but the Group can control those voting rights either through a contractual arrangement or through board control.
Joint ventures: A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. Joint control is the contractually agreed sharing of control such that significant operating and financial decisions require the unanimous consent of the parties sharing control. In some situations, joint control exists even though the Group has an ownership interest of more than 50 per cent because of the veto rights held by joint venture partners. The Group has two types of joint venture:
Jointly controlled entities (JCEs): A JCE is a joint venture that involves the establishment of a corporation, partnership or other entity in which each venturer has a long term interest. JCEs are accounted for using the equity accounting method.
Jointly controlled assets (JCAs): JCAs do not involve the establishment of a corporation, partnership or other entity. A JCA is a joint venture in which the venturers have joint control over the assets contributed to or acquired for the purposes of the joint venture. This includes situations where the participants benefit from the joint activity through a share of the production, rather than by receiving a share of the results of trading. The Groups proportionate interest in the assets, liabilities, revenues, expenses and cash flows of JCAs are incorporated into the Groups financial statements under the appropriate headings.
Associates: An associate is an entity that is neither a subsidiary nor a joint venture, over which the Group has significant influence. Significant influence is presumed to exist where the Group has between 20 per cent and 50 per cent of the voting rights, unless it can be clearly demonstrated that this is not the case. Significant influence can also arise where the Group holds less than 20 per cent if it has the power to participate in the financial and operating policy decisions affecting the entity.
Investments in associates are accounted for using the equity method of accounting. Under this method of accounting the investment is recorded initially at cost to the Group, including any goodwill on acquisition. In subsequent periods the carrying amount of the investment is adjusted to reflect the Groups share of the associates retained post-acquisition profit or loss and other comprehensive income.
The Group uses the term Equity accounted units to refer to associates and JCEs collectively. For all equity accounted units the carrying value will include any long term debt interests that in substance form part of the Groups net investment.
Where necessary, adjustments are made to the assets, liabilities and results of subsidiaries, joint ventures and associates to bring their accounting policies into line with those used by the Group.
The acquisition method of accounting is used for acquisitions. This means that the purchase consideration is allocated to the identifiable assets acquired and liabilities assumed (the identifiable net assets) on the basis of fair value at the date of acquisition which is the date on which control is obtained. Provisional fair values allocated at a reporting date are finalised within 12 months of the acquisition date.
Costs related to the acquisition of a subsidiary are expensed as incurred.
On an acquisition by acquisition basis, the Group recognises any non-controlling interest in the acquiree either at the non-controlling interests proportionate share of the acquirees identifiable net assets or at fair value. Where required by accounting standards non-controlling interests are treated as equity options and valued on that basis. Goodwill (see note (e)) and amounts attributable to non-controlling interests will differ depending on the basis used.
Where the Group has a previously held non-controlling interest in the acquiree, this is remeasured to fair value at the acquisition date with any gain or loss being recognised in the income statement. The cash cost of such a purchase is included in Investing activities in the cash flow statement.
For purchases from non-controlling interests, the difference between the purchase price and the relevant carrying value of the share of net assets acquired is recorded in equity. The cash cost of such purchases is included in Financing activities in the cash flow statement.
The results of businesses acquired during the year are included in the consolidated financial statements from the date on which control, joint control or significant influence commences.
Disposals
Individual non-current assets or disposal groups (i.e. groups of assets and liabilities) to be disposed of, by sale or otherwise in a single transaction, are classified as held for sale if the following criteria are met at the period end:
Disposal groups held for sale are carried at the lower of their carrying amount and fair value less costs to sell. Comparative statement of financial position information is not restated. Disposal groups acquired with a view to resale are held at fair value determined at the acquisition date. For these assets acquired for resale no profits or losses are recognised between the acquisition date and the disposal date, unless there is a subsequent impairment.
148 Rio Tinto 2012 Annual report
On classification as held for sale, the assets are no longer depreciated.
The results of businesses disposed of are taken out of the financial statements from the date on which control, joint control or significant influence ceases. The cash proceeds of such disposals are included in Investing activities in the cash flow statement. At this point any interest in the entity retained by the Group is remeasured to its fair value and the change in carrying amount is recognised in the income statement. This fair value is the initial carrying amount for any retained interest which may be subsequently accounted for as an associate, joint venture or financial asset depending on the facts. Any amounts previously recognised in other comprehensive income in respect of the entity disposed of, or for which control, joint control or significant influence has ceased, are accounted for as if the Group had directly disposed of the related assets or liabilities.
Gains or losses on disposals to non-controlling interests where control is retained are recorded in equity. The cash proceeds of such disposals are included in Financing activities in the cash flow statement.
(c) Sales revenue
Sales revenue comprises sales to third parties at invoiced amounts. Most sales are priced ex works, free on board (fob) or cost, insurance and freight (cif). Amounts billed to customers in respect of shipping and handling are classified as sales revenue where the Group is responsible for carriage, insurance and freight. All shipping and handling costs incurred by the Group are recognised as operating costs. If the Group is acting solely as an agent, amounts billed to customers are offset against the relevant costs. Revenue from services is recognised as services are rendered and accepted by the customer.
Sales revenue excludes any applicable sales taxes. Mining royalties are presented as an operating cost or, where they are in substance a profit based tax, within taxes.
Revenues from the sale of significant by-products such as gold are included in sales revenue. Sundry revenue incidental to the main revenue generating activities of the operations and which is a consequence of producing and selling the main products is treated as a credit to operating costs.
Third party commodity swap arrangements for delivery and receipt of smelter grade alumina are offset within operating costs.
Sales revenue is only recognised on individual sales when all of the following criteria are met:
These conditions are generally satisfied when title passes to the customer. In most instances sales revenue is recognised when the product is delivered to the destination specified by the customer, which is typically the vessel on which it will be shipped, the destination port or the customers premises.
The majority of the Groups products are sold to customers under contracts, which vary in tenure and pricing mechanisms, with some volumes sold in the spot market.
Certain of the Groups products, such as iron ore, were previously sold under long term contracts at an annual benchmark price. Since 2010 pricing for all iron ore customers has changed to a quarterly basis reflecting the structural shift away from annual benchmark pricing. A proportion of iron ore volumes continued to be sold on the spot market in 2012. Substantially all iron ore sales are reflected at final prices in the results for the period, based on the best available information at the period end.
Sales revenue is commonly subject to adjustment based on an inspection of the product by the customer. In such cases, sales revenue is initially recognised on a provisional basis using the Groups best estimate of contained metal, and adjusted subsequently.
Certain products are provisionally priced, i.e. the selling price is subject to final adjustment at the end of a period normally ranging from 30 to 180 days after delivery to the customer. The final price is based on the market price at the relevant quotation point stipulated in the contract.
As is customary in the industry, revenue on provisionally priced sales is recognised based on estimates of the fair value of the consideration receivable based on relevant forward market prices. At each reporting date provisionally priced metal is marked to market based on the forward selling price for the quotational period stipulated in the contract. For this purpose, the selling price can be measured reliably for those products, such as copper, for which there exists an active and freely traded commodity market such as the London Metals Exchange and the value of product sold by the Group is directly linked to the form in which it is traded on that market.
The marking to market of provisionally priced sales contracts is recorded as an adjustment to sales revenue. Information on provisionally priced sales contracts is included in note 31.
(d) Currency translation
The functional currency for each entity in the Group, and for JCEs and associates, is the currency of the primary economic environment in which that entity operates. For many entities, this is the currency of the country in which they are located. Transactions denominated in other currencies are converted to the functional currency at the exchange rate ruling at the date of the transaction. The accounting for hedged transactions is discussed in note (p) below. Monetary assets and liabilities denominated in foreign currencies are retranslated at year end exchange rates.
The Groups accounting policies for derivative financial instruments and hedge accounting are explained in more detail in note 1(p) (iii). The Groups financial statements are presented in US dollars, as that currency most reliably reflects the global business performance of the Group as a whole. On consolidation, income statement items for each entity are translated from the functional currency into US dollars at average rates of exchange where the average approximates the rate at the date of transactions. Statement of financial position items are translated into US dollars at year end exchange rates.
Exchange differences arising on the translation of the net assets of entities with functional currencies other than the US dollar are recognised directly in the foreign currency translation reserve. These translation differences are shown in the statement of comprehensive income with the exception of translation adjustments relating to Rio Tinto Limiteds share capital which are shown in the Group statement of changes in equity.
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Where an intragroup balance is, in substance, part of the Groups net investment in an entity, exchange gains and losses on that balance are taken to the foreign currency translation reserve. Except as noted above, or in note (p) below relating to derivative contracts, all other exchange differences are charged or credited to the income statement in the year in which they arise.
(e) Goodwill and intangible assets (excluding exploration and evaluation expenditure)
Where the fair value of consideration paid for a business combination exceeds the fair value of the Groups share of identifiable net assets acquired, the difference is treated as purchased goodwill. When the fair value of the Groups share of identifiable net assets acquired exceeds the cost of consideration, the difference is immediately recognised in the income statement.
In 1997 and previous years, goodwill was eliminated against reserves in the year of acquisition as a matter of accounting policy, as was then permitted under UK GAAP. Such goodwill was not reinstated under subsequent UK accounting standards or on transition to IFRS.
Goodwill is not amortised; it is tested annually for impairment. Investments in equity accounted units (EAUs) including any goodwill are tested for impairment as a single asset when a trigger for impairment has been identified. The Groups impairment policy is explained in note 1(i).
Purchased intangible assets are initially recorded at cost. Finite life intangible assets are amortised over their useful economic lives on a straight line or units of production basis, as appropriate. Intangible assets that are deemed to have indefinite lives and intangible assets that are not yet ready for use are not amortised; they are reviewed annually for impairment in accordance with accounting policy note 1(i).
The Group considers that intangible assets have indefinite lives 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. The factors considered in making this determination include the existence of contractual rights for unlimited terms; or evidence that renewal of the contractual rights without significant incremental cost can be expected for indefinite future periods in view of the Groups investment intentions. The life cycles of the products and processes that depend on the asset are also considered.
(f) Exploration and evaluation
Exploration and evaluation expenditure comprises costs that are directly attributable to:
Exploration expenditure relates to the initial search for deposits with economic potential. Evaluation expenditure arises from a detailed assessment of deposits or other projects that have been identified as having economic potential. Expenditure on exploration activity is not capitalised.
Capitalisation of evaluation expenditure commences when there is a high degree of confidence in the projects viability and therefore it is probable that future economic benefits will flow to the Group.
The carrying values of capitalised evaluation expenditure are reviewed for impairment twice a year by management. In the case of undeveloped mining projects (projects for which the decision to mine has not yet been approved at the appropriate authorisation level within the Group) which have arisen through acquisition, there may be only mineralised material to form a basis for that review. The review is based on a status report summarising the Groups intentions for development. In some cases, the undeveloped projects are regarded as successors to orebodies, smelters or refineries currently in production. Where this is the case, it is intended that these will be developed and go into production when the current source of ore is exhausted or to replace the reduced output which results when existing smelters and/or refineries are closed. It is often the case that technological and other improvements will allow successor smelters and/or refineries to more than replace the capacity of their predecessors.
(g) Property, plant and equipment
Property, plant and equipment are stated at cost, as defined in IAS 16, less accumulated depreciation and accumulated impairment losses. The cost of property, plant and equipment includes the estimated close down and restoration costs associated with the asset. Once an undeveloped mining project has been established as commercially viable, expenditure other than that on land, buildings, plant and equipment is capitalised under Mining properties and leases together with any amount transferred from Exploration and evaluation. Commercial viability is deemed to be achieved when the Group is confident that the project will provide a satisfactory return relative to its perceived risks and is likely to go ahead. Costs of an undeveloped smelter or refinery project are capitalised under Capital works in progress provided that the project is deemed to be commercially viable and likely to go ahead.
In open pit mining operations, it is necessary to remove overburden and other waste materials to access ore from which minerals can be extracted economically. The process of mining overburden and waste materials is referred to as stripping. During the development of a mine (or pit), before production commences, stripping costs are capitalised as part of the investment in construction of the mine (or pit) and are subsequently amortised over the life of the mine (or pit) on a units of production basis.
Costs which are necessarily incurred whilst commissioning new assets, in the period before they are capable of operating in the manner intended by management, are capitalised. Development costs incurred after the commencement of production are capitalised to the extent they are expected to give rise to a future economic benefit. Interest on borrowings related to construction or development projects is capitalised until the point when substantially all the activities that are necessary to make the asset ready for its intended use are complete.
(h) Deferred stripping
Where a mine operates several open pits that are regarded as separate operations for the purpose of mine planning, stripping costs are accounted for separately by reference to the ore from each separate pit. If, however, the pits are highly integrated for the purpose of mine planning, the second and subsequent pits are regarded as extensions of the first pit in accounting for stripping costs. In such cases, the initial stripping (i.e. overburden and other waste removal) of the second and subsequent pits is considered to be production phase stripping relating to the combined operation.
The Groups determination of whether multiple pit mines are considered separate or integrated operations depends on each mines specific circumstances. The following factors would point towards the stripping costs for the individual pits being accounted for separately:
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If the designs of the second and subsequent pits are significantly influenced by opportunities to optimise output from the several pits combined, including the co-treatment or blending of the output from the pits then this would point to treatment as an integrated operation in accounting for stripping costs.
The relative importance of each of the above factors is considered in each case to determine whether, on balance, the stripping costs should be attributed to the individual pit or to the combined output from several pits.
The Group defers stripping costs incurred during the production stage of its operations where this is the most appropriate basis for matching the costs against the related economic benefits and the effect is material. This is generally the case where there are fluctuations in stripping costs over the life of the mine (or pit). The amount of stripping costs deferred is based on the ratio (Ratio) obtained by dividing the tonnage of waste mined either by the quantity of ore mined or by the quantity of minerals contained in the ore. In some operations, the quantity of ore is a more practical basis for matching costs with the related economic benefits where there are important co-products or where the grade of the ore is relatively stable from year to year. Stripping costs incurred in the period are deferred to the extent that the current period Ratio exceeds the life of mine (or pit) Ratio. Such deferred costs are then charged against reported profits to the extent that, in subsequent periods, the current period Ratio falls short of the life of mine (or pit) Ratio.
The life of mine (or pit) Ratio is based on proven and probable reserves of the mine (or pit); it is a function of the mine (or pit) design(s) and therefore changes to that design will generally result in changes to the Ratio. Changes in other technical or economic parameters that impact on reserves will also have an impact on the life of mine (or pit) Ratio even if they do not affect the mine (or) pit design(s). Changes to the life of mine (or pit) Ratio are accounted for prospectively.
In the production stage of some mines (or pits), further development of the mine (or pit) requires a phase of unusually high stripping activity that is similar in nature to pre-production mine development. The costs of this unusually high level of stripping activity are deferred and charged against reported profits on a units of production basis in subsequent periods. This accounting treatment is consistent with that for pre-production mine development.
Deferred stripping costs are included in Mining properties and leases within property, plant and equipment or within Investments in equity accounted units, as appropriate. Amortisation of deferred stripping costs is included in net operating costs or in the Groups share of the results of its equity accounted units, as appropriate.
(i) Depreciation and impairment
Depreciation of non-current assets
Property, plant and equipment is depreciated over its useful life, or over the remaining life of the mine if that is shorter and there is no alternative use for the asset.
The useful lives of the major assets of a cash-generating unit are often dependent on the life of the orebody to which they relate. Where this is the case, the lives of mining properties, and their associated refineries, concentrators and other long lived processing equipment generally relate to the expected life of the orebody. The life of the orebody, in turn, is estimated on the basis of the life-of-mine plan. Where the major assets of a cash-generating unit are not dependent on the life of a related orebody, management applies judgment in estimating the remaining service potential of long lived assets. In the case of smelters, factors affecting the remaining service potential include smelter technology and electricity purchase contracts when the power is not sourced from the companys or certain local governments own electricity generating capacity.
Depreciation commences when an asset is available for use. The major categories of property, plant and equipment are depreciated on a units of production and/or straight line basis as follows:
Units of production basis
For mining properties and leases and certain mining equipment, the consumption of the economic benefits of the asset is linked to the production level. Except as noted below, these assets are depreciated on a units of production basis.
In applying the units of production method, depreciation is normally calculated using the quantity of material extracted from the mine in the period as a percentage of the total quantity of material to be extracted in current and future periods based on proven and probable reserves and, for some mines, other mineralisation. This other mineralised material may be included in depreciation calculations in limited circumstances and where there is a high degree of confidence in their economic extraction.
Straight line basis
Assets within operations for which production is not expected to fluctuate significantly from one year to another or which have a physical life shorter than the related mine are depreciated on a straight line basis.
Development costs that relate to a discrete section of an orebody, and which only provide benefit over the life of those reserves, are depreciated over the estimated life of that discrete section. Development costs incurred which benefit the entire orebody are depreciated over the estimated life of the orebody.
Impairment of non-current assets
Property, plant and equipment and intangible assets with finite lives are reviewed for impairment if there is an indication that the carrying amount may not be recoverable. All goodwill and intangible assets that are not yet ready for use or have an indefinite life are tested annually for impairment regardless of whether there has been any change in events or circumstances.
Impairment is assessed at the level of cash-generating units which, in accordance with IAS 36 Impairment of Assets, are identified as the smallest identifiable group of assets that generates cash inflows, which are largely independent of the cash inflows from other assets.
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In some cases, the business units within product groups consist of several operations with independent cash generating streams, which constitute separate cash-generating units.
Goodwill acquired through business combinations is allocated to the cash-generating unit, or groups of cash-generating units if that is the lowest level within the Group at which goodwill is monitored for internal management purposes, that is expected to benefit from the related business combination.
When an impairment review is undertaken, the recoverable amount is assessed by reference to the higher of value in use (being the net present value of expected future cash flows of the relevant cash-generating unit in its current condition) and fair value less costs to sell (FVLCS). The best evidence of FVLCS is the value obtained from an active market or binding sale agreement. Where neither exists, FVLCS is based on the best information available to reflect the amount the Group could receive for the cash generating unit in an arms length transaction. This is often estimated using discounted cash flow techniques.
Where recoverable amount is assessed using FVLCS based on discounted cash flow techniques, the resulting estimates are based on detailed life of mine and/or production plans. For value in use, recent cost levels are considered, together with expected changes in costs that are compatible with the current condition of the business and which meet the requirements of IAS 36.
The cash flow forecasts for FVLCS purposes are based on managements best estimates of expected future revenues and costs, including the future cash costs of production, capital expenditure, closure, restoration and environmental clean-up. For the purposes of determining FVLCS from a market participants perspective, the cash flows incorporate managements price and cost assumptions in the short and medium term. In the longer term, operating margins are assumed to remain constant where appropriate, as it is considered unlikely that a market participant would prepare detailed forecasts over a longer term period. The cash flow forecasts may include net cash flows expected to be realised from extraction, processing and sale of mineralised material that does not currently qualify for inclusion in proven or probable ore reserves. Such non-reserve material is only included where there is a high degree of confidence in its economic extraction. This expectation is usually based on preliminary drilling and sampling of areas of mineralisation that are contiguous with existing reserves. Typically, the additional evaluation to achieve reserve status for such material has not yet been done because this would involve incurring costs earlier than is required for the efficient planning and operation of the mine.
As noted above, cost levels incorporated in the cash flow forecasts for fair value purposes are based on the current life-of-mine plan or long term production plan for the cash-generating unit. Because future cash flows are estimates for the asset in its current condition, value in use does not reflect future cash flows associated with improving or enhancing an assets performance. Anticipated enhancements to assets may be included in FVLCS calculations.
Where the recoverable amount of a cash-generating unit is dependent on the life of its associated orebody, expected future cash flows reflect long term mine plans, which are based on detailed research, analysis and iterative modelling to optimise the level of return from investment, output and sequence of extraction. The mine plan takes account of all relevant characteristics of the orebody, including waste to ore ratios, ore grades, haul distances, chemical and metallurgical properties of the ore impacting on process recoveries and capacities of processing equipment that can be used. The life-of-mine plan is therefore the basis for forecasting production output and production costs in each future year.
Forecast cash flows for ore reserve estimation for Joint Ore Reserves Committee (JORC) purposes are generally based on Rio Tintos price forecasts of commodity prices, which assume short term market prices will revert to the Groups assessment of the long term price, generally over a period of three to five years. For most commodities, these forecast commodity prices are derived from a combination of analyses of the marginal costs of the producers and of the incentive price of these commodities. These assessments often differ from current price levels and are updated periodically. For the long run, the Group does not believe that forward prices quoted in the metals markets provide a good indication of future price levels since forward prices tend to be strongly influenced by spot price levels. Rio Tintos price forecasts of commodity prices include an element of carbon pricing. These price forecasts are also used for impairment testing unless management deems that in certain economic environments, a market participant would not assign Rio Tintos view on prices, in which case management base them upon assumptions which a market participant would be expected to use under these economic conditions.
In some cases, prices applying to some part of the future sales volumes of a cash-generating unit are predetermined by existing sales contracts. The effects of such contracts are taken into account in forecasting future cash flows.
The discount rates applied to the future cash flow forecasts represent an estimate of the rate the market would apply having regard to the time value of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted. The Groups weighted average cost of capital is used as a starting point for determining the discount rates, with appropriate adjustments for the risk profile of the countries in which the individual cash-generating units operate. For final feasibility studies and ore reserve estimation, internal hurdle rates are used which are generally higher than the weighted average cost of capital.
For operations with a functional currency other than the US dollar, the impairment review is undertaken in the relevant functional currency. The great majority of the Groups sales are based on prices denominated in US dollars. To the extent that the currencies of countries in which the Group produces commodities strengthen against the US dollar without commodity price offset, cash flows and, therefore, net present values are reduced.
Management considers that over the long term, there is a tendency for movements in commodity prices to compensate to some extent for movements in the value of the US dollar (and vice versa). However, such compensating changes are not synchronised and do not fully offset each other. In estimating fair value, a forecast of the long term exchange rates, for the Australian and Canadian dollars, is made having regard to spot exchange rates, historical data and external forecasts, and is linked to price assumptions.
IAS 36 requires that value in use be based on exchange rates current at the time of the assessment.
Non-current assets other than goodwill that have suffered an impairment are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed.
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(j) Determination of ore reserve estimates
The Group estimates its ore reserves and mineralisation based on information compiled by Competent Persons as defined in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves of December 2004 (the JORC code). Reserves and, for certain mines, other mineralisation determined in this way are used in the calculation of depreciation, amortisation and impairment charges, the assessment of life of mine stripping ratios and for forecasting the timing of the payment of close down and restoration costs and clean-up costs.
For the purposes of disclosure with this combined Annual report on Form 20-F estimates of ore reserves have been computed in accordance with the SECs Industry Guide 7, rather than in accordance with the JORC code, and are shown on pages 51 to 60. Ore reserves presented in accordance with SEC Industry Guide 7 do not exceed the quantities that, it is estimated, could be extracted economically if future prices were to be in line with the average of historical prices for the three years to 30 June 2012, or contracted prices where applicable. For this purpose, contracted prices are applied only to future sales volumes for which the price is predetermined by an existing contract; and the average of historical prices is applied to expected sales volumes in excess of such amounts. Moreover, reported ore reserve estimates have not been increased above the levels expected to be economic based on Rio Tintos own long term price assumptions. Therefore, a reduction in commodity prices from the three year average historical price levels would not necessarily give rise to a reduction in reported ore reserves.
In assessing the life of a mine for accounting purposes, mineralisation is only taken into account where there is a high degree of confidence of economic extraction.
(k) Close down, restoration and clean-up obligations
The Group has provisions for close down and restoration costs which include the dismantling and demolition of infrastructure and the removal of residual materials and remediation of disturbed areas for the mines and certain refineries and smelters.
Close down and restoration costs are a normal consequence of mining or production, and the majority of close down and restoration expenditure is incurred at the end of the life of the mine, refinery or smelter. Although the ultimate cost to be incurred is uncertain, the Groups businesses estimate their costs based on feasibility and engineering studies using current restoration standards and techniques.
Close down and restoration costs are provided for in the accounting period when the obligation arising from the related disturbance occurs, based on the net present value of estimated future costs with, where appropriate, probability weighting for the different remediation or closure outcomes which could realistically arise. This may occur during development or during the production phase of a facility.
Provisions for close down and restoration costs do not include any additional obligations which are expected to arise from future disturbance. The costs are estimated on the basis of a closure plan, and are updated annually during the life of the operation to reflect known developments, e.g. revisions to cost estimates and to the estimated lives of operations. The estimates are subject to formal review at regular intervals.
The initial closure provision is capitalised within property, plant and equipment. Subsequent movements in these closure provisions, including those resulting from new disturbance, updated cost estimates, changes to the estimated lives of operations and revisions to discount rates are also capitalised within property, plant and equipment. These costs are then depreciated over the lives of the assets to which they relate.
The amortisation or unwinding of the discount applied in establishing the net present value of provisions is charged to the income statement in each accounting period. The amortisation of the discount is shown as a financing cost.
Where rehabilitation is conducted systematically over the life of the operation, rather than at the time of closure, provision is made for the estimated outstanding continuous rehabilitation work at each statement of financial position date and the cost is charged to the income statement.
Clean-up costs result from environmental damage that was not a necessary consequence of operations, and may include remediation, compensation and penalties. Provision is made for the estimated present value of such costs at the statement of financial position date. These costs are charged to the income statement. Movements in these clean up provisions are presented as an operating cost, except for the unwinding of the discount which is shown as a financing cost.
Remediation procedures may commence soon after the time the disturbance, remediation process and estimated remediation costs become known, but can continue for many years depending on the nature of the disturbance and the remediation techniques used.
(l) Inventories
Inventories are valued at the lower of cost and net realisable value, primarily on a weighted average cost basis. Average costs are calculated by reference to the cost levels experienced in the relevant month together with those in opening inventory. Cost for raw materials and stores is the purchase price and for partly processed and saleable products is generally the cost of production. For this purpose the costs of production include:
Work in progress inventory includes ore stockpiles and other partly processed material. Stockpiles represent ore that has been extracted and is available for further processing. If there is significant uncertainty as to when the stockpiled ore will be processed, the ore is expensed as mined. Where the future processing of this ore can be predicted with confidence, e.g. because it exceeds the mines cut off grade, it is valued at the lower of cost and net realisable value. If the ore will not be processed within the 12 months after the statement of financial position date it is included within non-current assets and net realisable value is calculated on a discounted cash flow basis. Quantities of stockpiled ore are assessed primarily through surveys and assays.
(m) Taxation
Current tax is the tax expected to be payable on the taxable income for the year calculated using rates that have been enacted or substantively enacted by the statement of financial position date. It includes adjustments for tax expected to be payable or recoverable in respect of previous periods.
Deferred tax is provided in respect of fair value adjustments on acquisitions. These adjustments may relate to assets such as mining rights that, in general, are not eligible for income tax allowances. Provision for deferred tax is based on the difference between the carrying value of the asset and its income tax base (which may be nil). Even where there is no income tax base, the existence of a tax base for capital gains tax purposes is not taken into account in determining the deferred tax provision for the mining rights because it is expected that the carrying amount will be recovered primarily through use of the rights and not from disposal. Also, the Group is only entitled to a deduction for capital gains tax purposes if the mining rights are sold or formally relinquished.
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(n) Post employment benefits
For defined benefit post employment plans, the difference between the fair value of the plan assets (if any) and the present value of the plan liabilities is recognised as an asset or liability in the statement of financial position.
Any asset recognised is restricted, if appropriate, to the present value of any amounts the Group expects to recover by way of refunds from the plan or reductions in future contributions.
Actuarial gains and losses arising in the year are taken to the statement of comprehensive income. For this purpose, actuarial gains and losses comprise both the effects of changes in actuarial assumptions and experience adjustments arising because of differences between the previous actuarial assumptions and what has actually occurred.
Other movements in the net surplus or deficit are recognised in the income statement, including the current service cost, any past service cost and the effect of any curtailment or settlements. The interest cost less the expected return on assets is also charged to the income statement. All of the amounts charged to the income statement in respect of these plans are included within operating costs or in the Groups share of the results of equity accounted units as appropriate.
The most significant assumptions used in accounting for pension plans are the long term rate of return on plan assets, the discount rate and the mortality assumptions. The long term rate of return on plan assets is used to calculate the expected return on pension assets, which is credited to the Groups income statement. The discount rate is used to determine the net present value of future liabilities. The discount rate used is the yield on high quality corporate bonds with maturity and terms that match those of the post employment obligations as closely as possible. Where there is no developed corporate bond market in a country, the rate on government bonds is used. Each year, the unwinding of the discount on those liabilities is charged to the Groups income statement as the interest cost. The mortality assumption is used to project the future stream of benefit payments, which is then discounted to arrive at a net present value of liabilities.
Valuations of liabilities are carried out using the projected unit method which values benefits accrued at the valuation date with allowance where appropriate for future increases to pay and pensions. The long term rate of return on pension plan assets is determined as managements best estimate of the long term return on the major asset classes, i.e. equity, debt, property and other, weighted by the actual allocation of assets among the categories at the measurement date. The expected rate of return is calculated using geometric averaging.
The values attributed to plan liabilities and the long term rate of return are assessed in accordance with the advice of independent qualified actuaries.
The Groups contributions to defined contribution pension plans are charged to the income statement in the period to which the contributions relate.
(o) Cash and cash equivalents
For the purposes of the statement of financial position, cash and cash equivalents comprise cash on hand, deposits held on call with banks and short term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value. For the purposes of the cash flow statement, cash and cash equivalents are net of bank overdrafts that are repayable on demand which are shown as current liabilities on the statement of financial position.
(p) Financial instruments
(i) Financial assets
The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, available-for-sale and held to maturity investments. The classification depends on the purpose for which the financial assets were acquired. The Groups policy with regard to financial risk management is set out in note 31. Generally, the Group does not acquire financial assets for the purpose of selling in the short term. When the Group enters into derivative contracts these transactions are designed to reduce exposures related to assets and liabilities, firm commitments or anticipated transactions.
Management determines the classification of financial assets at initial recognition.
(a) Financial assets at fair value through profit or loss
Derivatives are included within financial assets at fair value through profit or loss unless they are designated as hedges. Assets in this category are classified based on their maturity.
(b) Loans and receivables
Loans and receivables comprise non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, with the exception of items for which the Group may not recover substantially all of its investment for reasons other than credit deterioration, which are classified as available-for-sale. Trade receivables are included within this category; however, trade receivables subject to provisional pricing are valued as explained in note 1 (c) Sales revenue.
(c) Held to maturity
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity that the Group has the intention and ability to hold to maturity.
(d) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated as available-for-sale or not classified in any of the other categories. They are included in non-current assets unless the Group intends to dispose of the investment within 12 months of the statement of financial position date or the asset matures within less than twelve months.
(ii) Financial liabilities
Borrowings and other financial liabilities (including trade payables but excluding derivative liabilities) are recognised initially at fair value, net of transaction costs incurred and are subsequently stated at amortised cost.
Any difference between the amounts originally received for borrowings and other financial liabilities (net of transaction costs) and the redemption value is recognised in the income statement over the period to maturity using the effective interest method.
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(iii) Derivative financial instruments and hedge accounting
Derivatives are initially recognised at their fair value on the date the derivative contract is entered into and transaction costs are expensed in the income statement. They are subsequently re-measured subject to IAS 39 at their fair value at each statement of financial position date. The method of recognising the resulting gain or loss depends on whether or not the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The Group designates certain derivatives as either hedges of the fair value of recognised assets or liabilities or of firm commitments (fair value hedges) or hedges of highly probable forecast transactions (cash flow hedges).
Fair value hedges: Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability or firm commitment that is attributable to the hedged risk. Where derivatives are held with different counterparties or with the same counterparty and management has no intention to settle the derivatives and the underlying asset or liability or firm commitment, on a net basis, the fair values of the derivative assets and liabilities and the hedged asset or liability or firm commitment are shown separately in the statement of financial position as there is no legal right of offset.
When a fair value interest rate hedging instrument expires or is sold, or when a fair value interest rate hedge no longer meets the criteria for hedge accounting, the fair value adjustments which have been made to the hedged item are amortised through the income statement over the remaining life of the hedged item or written off immediately where the hedged item is derecognised.
Cash flow hedges: The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are recycled in the income statement in the period when the hedged item affects profit or loss, for example when the forecast sale that is being hedged takes place. When the forecast transaction that is being hedged results in the recognition of a non-financial asset the gains and losses previously deferred in equity are transferred from equity and adjust the cost of the asset. The gains and losses are recognised subsequently in the income statement when the non-financial asset is amortised or sold.
When a cash flow hedging instrument expires or is sold, or when a cash flow hedge no longer meets the criteria for hedge accounting, although the forecasted transaction is still expected to occur, any cumulative gain or loss relating to the instrument which is held in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.
Derivatives that do not qualify for hedge accounting: Any derivative contracts that do not qualify for hedge accounting are marked to market at the statement of financial position date.
Embedded derivatives: Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to their host contracts. In some cases, the embedded derivatives may be designated as hedges and will be accounted for as described above.
(iv) Fair value
Fair value is the amount at which a financial instrument could be exchanged in an arms length transaction between informed and willing parties. Where relevant market prices are available, these have been used to determine fair values. In other cases, fair values have been calculated using quotations from independent financial institutions, or by using valuation techniques consistent with general market practice applicable to the instrument.
The Group assesses at each statement of financial position date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available-for-sale, an evaluation is made as to whether a decline in fair value is significant or prolonged based on an analysis of indicators such as significant adverse changes in the technological, market, economic or legal environment in which the company invested in operates.
Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the income statement.
(q) Share based payments
The fair value of cash-settled share plans is recognised as a liability over the vesting period of the awards. Movements in that liability between accounting dates are recognised as an expense. The grant date fair value of the awards is determined from the market value of the shares at the date of award and adjusted for any market based vesting conditions attached to the award e.g. relative Total Shareholder Return (TSR) performance. Fair values are subsequently re-measured at the date of the statement of financial position to reflect the market value of shares at the measurement date and, where relevant, the number of awards expected to vest based on the current and anticipated TSR performance. If any awards are ultimately settled in shares, the liability is transferred directly to equity as part of the consideration for the equity instruments issued.
The Groups equity-settled share plans are settled either by the issue of shares by the relevant parent company, by the purchase of shares on market or by the use of shares previously acquired as part of a share buyback. The fair value of the share plans is recognised as an expense over the expected vesting period with a corresponding entry to retained earnings for Rio Tinto plc plans and to other reserves for Rio Tinto Limited plans.
If the cost of shares acquired to satisfy the plans exceeds the expense charged, the excess is taken to retained earnings or other reserves as appropriate. The fair value of the share plans is determined at the date of grant, taking into account any market based vesting conditions attached to the award (e.g. TSR).
The Group uses fair values provided by independent actuaries calculated using a lattice based option valuation model.
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Non-market based vesting conditions (e.g. earnings per share targets) are taken into account in estimating the number of awards likely to vest. The estimate of the number of awards likely to vest is reviewed at each statement of financial position date up to the vesting date, at which point the estimate is adjusted to reflect the actual awards issued. No adjustment is made after the vesting date even if the awards are forfeited or not exercised.
The terms of each plan are considered at the statement of financial position date. If a cash-settled plan changes to become equity-settled then the accumulated liability is transferred directly to equity at the date of change.
Further information about the treatment of individual share based payment plans is provided in note 45.
(r) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new shares are shown in equity as a deduction, net of tax, from the proceeds.
Where any Group company purchases the Groups equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to owners of Rio Tinto. Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to owners of Rio Tinto.
(i) Dual listed company reporting
As explained in detail in the Outline of dual listed companies structure and basis of financial statements, the consolidated financial statements of the Rio Tinto Group deal with the results, assets and liabilities of both of the dual listed companies, Rio Tinto plc and Rio Tinto Limited, and their subsidiaries. In other words, Rio Tinto plc and Rio Tinto Limited are viewed as a single parent company with their respective shareholders being the shareholders in that single company.
The 2012 Annual report satisfies the obligations of Rio Tinto Limited to prepare consolidated accounts under Australian company law, as amended by an order issued by the Australian Securities and Investments Commission on 22 December 2010 (as amended on 17 February 2012). The 2012 financial statements disclose the effect of the adjustments to the Groups consolidated profit, consolidated total comprehensive income and consolidated shareholders funds as prepared under IFRS that would be required under the version of IFRS that is applicable in Australia, referred to as Australian Accounting Standards (AAS).
The US dollar is the presentation currency used in these financial statements, as it most reliably reflects the Groups global business performance.
(ii) Impairment review of asset carrying values
Events or changes in circumstances can give rise to significant impairment charges or reversals of impairment in a particular year.
Where the recoverable amounts of the Groups cash generating units are assessed by analyses of discounted cash flows, the resulting valuations are particularly sensitive to changes in estimates of long term commodity prices including any carbon element, exchange rates, operating costs and discount rates.
Note 12 outlines the significant judgments and assumptions made in performing impairment testing of non-current assets.
(iii) Estimation of asset lives and determination of ore reserve estimates
Intangible assets are considered to have indefinite lives 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. The factors considered in making this determination include the existence of contractual rights for unlimited terms; or evidence that renewal of the contractual rights without significant incremental cost can be expected for indefinite periods into the future in view of the Groups investment intentions.
Rio Tinto estimates its ore reserves and mineralisation based on information compiled by Competent Persons as defined in accordance with the Australasian code for Reporting of Exploration Results, Mineral Resources and Ore Reserves of December 2004 (the JORC code). The amounts presented under IFRS and AAS are based on the reserves, and in some cases mineralised material, determined under the JORC code.
The estimation of ore reserves requires judgment to interpret available geological data and then to select an appropriate mining method and establish an extraction schedule. It also requires assumptions about future commodity prices, exchange rates, production costs, recovery rates and discount rates and, in some instances, the renewal of mining licences.
There are numerous uncertainties inherent in estimating ore reserves and assumptions that are valid at the time of estimation may change significantly when new information becomes available.
New geological data as well as changes in the above assumptions may change the economic status of reserves and may, ultimately, result in the reserves being restated. Such changes in reserves could impact on depreciation and amortisation rates, asset carrying values, deferred stripping calculations and provisions for close down and restoration costs.
(iv) Close down, restoration and clean-up obligations
Provision is made for environmental remediation costs when the related environmental disturbance occurs, based on the net present value of estimated future costs with, where appropriate, probability weighting for the different remediation or closure outcomes which could realistically arise. The ultimate cost of environmental disturbance is uncertain and management uses its judgment and experience to provide for these costs over the life of the operations. Cost estimates can vary in response to many factors including changes to the relevant legal or local/national government ownership requirements, the Groups environmental policies, the emergence of new restoration techniques, the timing of the expenditures and the effects of inflation. Experience gained at other mine or production sites is also a significant consideration.
Cost estimates are updated throughout the life of the operation. The accuracy range for operations with a remaining life of more than ten but less than 40 years is plus or minus 30 per cent. For operations with a remaining life of more than five but less than ten years the range is 20 per cent. Operations must produce a full decommissioning plan five years prior to the estimated date of closure. The accuracy range of the full decommissioning plan is plus or minus 15 per cent.
156 Rio Tinto 2012 Annual report
The expected timing of expenditure included in cost estimates can also change, for example in response to changes in ore reserves, production rates, operating licence or economic conditions. Expenditure may occur before and after closure and can continue for an extended period of time depending on the specific site requirements. Some expenditure can continue into perpetuity.
Cash flows must be discounted if this has a material effect. The selection of appropriate sources on which to base calculation of the risk free discount rate used for this purpose also requires judgment.
As a result of all of the above factors there could be significant adjustments to the provision for close down, restoration and clean-up costs which would affect future financial results.
(v) Deferral of stripping costs
Stripping of waste materials takes place throughout the production stage of the mine or pit. Some mining companies expense these production stage stripping costs as incurred, while others defer such stripping costs. In operations that experience material fluctuations in the ratio of waste materials to ore or contained minerals on a year to year basis over the life of the mine or pit, deferral of stripping costs reduces the volatility of the cost of stripping expensed in individual reporting periods. Those mining companies that expense stripping costs as incurred will therefore report greater volatility in the results of their operations from period to period.
The life of mine or pit waste-to-ore ratio is a function of an individual mines pit design and therefore changes to that design will generally result in changes to the ratio. Changes in other technical or economic parameters that impact on reserves will also have an impact on the life of mine or pit ratio even if they do not affect the pit design. Changes to the life of mine or pit ratio are accounted for prospectively.
The Groups determination of whether multiple pit mines are considered separate or integrated operations depends on each mines specific circumstances and the analysis requires judgment; another company could make the determination that a mine is separate or integrated differently than the Group, even if the fact pattern appears to be similar. To the extent the determination is different; the resulting accounting would also be different.
During 2012, production stage stripping costs capitalised by subsidiaries and equity accounted operations were US$411 million and the amounts charged against pre-tax profit was US$67 million (2011: production stage costs exceeded the amount charged against pre-tax profit by US$257 million; 2010: production stage costs exceeded the amount charged against pre-tax profit by US$123 million).
There was US$11 million impairment (net of reversals) of deferred stripping costs in both 2012 and 2011. In 2010, there was no impairment of deferred stripping costs.
The net book value of stripping costs in property, plant and equipment and in investments in equity accounted units at 31 December 2012 was US$1.9 billion (2011: US$1.6 billion; 2010: US$1.3 billion).
Information about the stripping ratios of the business units, including equity accounted units, that account for the majority of the deferred stripping costs at 31 December 2012, along with the year in which the deferred stripping costs are expected to be fully amortised, is set out in the following table:
Rio Tinto Borax capitalised stripping costs during the production stage of the mine as part of a distinct period of new development which was completed in 2004. The capitalised costs will be fully amortised in 2042.
As noted in the Basis of preparation, IFRIC 20 will change the accounting for post production stripping costs. Implementation, which is mandatory in 2013, is expected to result in a write off to retained earnings of some US$0.4 billion at 1 January 2011, which is the date of transition.
(vi) Recognition of deferred tax on mining rights recognised in acquisitions
On transition to IFRS with effect from 1 January 2004, deferred tax was provided in respect of fair value adjustments on acquisitions in previous years. No other adjustments were made to the assets and liabilities recognised in prior year acquisitions. Accordingly, shareholders funds were reduced by US$720 million primarily as a result of deferred tax on fair value adjustments to mining rights.
Deferred tax is provided in respect of fair value adjustments on acquisitions. These adjustments may relate to assets such as mining rights that, in general, are not eligible for income tax allowances. Provision for deferred tax is based on the difference between the carrying value of the asset and its income tax base (which may be nil). Even where there is no income tax base, the existence of a tax base for capital gains tax purposes is not taken into account in determining the deferred tax provision for the mining rights because it is expected that the carrying amount will be recovered primarily through use of the rights and not from disposal. Also, the Group is only entitled to a deduction for capital gains tax purposes if the mining rights are sold or formally relinquished. For acquisitions after 1 January 2004, provision for deferred tax on acquisition results in a consequential increase in the amounts attributed to goodwill under IFRS. Amounts attributed to goodwill for business combinations in 2011 and 2012 are shown in note 38.
(vii) Capitalisation of exploration and evaluation costs and other costs prior to the decision to mine/construct
Under the Groups accounting policy, exploration expenditure is not capitalised. Evaluation expenditure is capitalised when there is a high degree of confidence in the projects viability and it is therefore considered probable that future economic benefits will flow to the Group.
A projects viability is determined based on whether it will provide a satisfactory return relative to the perceived risks of the project and coincides with the point at which construction of the project/the decision to mine is approved at the appropriate authorisation level within the Group (the Investment
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Committee; and the Board where appropriate). In determining whether to approve a project, the Investment Committee reviews the ore reserves estimate together with analyses regarding the net present value of the project and sensitivity analyses around key assumptions.
There are occasions when the Group concludes that the asset recognition criteria are met at an earlier stage than approval to construct/mine. In these cases, evaluation expenditure is capitalised if there is a high degree of confidence in the projects viability. The Groups view is that a high degree of confidence is greater than more likely than not (that is greater than 50 per cent) and less than virtually certain (that is less than 90 per cent certainty). Determining whether there is a high degree of confidence in an evaluation projects viability requires a significant degree of judgment and assessment of all relevant factors such as the nature and objective of the project; the projects current stage; project timeline; current estimates of the projects net present value including sensitivity analyses around key assumptions; the main risks of the project. Development expenditure incurred prior to the decision to construct/mine is subject to the same criteria for capitalisation, being a high degree of confidence in a projects viability.
In accordance with IFRS 6 Exploration for and Evaluation of Mineral Resources, the criteria for the capitalisation of exploration and evaluation costs is applied consistently from period to period.
Subsequent recovery of the resulting carrying value depends on successful development or sale of the undeveloped project. If a project does not prove viable, all irrecoverable costs associated with the project net of any related impairment provisions are written off.
(viii) Identification of functional currencies
The functional currency for each entity in the Group, and for equity accounted units, is the currency of the primary economic environment in which it operates. Determination of functional currency involves significant judgment and other mining companies may make different judgments based on similar facts. For many of Rio Tintos entities, their functional currency is the currency of the country in which they operate. The Group reconsiders the functional currency of its entities if there is a change in the underlying transactions, events and conditions which determine their primary economic environment.
The determination of functional currency affects the carrying value of non-current assets included in the statement of financial position and, as a consequence, the amortisation of those assets included in the income statement. It also impacts exchange gains and losses included in the income statement and in equity.
The majority of the ex-Alcan businesses acquired by the Group in 2007 changed from US functional currency to local functional currency for accounting purposes on 1 January 2011. The integration of the ex-Alcan businesses with the existing aluminium business of Rio Tinto changed the economic environment for these ex-Alcan businesses since acquisition in several ways. In particular, the divestment of the majority of the ex-Alcan downstream operations, the legal reorganisations that transferred ownership of certain ex-Alcan companies within the Rio Tinto group and the centralisation of certain functions such as procurement, pensions and shipping brought their business model closer to that for the rest of Rio Tintos operations, the majority of which have the local currency as their functional currency. In addition, whilst financing is only a secondary indicator of functional currency, the magnitude of US dollar denominated debt, which had been largely repaid by 1 January 2011, was a factor in the original determination of US functional currency at acquisition.
(ix) Estimation of liabilities for post retirement costs
The value of the Groups liabilities for post-retirement benefits will ultimately depend upon the amount of benefits paid out. This in turn will depend upon the future pay increases received by members of final pay plans, the level of inflation (for those benefits that are subject to some form of inflation protection), the number of individuals and how long individuals live in retirement.
Most of the Groups defined benefit pension plans are closed to new entrants and most of the liabilities relate to former employees. As a consequence, the carrying value of the Groups post-retirement liabilities is less sensitive to the assumption about future salary increases than it is to the assumption regarding future inflation. The assumption regarding future inflation is derived using market yields on inflation-linked instruments where possible, combined with consensus views on future inflation. This assumption is derived using the same process at each reporting date. Changes to the assumption therefore reflect changes to the market and consensus views of future inflation.
The Group reviews the actual mortality rates of retirees in its major pension plans on a regular basis and uses these rates to set its current mortality assumptions. It also allows for future improvements in mortality having regard to standard improvement scales in each country.
The discount rate used to value post-retirement liabilities is set in accordance with IAS 19 Post retirement benefits based upon the yields on high quality corporate bonds in the relevant currency and of a duration consistent with the nature of the liabilities. The discount rate will vary from one period to another in line with movements in corporate bond yields, but at any given measurement date there is relatively little estimation uncertainty.
Details of the key assumptions, how they have moved since the previous statement of financial position date and the sensitivity of the carrying value to changes in the assumptions, are set out in note 46.
For 2012 the charge against income for post retirement benefits net of tax and non-controlling interests was US$535 million. This charge included both pension and post retirement healthcare benefits. The charge is net of the expected return on assets which was US$481 million after tax and non-controlling interests.
The average future increase in compensation levels was assumed to be 3.4 per cent in 2012 and will be 3.4 per cent for 2013. The average discount rate used was 4.3 per cent in 2012 and will be 3.9 per cent in 2013 reflecting the net impact of changes in corporate bond yields in the regions where the Group has pension obligations.
The weighted average expected long term rate of return on assets used to determine the 2012 pension cost was 5.0 per cent. Starting in 2013, the expected rate of return on assets will no longer be used to determine pensions cost, as it is replaced by interest income on assets, calculated using the discount rate, in accordance with the revisions to IAS 19.
Based on the known changes in assumptions noted above and other expected circumstances, and in the absence of the revisions to IAS 19 and IFRS 11, Joint Arrangements, which are effective on 1 January 2013, the expected impact of post retirement costs on the Groups IFRS net earnings in 2013 would be US$4 million less than in 2012. The actual charge will be impacted by the revisions to IAS 19 and IFRS 11 and other factors that cannot be predicted, such as the effect of changes in benefits, number of employees and exchange rates.
The revisions to IAS 19 do not have a material impact on the Groups statement of financial position.
158 Rio Tinto 2012 Annual report
The table below sets out the potential change in the Groups 2012 net earnings (after tax and non-controlling interests) that would result from hypothetical changes to post retirement assumptions and estimates. The sensitivities are viewed for each assumption in isolation although a change in one assumption is likely to result in some offset elsewhere. The figures in the table only show the impact on underlying and net earnings. Changing the assumptions would also have an impact on the statement of financial position.
(x) Recoverability of potential deferred tax assets
The Group has tax losses, and other deductible temporary differences, mainly in UK, French, Canadian, US and Australian taxable entities that have the potential to reduce tax payments in future years. Deferred tax assets have been recognised to the extent that their recovery is probable, having regard to the projected future taxable profits of these taxable entities and after taking account of specific risk factors that affect the recovery of these assets.
The possible tax assets i.e. the amounts that would be recognised if there were no need to assess recoverability on losses and other temporary differences in these taxable entities, are shown in the table below and totalled US$18,512 million at 31 December 2012 (2011: US$3,834 million). Of these possible tax assets, US$3,358 million have been recognised as deferred tax assets (2011: US$1,875 million), leaving US$15,154 million (2011: US$1,959 million) unrecognised, as recovery is not considered probable.
The recognised amounts do not include deferred tax assets that have been offset against recognised deferred tax liabilities. This is a change in presentation for 2012 and comparatives have been restated accordingly. In previous years, with the exception of capital losses, tax losses have been shown at their full value before offsetting deferred tax liabilities.
(xi) Contingencies
Disclosure is made of material contingent liabilities unless the possibility of any loss arising is considered remote. Contingencies are disclosed in note 32.
(xii) Basis of consolidation
In determining whether the Group has control, joint control or significant influence over an entity, the Group considers whether other parties hold veto rights over significant operating and financial policies. In some instances, the Group has control of an entity where other parties own more than one half, or in some cases all, of the voting rights of an entity but the Group can control those voting rights through a contractual arrangement. In such circumstances, the Group considers, in particular, whether it obtains benefits, including non-financial benefits, from its power to govern the financial and operating policies of the entity.
In some cases, the Group makes acquisitions over a period of days, weeks or months. It is a matter of judgment as to whether the payments made during this period form part of one transaction or a number of separate transactions. In the latter case, the transactions will be treated as an acquisition in stages. The effect on the financial statements of treatment as an acquisition in stages is that any excess of consideration over identifiable net assets for transactions after control has been gained will be recorded as a reduction in equity. If the transactions were treated as one acquisition then all such excess consideration would be treated as goodwill. In addition, acquisitions of shares after the date on which control is gained and which are accounted for in stages are shown within Financing activities in the cash flow statement rather than in Investing activities.
Factors which are considered in this judgment are the length of time between the acquisition date and completion of the transaction and whether, at the time of the initial share purchase, it was clear what percentage ownership would ultimately be obtained.
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2 Operating segments
Restated(b)
160 Rio Tinto 2012 Annual report
Rio Tintos management structure is based on the principal product groups shown above together with the global functions that support the business. The chief executive of each product group reports to the chief executive of Rio Tinto. The chief executive of Rio Tinto monitors the performance of each product group based on a number of measures including capital expenditure and operating cash flows, with Underlying earnings being the key financial performance indicator. Finance costs and net debt are managed on a group basis.
Generally, business units are allocated to product groups based on their primary product. The Energy product group includes both coal and uranium businesses. The Diamonds & Minerals product group includes businesses with products such as borates, salt and titanium dioxide feedstock together with diamond operations and the Simandou iron ore project, which is the responsibility of the Diamonds & Minerals product group chief executive. The Copper group includes certain gold operations in addition to copper.
The financial information by business unit provided on page 219 of these financial statements provide additional voluntary disclosure which the Group considers is useful to the users of the financial statements.
(a) Sales revenue
Gross sales revenue includes the sales revenue of equity accounted units (after adjusting for sales to subsidiaries) of US$5,068 million (2011: US$5,240 million, 2010: US$4,048 million) in addition to consolidated sales revenue. Consolidated sales revenue includes subsidiary sales of US$438 million (2011: US$479 million, 2010: US$210 million) to equity accounted units which are not included in gross sales revenue.
Intersegment transactions relate to sales between the Aluminium Product Group and Constellium (formerly Alcan Engineered Products) and Other Aluminum operations whose results are reported within Other operations.
(b) Restatements
Dampier Salt and the Simandou iron ore project were transferred from the Iron Ore product group to the Diamonds & Minerals product group following changes to the Groups management structure, and accordingly information for 2011 and 2010 has been reclassified.
Comparatives for gross revenue for 2011 and 2010 have been restated (2011: US$324 million, 2010: US$206 million) to exclude amounts relating to product sold by the Group to an equity accounted unit and subsequently sold to third parties. The amount was correctly included within consolidated sales revenue which remain unchanged.
(c) Depreciation and amortisation
Product group depreciation and amortisation totals include 100 per cent of subsidiaries depreciation and amortisation and include Rio Tintos share of the depreciation and amortisation of equity accounted units. Rio Tintos share of the depreciation and amortisation charge of equity accounted units is deducted to arrive at depreciation and amortisation excluding equity accounted units as shown in note 4. These figures exclude impairment charges, which are excluded from Underlying earnings.
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2 Operating segments continued
(d) Underlying earnings
Underlying earnings is reported by Rio Tinto to provide greater understanding of the underlying business performance of its operations and to enhance comparability of reporting periods.
The measure of Underlying earnings is used by the chief executive of Rio Tinto to assess the performance of the product groups. Underlying earnings and Net earnings both represent amounts attributable to Rio Tinto shareholders. The following items are excluded from Net earnings in arriving at Underlying earnings each period irrespective of materiality:
In addition, there is a final judgemental category which includes, where applicable, other credits and charges that, individually, or in aggregate if of a similar type, are of a nature or size to require exclusion in order to provide additional insight into underlying business performance.
Product group earnings include earnings of subsidiaries and equity accounted units stated before finance items but after the amortisation of discount.
Rio Tintos share of the Underlying earnings of equity accounted units amount to US$1,008 million in 2012 (2011: US$834 million; 2010: US$1,202 million). This amount is attributable as follows: US$778 million profit to the Copper group and US$230 million profit to other product groups (2011: US$660 million profit attributable to the Copper product group and US$174 million profit to other product groups; 2010: US$1,016 million profit attributable to the Copper product group and US$186 million profit to other product groups). These amounts are included in Underlying earnings of the relevant product groups and include the Underlying earnings of the Groups tolling entities which process bauxite and alumina. Tolling entities recharge the majority of their costs and generally have minimal earnings.
The Energy product groups Underlying earnings in 2012 included US$258 million profit after tax in relation to the divestments of equity interest in Extract Resources and Kalahari Minerals. 2010 included US$229 million profit after tax in relation to the divestment of Maules Creek and Vickery coal projects. The Diamonds & Minerals product groups Underlying earnings in 2009 included US$797 million profit after tax in relation to the divestment of undeveloped potash assets in Argentina and Canada.
(e) Reconciliation of net earnings to Underlying earnings
Discontinued operations(j)2012
Impairment charges net of reversals (note 6)
Gains and losses on consolidation and disposal of interests in businesses(f)
Exchange and derivative gains/(losses):
Exchange gains/(losses) on US dollar net debt and intragroup balances
Gains/(losses) on currency and interest rate derivatives not qualifying for hedge accounting
Gains on commodity derivatives not qualifying for hedge accounting
Deferred tax asset write off(g)
MRRT(h)
Other exclusions(i)
Total excluded from Underlying earnings
162 Rio Tinto 2012 Annual report
Less share of equity accounted units sales revenue
Sales revenue by product(c)
Gross sales revenues of the Group are derived from the following products sold to external customers:
Share of equity accounted units sales and intra-subsidiary/equity accounted units sales
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3 Operating segments additional information continued
Non-current assets other than excluded items
The total of non-current assets other than items excluded is shown by location below. This is allocated based on the location of the business units holding the assets.
4 Net operating costs
Information on auditors remuneration is included in note 40.
164 Rio Tinto 2012 Annual report
5 Employment costs
Non- controllinginterests2012
Net amount2012
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166 Rio Tinto 2012 Annual report
The tax credit/(charge) relating to components of other comprehensive income is as follows:
Total
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Earnings
Weighted
average
number of
(millions)
Per share
amount
(cents)
Basic (loss)/earnings per share attributable to ordinary shareholders of Rio Tinto continuing operations
Basic loss per share attributable to ordinary shareholders of Rio Tinto discontinued operations
Total basic (loss)/earnings per share profit for the year(a)
Diluted (loss)/earnings per share attributable to ordinary shareholders of Rio Tinto continuing operations
Diluted loss per share attributable to ordinary shareholders of Rio Tinto discontinued operations
Total diluted (loss)/earnings per share profit for the year(b)
168 Rio Tinto 2012 Annual report
11 Dividends
The dividends paid in 2012 are based on the following US cents per share amounts: 2011 final 91.0 cents, 2012 interim 72.5 cents (2011 dividends paid: 2010 final 63.0 cents, 2011 interim 54.0 cents; 2010 dividends paid: 2009 final 45.0 cents, 2010 interim 45.0 cents).
The number of shares on which Rio Tinto plc dividends are based excludes those held as treasury shares. 2012, 2011 and 2010, no Rio Tinto Limited shares were held by Rio Tinto plc.
In addition, the directors of Rio Tinto announced a final dividend of 94.5 cents per share on 14 February 2013. This is expected to result in payments of US$1,745 million (Rio Tinto plc: US$1,333 million, Rio Tinto Limited: US$412 million). The dividends will be paid on 11 April 2013 to Rio Tinto plc shareholders on the register at the close of business on 8 March 2013 and to Rio Tinto Limited shareholders on the register at the close of business on 13 March 2013.
The proposed Rio Tinto Limited dividends will be franked out of existing franking credits or out of franking credits arising from the payment of income tax during 2013.
The approximate amount of the Rio Tinto Limited consolidated tax groups retained profits and reserves that could be distributed as dividends and franked out of credits, that arose from net payments of income tax in respect of periods up to 31 December 2012 (after deducting franking credits expected to be utilised on the 2012 final dividend declared), is US$18,041 million.
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At 31 December 2012, goodwill has been allocated as follows:
Impairment tests for goodwill
Post-tax discount rates
In arriving at fair value less costs to sell for each operation, a base post-tax discount rate of 6.9 per cent (2011: 6.6 per cent) has been applied to the post-tax cash flows expressed in real terms. The base discount rate used has been increased by a premium of between one and four per cent for operations in countries with a higher risk profile and has been decreased by up to 0.5 per cent for assets relating to commodities with a lower risk profile.
The annual impairment review of the Groups Aluminium businesses resulted in an impairment to the remaining goodwill relating to the former Alcan businesses of US$6,056 million (2011: US$7,405 million; 2010: no impairment charge). The recoverable amount has been assessed by reference to fair value less costs to sell, using discounted cash flows, in line with the policy set out in note 1(i).
Fair value less costs to sell (FVLCS) was determined by estimating discounted cash flows until the end of the life of each site based on long-term production plans, including closure restoration and environmental clean-up costs. Aluminium benefits from a global marketplace with substantial barriers to entry and there are a limited number of competitors who are able to access effectively the key resources necessary to make aluminium. In addition, continued global industrialisation is expected to support demand for aluminium in the long term. The industry has however been running with surpluses in production over the past several years. Limited constraints on the ability of Chinese production to meet domestic demand and London Metal Exchange (LME) inventories at all time high levels have both had a negative impact on the price outlook. The further deterioration in aluminium market conditions in the second half of 2012, together with strong currencies in certain regions and high raw material costs, has had a negative impact on the current market values of the aluminium industry. A current market participants view of fair value might not include the full value of the Groups planned improvements in cash margins from existing operations and from the successful implementation of growth projects; however the Groups view is that a market participant would ascribe some value to these aspects of the business.
The key assumptions to which the calculation of FVLCS for the Aluminium businesses is most sensitive are the aluminium price; the Canadian dollar and Australian dollar exchange rates against the US dollar; operating costs; and discount rates. Aluminium prices and operating costs have been estimated in line with the policy in note 1(i).
Key assumptions
Aluminium prices
Short term prices are consistent with market observable prices, thereafter they are transitioned to a long-term price based on detailed analysis of market fundamentals.
Both prices and margins are kept constant in real terms from 2022 onwards. Alumina and bauxite prices are not considered a key assumption as they are typically priced as a percentage of aluminium prices. For the purposes of sensitivities any reasonable possible changes consider movements in both aluminium and alumina as a result of this relationship.
The long-term aluminium price for impairment testing purposes decreased by three per cent in real terms compared to prior year, marginally above the mid-point of the range published by market commentators of US$1,984 and US$2,932 per tonne, with an average of US$2,419 per tonne.
170 Rio Tinto 2012 Annual report
Foreign exchange rates
In the determination of FVLCS, the Group uses the 30-day moving average spot exchange rates, kept constant in real terms, as a proxy for long-term future exchanges rates. For those currencies that show a strong correlation with world commodity prices, specifically the Australian and Canadian dollar, the spot exchange rate is adjusted to ensure consistency with the Groups view of long-term commodity prices. In 2013 and 2014, the 30 day moving average spot exchange rate is used and a linear annual increase or decrease is assumed over the period from 2014 to 2017. These long run exchange rate assumptions are applied from 2017. To determine the long run exchange rates used for the impairment assessment, an adjustment is made to account for the difference between internal commodity price forecasts and the markets expectation of commodity prices.
Operating costs
Operating costs are based on long-term production plans and known cost improvement strategies, both of which market participants are aware of. Underlying input cost assumptions are consistent with related output price assumptions. As noted above, margins are assumed to remain constant from 2022 onwards.
Goodwill sensitivity analysis
Since all of the goodwill within subsidiary companies relating to aluminium businesses has been impaired, an adverse change to any of the key assumptions would lead to a reassessment of impairment indicators which could lead to a further impairment to intangible assets, property, plant and equipment and investments in equity accounted units. It is estimated that adverse changes in key assumptions would lead to the following decreases in FVLCS which may lead to a further impairment within the Aluminium cash-generating units:
Each of the sensitivities above has been determined by assuming that the relevant key assumption moves in isolation, except where modifying the aluminium price directly affects the price assumption for certain input costs and further assumes that there is no mitigating action by management.
Oyu Tolgoi
Goodwill of US$983 million arose following consolidation on 15 December 2010 of Oyu Tolgoi LLC, of which US$881 million was calculated in accordance with the requirement in IFRS to recognise a deferred tax asset or liability on the difference between the fair value of newly consolidated assets and liabilities and their tax base. Subsequent to this date, a further US$166 million of goodwill was allocated to the Oyu Tolgoi cash-generating unit on consolidation of the remaining Turquoise Hill Resources Ltd. assets on 24 January 2012. Accordingly, US$1,149 million goodwill was tested for impairment within the Oyu Tolgoi cash-generating unit.
Oyu Tolgois annual impairment review did not result in an impairment charge for 2012 (2011 and 2010: no impairment charge). The recoverable amount has been assessed by reference to FVLCS, in line with the policy set out in note 1(i). FVLCS was determined by estimating cash flows until the end of the life of mine plan.
The key assumptions to which the calculation of FVLCS for Oyu Tolgoi is most sensitive are the long-term copper prices; discount rates; operating costs; and the timing of the underground project. Other assumptions include the long-term gold price, Mongolian Tugrik and Chinese Yuan exchange rates against the US dollar. Future selling prices and operating costs have been estimated in line with the policy set out in note 1(i). Based on the assessment of FVLCS, the recoverable amount exceeds the carrying value of all assets by approximately 10.0 per cent.
A five per cent decrease in the long-term copper price, in isolation, would lead to a decrease in the FVLCS and lead to it being equal to its carrying amount. A 0.5 per cent increase in the discount rate, in isolation, would lead to a decrease in the FVLCS and also lead to it being equal to its carrying amount. A five per cent increase in operating costs, in isolation, would lead to a US$437 million decrease in the FVLCS which reduces the headroom to 3.7 per cent.
If the timing of the underground project is delayed, this could have an adverse impact upon the recoverable amount due to the delay in commencing full production. A twelve month delay would eliminate the excess above carrying value and result in an estimated US$150 million impairment to goodwill.
Richards Bay Minerals
The Group consolidated Richards Bay Minerals on 3 September 2012. The majority of goodwill of US$811 million arose in accordance with the requirement in IFRS to recognise a deferred tax asset or liability on the difference between the provisional fair value of newly consolidated assets and liabilities and their tax base. The recognition of Richards Bay Minerals identifiable assets and liabilities in the statement of financial position was based on fair values at the acquisition date determined with the assistance of an independent third party valuer. These fair values are provisional and will be finalised within one year of the acquisition.
Richards Bay Minerals annual impairment review resulted in no impairment charge for 2012 (2011 and 2010: no impairment charge). The recoverable amount has been assessed by reference to FVLCS, in line with the policy set out in note 1(i). FVLCS was determined by estimating cash flows until the end of the life of mine plan.
The key assumptions to which the calculation of FVLCS for Richards Bay Minerals is most sensitive are the long-term titanium slag prices and discount rates. Other assumptions include the long-term pig iron and zircon prices, the South African Rand exchange rate against the US dollar and operating costs. Future selling prices and operating costs have been estimated in line with the policy set out in note 1(i).
A five per cent decrease in the long-term titanium slag price, in isolation, would lead to a US$208 million decrease in the FVLCS which would still result in an excess of the recoverable amount over the carrying value of assets. A 0.5 per cent increase in the discount rate, in isolation, would lead to a US$167 million decrease in the FVLCS which would also result in an excess of the recoverable amount over the carrying value of assets.
Refer to note 38 for further information relating to the consolidation of Richards Bay Minerals.
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12 Goodwill continued
Rio Tinto Coal Mozambique (formerly Riversdale Mining Limited)
The Group acquired a controlling interest in Riversdale Mining Limited on 8 April 2011. Goodwill of US$530 million arose in accordance with the requirement in IFRS to recognise a deferred tax asset or liability on the difference between the fair value of newly consolidated assets and liabilities and their tax base. The acquisition was based on a multi-mine development which assumed a low cost barging solution as a primary means to transport coal to export markets. The acquisition was predicated on the development of three mines, namely Benga, Zambeze and Tete East that would support an eventual annual production level of 29 million tonnes per annum.
The annual impairment review for Rio Tinto Coal Mozambique (RTCM) resulted in a full impairment of the goodwill of $541 million in 2012 (2011: no impairment charge). The recoverable amount has been assessed by reference to FVLCS, in line with the policy set out in note 1(i).
FVLCS was determined by estimating discounted cash flows until the end of the assets life based on long term production plans, including closure restoration and environmental clean-up costs. In Mozambique, the development of infrastructure to support the coal asset is more challenging than initially anticipated. The Group originally sought to transport coal by barge along the Zambeze River, however this option did not receive government approval. These infrastructure constraints combined with a downward revision to estimates of recoverable coking coal volumes on the RTCM tenements have caused a reduction to the overall scale and ramp up schedule of RTCM and consequently a downward revision of its FVLCS.
The key assumptions to which the calculation of FVLCS for RTCM is most sensitive are the thermal coal and hard coking coal price; operating costs; discount rates; and infrastructure assumptions. Coal prices and operating costs have been estimated in line with the policy set out in note 1(i).
Coal prices
For the purpose of sensitivity analyses any reasonable possible change considers movements in both long-term thermal coal and hard coking coal prices.
The long-term thermal coal price for impairment testing purposes was within the range published by market commentators of US$70 and US$112 per tonne, with an average of US$92 per tonne, albeit at the upper end of this range. While the long-term price assumption was near the top end of the range, the market commentator prices exclude the impact of carbon pricing, whereas the long-term prices used include an element of carbon pricing (see note 1(i)). The price used for impairment testing purposes is based on an assessment of future climate policy evolution and the range of carbon prices that could result from this process.
The long-term hard coking coal price for impairment testing purposes was marginally above the range published by market commentators of US$132 and US$203 per tonne. The market commentators price does not typically look beyond a five year period; whilst the Group believe that a willing market participant would consider long-term prices, with the long-term price increase resulting from the high level of uncertainty surrounding the hard coking coal supply availability, with the operating and incentive curve volumes insufficient to satisfy demand regardless of the price. If the long term (plus five years) price of US$203 per tonne published by market commentators was used to derive the FVLCS, then the recoverable amount would be lower by an amount estimated to be up to US$100 million.
Operating costs are based on long term production plans which a market participant would be aware of. Underlying input cost assumptions are consistent with related output price assumptions.
Infrastructure assumptions
The FVLCS is based upon RTCM reaching a total output of some 11.5 million tonnes per annum using the existing Sena-Beira railway network and that the current railway network is expanded to an overall capacity of 20 million tonnes per annum by the network owner. The FVLCS also assumes a constant user charge for the railway network which is based upon the best, currently available information. If the timing of the expansion to the network is delayed or does not occur, the annual production would be restricted to just the Benga asset which would lead to a decrease in the recoverable amount estimated to be up to US$300 million.
Since all of the goodwill related to RTCM has been impaired, an adverse change to any of the key assumptions would lead to a reassessment of impairment indicators which could lead to a further impairment to property, plant and equipment and investments in equity accounted units. It is estimated that adverse changes in key assumptions would lead to the following decreases in FVLCS which may lead to a further impairment within the RTCM cash generating unit:
Each of the sensitivities above was determined assuming the relevant key assumption moved in isolation.
Other
Other goodwill includes US$518 million (2011: US$506 million) relating to Australian Iron Ore which comprises the business units located in the Pilbara region of Western Australia that mine iron ore, namely Robe River and Hamersley Iron. The recoverability of the Other goodwill has been assessed by reference to FVLCS using discounted cash flows, which is in line with the policy set out in note 1(i). The recoverable amounts were determined to be in excess of carrying value, and there are no reasonably possible changes in key assumptions that would cause the remaining goodwill to be impaired by a significant amount.
172 Rio Tinto 2012 Annual report
Exploration and evaluation expenditure
The charge for the year and the net amount of intangible assets capitalised during the year are as follows:
Changes in accruals (including impairment of undeveloped projects of US$nil (2011: US$37 million; 2010: nil) and non-cash proceeds on disposal of undeveloped projects)
Amount capitalised during the year
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14 Property, plant and equipment
Mining
properties
and leases(a)
Land
and
buildings(b)
Plant
equipment
Capital
works in
progress
174 Rio Tinto 2012 Annual report
Restated(c)
Group
interest
Rio Tinto
share of
net debt/
(funds)
Inventory write downs, net of reversals, amounting to US$208 million (2011: US$184 million; 2010: US$115 million) were recognised during the year.
riotinto.com 175
Non current
Current
There is no material element of trade and other receivables that is interest bearing.
Due to their comparatively short term maturities, the fair value of current trade and other receivables including the majority of amounts classified as non-current assets, approximates their carrying value.
As of 31 December 2012, trade and other receivables of US$190 million (2011: US$159 million) were past due but not impaired. The ageing of these receivables is as follows:
These relate to a number of customers for whom there is no recent history of default or other indicators of impairment.
With respect to trade and other receivables that are neither impaired nor past due, there are no indications as of the reporting date that the debtors will not meet their payment obligations.
176 Rio Tinto 2012 Annual report
Deferred tax balances for which there is a right of offset within the same jurisdiction are presented net on the face of the statement of financial position as permitted by IAS 12. The closing deferred tax liabilities and assets, prior to this offsetting of balances, are shown below.
20 Assets and liabilities held for sale
At 31 December 2012 assets and liabilities held for sale comprise Palabora Mining Company Limited and Zululand Anthracite Colliery, which was acquired with Riversdale Mining Limited. On 11 December 2012, Rio Tinto announced that it had reached a binding agreement to sell its 57.7 per cent effective interest in Palabora for $373 million. The purchaser is a consortium comprising South African and Chinese entities led by the Industrial Development Corporation of South Africa Limited and Hebei Iron & Steel Group. The sale is subject to customary regulatory approvals in South Africa and China which are expected to take four to six months.
In relation to Palabora, assets held for sale include: plant, property and equipment: $299 million, cash and other financial asset: $306 million and other assets: $275 million; liabilities held for sale include: provisions: $116 million, other financial liabilities: $100 million and other liabilities: $153 million. Other assets and liabilities held for sale relate to ZAC, which was classified as held for sale on acquisition.
At 31 December 2011 assets and liabilities held for sale comprise Zululand Anthracite Colliery, which was acquired with Riversdale Mining Limited.
riotinto.com 177
21 Other financial assets
Non-current2012
Detailed information relating to other financial assets is given in note 31.
22 Cash and cash equivalents
Cash and cash equivalents include US$108 million (2011: US$305 million) for which there are restrictions on remittances. Other short term borrowings principally earn interest at a floating rate based on Libor plus a fixed spread.
178 Rio Tinto 2012 Annual report
23 Borrowings and other financial liabilities
Non-current2011
Alcan Inc. Global Notes 4.875% due 2012(b)
Alcan Inc. Global Notes 4.50% due2013(a)(b)
Rio Tinto Finance (USA) Limited Bonds 5.875% 2013(a)(b)
Rio Tinto Finance (USA) Limited Bonds 7.125% 2013(a)(b)
Alcan Inc. Global Notes 5.20% due2014(a)(b)
Rio Tinto Finance (USA) Limited Bonds 8.95% 2014(a)(b)
Rio Tinto Finance (USA) plc Bonds 1.125% 2015
Alcan Inc. Global Notes 5.00% due2015(a)(b)
Rio Tinto Finance (USA) Limited Bonds 1.875% 2015
Rio Tinto Finance (USA) Limited Bonds 2.500% 2016
Rio Tinto Finance (USA) Limited Bonds 2.250% 2016
Rio Tinto Finance (USA) plc Bonds 2.0% 2017
Rio Tinto Finance (USA) plc Bonds 1.625% 2017
Rio Tinto Finance (USA) Limited Bonds 6.5% 2018(a)(b)
Rio Tinto Finance (USA) Limited Bonds 9.0% 2019(a)(b)
Rio Tinto Finance Plc Euro Bonds 2.0% due 2020(a)(c)
Rio Tinto Finance (USA) Limited Bonds 3.5% 2020
Rio Tinto Finance (USA) Limited Bonds 4.125% 2021
Rio Tinto Finance (USA) Limited Bonds 3.750% 2021
Rio Tinto Finance (USA) plc Bonds 3.5% 2022
Rio Tinto Finance (USA) plc Bonds 2.875% 2022
Rio Tinto Finance Plc Euro Bonds 2.875% due 2024(a)(c)
Rio Tinto Finance (USA) Limited Bonds 7.125% 2028(a)(b)
Alcan Inc. Debentures 7.25% due 2028
Rio Tinto Finance Plc Sterling Bonds 4.0% due 2029(a)(c)
Alcan Inc. Debentures 7.25% due 2031
Alcan Inc. Global Notes 6.125% due 2033
Alcan Inc. Global Notes 5.75% due 2035
Rio Tinto Finance (USA) Limited Bonds 5.20% 2040
Rio Tinto Finance (USA) plc Bonds 4.75% 2042
Rio Tinto Finance (USA) plc Bonds 4.125% 2042
Loans from equity accounting units(e)
Other secured loans
Other unsecured loans
Finance leases
Bank overdrafts
Total borrowings including overdrafts(d)
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23 Borrowings and other financial liabilities continued
Other financial liabilities
Total borrowings and other financial liabilities
Detailed information relating to other financial liabilities is given in note 31.
24 Capitalised finance leases
180 Rio Tinto 2012 Annual report
25 Consolidated net debt
Exchange gains/(losses) on US dollar net debt and intragroup balances excluded from Underlyingearnings
Further information relating to the currency and interest rate exposures arising from net debt and related derivatives is given in note 31.
26 Trade and other payables
Due to their short term maturities, the fair value of trade and other payables approximates their carrying value.
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27 Provisions (including post retirement benefits)
Pensions andpost retirementhealthcare(a)
employeeentitlements(b)US$m
Close down
and restoration/
environmental(c)(d)(e)(f)US$m
182 Rio Tinto 2012 Annual report
28 Share capital Rio Tinto plc
During 2012, US$41 million of shares (2011: US$86 million of shares; 2010: US$39 million of shares) were purchased by the Employee Share Ownership Trust on behalf of Rio Tinto plc to satisfy future share options and awards as they vest.
Information relating to share options and other share based incentive schemes is given in note 45 on share based payments.
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29 Share capital Rio Tinto Limited
Issued and fully paid up share capital (no par value)
Share options exercised during the year to 31 December 2012 under various Rio Tinto Limited employee share option schemes were satisfied by the on-market purchase of Rio Tinto Limited shares by a third party on the Groups behalf.
30 Other reserves and retained earnings
184 Rio Tinto 2012 Annual report
riotinto.com 185
31 Financial instruments and risk management
Except, where stated, the information given below relates to the financial instruments of the parent companies and their subsidiaries and proportionally consolidated units, and excludes those of equity accounted units. The information is grouped in the following sections:
A Financial assets and liabilities by categories
B Derivatives and financial instruments
C Fair values
A (a) Financial assets and liabilities by categories
Available for
sale securitiesUS$m
Held to maturityassets/otherfinancialliabilities
Financial assets
Cash and cash equivalents
Trade and other receivables(a)
Equity shares and quoted funds
Other investments, including loans
Currency and commodity contracts: designated as hedges(c)
Derivatives and embedded derivatives not related to net debt: not designated as hedges(c)
Derivatives related to net debt(c)
Loans to equity accounted units including quasi equity loans
Total financial assets
Financial liabilities
Trade and other payables(b)
Short term borrowings and bank overdrafts
Medium and long term borrowings
Deferred consideration
Forward commodity contracts: designated as hedges(c)
Other derivatives and embedded derivatives not designated ashedges(c)
Total financial liabilities
186 Rio Tinto 2012 Annual report
Forward commodity contracts: designated ashedges(c)
Other derivatives and embedded derivatives not designated as hedges(c)
A (b) Financial risk management
Funding and exposure management
The Groups policies on financial risk management are clearly defined and consistently applied. They are a fundamental part of the Groups long term strategy covering areas such as foreign exchange risk, interest rate risk, commodity price risk, credit risk, liquidity risk and capital management.
The Group mainly sells commodities it has produced and also enters into third party transactions and physical swaps on alumina to balance the regional positions and to balance the loading on production facilities.
The Group has a diverse portfolio of commodities and operates in a number of markets, which have varying responses to the economic cycle. The relationship between commodity prices and the currencies of most of the countries in which the Group operates provides further natural protection in the long term. Production of minerals, aluminium and alumina is an important contributor to the Gross Domestic Products of Australia and Canada, countries in which the Group has a large presence. As a consequence, the Australian and Canadian currencies have historically tended to strengthen when commodity prices are high. In addition, US dollar floating interest rates have historically also tended to be high when commodity prices are high, and vice versa, and hence the Groups interest rate policy is to generally borrow and invest, after the impact of hedging, at floating interest rates. However, in some circumstances, the Group reserves the right to maintain a higher proportion of fixed rate funding. These natural hedges significantly reduce the necessity for using derivatives or other forms of synthetic hedging. Such hedging is therefore undertaken to a strictly limited degree, as described below.
Treasury operations
Treasury operates as a service to the business of the Rio Tinto Group and not as a profit centre. Strict limits on the size and type of transactions permitted are laid down by the Rio Tinto board and are subject to rigorous internal controls. Senior management is advised of corporate cash and debt positions, as well as commodity, currency interest rate and interest rate derivatives through a monthly reporting framework.
Treasury policy
Rio Tinto does not acquire or issue derivative financial instruments for trading or speculative purposes; nor does it believe that it has material exposure to such trading or speculative holdings through its investments in joint ventures and associates. Derivatives are used to separate funding and cash management decisions from currency exposure and interest rate management. Bank counterparty exposures are managed within allocated credit limits. Investment, funding and cash management activities are managed and co-ordinated by Treasury.
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31 Financial instruments and risk management continued
(i) Foreign exchange risk
MANAGEMENT POLICY
Rio Tintos shareholders equity, earnings and cash flows are influenced by a wide variety of currencies due to the geographic diversity of the Groups sales and the countries in which it operates. The US dollar, however, is the currency in which the majority of the Groups sales are denominated. Operating costs are influenced by the currencies of those countries where the Groups mines and processing plants are located and also by those currencies in which the costs of imported equipment and services are determined. The Australian and Canadian dollars are the most important currencies (apart from the US dollar) influencing costs. In any particular year, currency fluctuations may have a significant impact on Rio Tintos financial results. A strengthening of the US dollar against the currencies in which the Groups costs are partly determined has a positive effect on Rio Tintos Underlying earnings.
Given the dominant role of the US currency in the Groups affairs, the US dollar is the currency in which financial results are presented both internally and externally. It is also the most appropriate currency for financing the Groups operations. Borrowings and cash are predominantly denominated in US dollars, either directly or through the use of derivatives.
Certain US dollar debt and other financial assets and liabilities, including intragroup balances, are not held in the functional currency of the relevant subsidiary. This results in an accounting exposure to exchange gains and losses as the financial assets and liabilities are translated into the functional currency of the subsidiary that holds those assets and liabilities. These exchange gains and losses are recorded in the Groups income statement except to the extent that they can be taken to equity under the Groups accounting policy which is explained in note 1(d). Gains and losses on US dollar net debt and on intragroup balances are excluded from Underlying earnings. Other exchange gains and losses are included in Underlying earnings.
See section B for the details of cross currency interest rate and interest rate swaps relating to borrowings.
After taking into account relevant swap instruments, almost all of the Groups net debt is denominated in US dollars. The table below summarises, by currency, the net debt, after taking into account relevant currency swaps:
HEDGING STRATEGY
Under normal market conditions, the Group does not generally believe that active currency hedging of transactions would provide long term benefits to shareholders. The Group reviews its exposure on a regular basis and reserves the right to enter into hedges to maintain financial stability. Currency protection measures may be deemed appropriate in specific commercial circumstances, typically hedging of capital expenditures and other significant financial items such as acquisitions, disposals, tax and dividends, and are subject to strict limits laid down by the Rio Tinto board. A monthly treasury report is provided to senior management which summarises corporate debt exposed to currency risks after the impact of derivatives. Refer to section B for the details of currency forward, cross currency interest rate and option contracts used to manage the currency risk exposures of the Group at 31 December 2012.
SENSITIVITIES
The sensitivities below give the estimated effect of a ten per cent strengthening in the closing exchange rate of the US dollar against significant currencies on the value of financial instruments. The sensitivity associated with a ten per cent weakening of a particular currency would be equal and opposite to the figures presented. The impact is expressed in terms of the effect on net earnings, Underlying earnings and equity, assuming that each exchange rate moves in isolation. The sensitivities are based on financial assets and financial liabilities held at 31 December 2012, where balances are not denominated in the functional currency of the subsidiary, and exclude financial assets and liabilities held by equity accounted units. These balances will not remain constant throughout 2013, and therefore the sensitivities should be used with care.
At 31 December 2012
Gains/(losses) associated with 10% strengthening of the US dollar
188 Rio Tinto 2012 Annual report
At 31 December 2011
(ii) Interest rate risk
Interest rate risk refers to the risk that the value of a financial instrument or cash flows associated with the instruments will fluctuate due to changes in market interest rates. Rio Tintos interest rate management policy is generally to borrow and invest at floating interest rates. This approach is based on historical correlation between interest rates and commodity prices. In some circumstances, a higher proportion of fixed rate funding may be considered appropriate.
As noted above, Rio Tinto hedges its interest rate risk by entering into interest rate derivatives to achieve its policies. The market value of such instruments moves in alignment with the market and at times can act as an alternative source of funding. The Group reviews the positions on a regular basis and may act to monetise in-the-money instruments either to take advantage of favourable market conditions or manage counterparty credit risk. During 2012, the Group closed out interest rate swaps with a notional principal of US$200 million (2011: US$1,325 million) giving rise to a net cash inflow of US$3 million (2011: US$96 million) including accrued interest of US$3 million (2011: US$15 million). The interest rate swaps were in fair value hedge relationships prior to close out. See section B for the details of currency and interest rate swaps relating to borrowings.
At the end of 2012, US$17.7 billion (2011: US$10.8 billion) of the Groups adjusted total borrowings was at fixed rates after taking into account interest and currency interest rate swaps, resulting in a fixed to floating debt ratio of 67 per cent fixed to 33 per cent floating (2011: 60 per cent fixed to 40 per cent floating). On a net debt basis, the fixed to floating debt ratio was 91 per cent fixed to 9 per cent floating (2011: 128 per cent fixed to (28) per cent floating). The weighted average effective interest rate on total adjusted borrowings as at 31 December 2012 was 4% (2011: 5%) and the weighted average maturity was around 9 years (2011: around 10 years).
The weighted average effective interest rate is based on interest rates and carrying value of gross borrowings at the year end. Interest rates, as at 31 December, are applied for debt at floating rates.
The net debt ratio at the end of 2012 and 2011 reflects the high level of cash, cash equivalents and other liquid resources held by the Group and the impact of borrowings held at fixed rates.
See note 23 Borrowings for the details of debt outstanding at 31 December 2012.
Based on the Groups net debt (refer to note 25) and other floating rate financial instruments outstanding as at 31 December 2012, the effect on net earnings of a half percentage point increase in US dollar LIBOR interest rates, with all other variables held constant, would be a decrease of US$9 million (2011: increase of US$8 million) reflecting the high level of cash at period end. The Group has an exposure to interest rate volatility within shareholders equity arising from fair value movements on derivatives in the cash flow reserve. The derivatives have an underlying exposure to Pound Sterling and US Dollar rates. With all factors remaining constant and based on the composition of derivatives impacting the cash flow reserve at 31 December 2012, the sensitivity of a 100 basis point increase in interest rates in each of the currencies in isolation would impact equity, before tax, by US$126 million charge (2011: US$nil) for Pound Sterling and US$125 million credit (2011: US$nil) for US Dollar. A 100 basis point decrease would have broadly the same impact in the opposite direction. These balances will not remain constant throughout 2013, and therefore the sensitivities should be used with care.
(iii) Commodity price risk
The Groups normal policy is to sell its products at prevailing market prices. Exceptions to this rule are subject to strict limits laid down by the Rio Tinto board and to rigid internal controls.
Metals such as copper and aluminium are generally sold under contracts which vary in tenure and pricing mechanisms, with some volumes sold in the spot market. The prices are determined by reference to prevailing market prices on terminal markets, such as the London Metal Exchange (LME) and COMEX in New York. Prices fluctuate widely in response to changing levels of supply and demand but, in the long run, prices are related to the marginal cost of supply. Gold is also priced in an active market in which prices respond to daily changes in quantities offered and sought. Newly mined gold is only one source of supply; investment and disinvestment can be important elements of supply and demand. Contract prices for many other natural resource products including coal are generally agreed quarterly or for longer periods with customers, although volume commitments vary by product.
Certain products, predominantly copper concentrate are provisionally priced, i.e. the selling price is determined normally 30 to 180 days after delivery to the customer, based on the market price at the relevant quotation point stipulated in the contract. Revenue recognised on provisionally priced sales is based on estimates of fair value of the consideration receivable which is based on forward market prices. At each reporting date provisionally priced metal sales are marked to market based on the forward selling price for the period stipulated in the contract. For this purpose, the selling price can be measured reliably for those products, such as copper for which an active and freely traded commodity market exists such as the LME and the value of product sold by the Group is directly linked to the form in which it is traded on that market.
riotinto.com 189
The marking to market of provisionally priced sales contracts is recorded as an adjustment to sales revenue.
At the end of 2012, the Group had 249 million pounds of copper sales (2011: 181 million pounds) that were provisionally priced at US 360 cents per pound (2011: US 344 cents per pound). The final price of these sales will be determined during the first half of 2013. A ten per cent change in the price of copper realised on the provisionally priced sales would increase or reduce net earnings by US$56 million (2011: US$41 million).
Rio Tintos exposure to commodity prices is diversified by virtue of its broad commodity base and the Group does not generally believe commodity price hedging would provide a long term benefit to shareholders. The Group may hedge certain commitments with some of its customers or suppliers. Details of commodity derivatives held at 31 December 2012 are set out in section B.
The Groups commodity derivatives are impacted by changes in market prices and include those aluminium forward and option contracts embedded in electricity purchase contracts outstanding at 31 December 2012. The Groups sensitivity to changes in market prices, based on the assumption that the market price increases by ten per cent with all other variables held constant, would not be significant in terms of the resulting change in the Groups net earnings for the year or, where applicable, the change in equity. The Groups own use contracts are excluded from the sensitivity analysis as they are outside the scope of IAS 39. Such contracts to buy or sell non financial items can be net settled but were entered into and continue to be held for the purpose of the receipt or delivery of the non financial item in accordance with the business units expected purchase, sale or usage requirements. The sensitivity does not include the impact arising from derivatives held by equity accounted units. Including equity accounted units primarily impacts the sensitivity to a 10% increase in aluminium prices and would result in a US$37 million reduction in net earnings (2011: US$85 million).
(iv) Credit risk
TREASURY MANAGEMENT POLICY
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily from customer receivables) and from its financing activities, including investments in government securities, deposits with banks and financial institutions, other short term investments, interest rate and currency derivative contracts and other financial instruments.
CREDIT RISKS RELATED TO RECEIVABLES
Customer credit risk is managed by each business unit subject to Rio Tintos established policy, procedures and controls relating to customer credit risk management. Credit limits are established for all customers based on internal or external rating criteria. Where customers are rated by an independent credit rating agency, these ratings are used to set credit limits. In circumstances where no independent credit rating exists, the credit quality of the customer is assessed based on an extensive credit rating scorecard. Outstanding customer receivables are regularly monitored and any credit concerns highlighted to senior management. High risk shipments to major customers are generally covered by letters of credit or other forms of credit insurance.
At 31 December 2012, the Group had approximately 80 customers (2011: 108 customers) that owed the Group more than US$5 million each and these balances accounted for approximately 68 per cent (2011: 76 per cent) of all receivables owing. There were 25 customers (2011:46 customers) with balances greater than US$20 million accounting for just over 48 per cent (2011: just over 55 per cent) of total amounts receivable. Note 18 provides details of trade and other receivables past due but not impaired.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets (refer to table of financial assets and liabilities reported above). The Group does not hold collateral as security for any trade receivables.
CREDIT RISK RELATED TO FINANCIAL INSTRUMENTS AND CASH DEPOSITS
Credit risk from investments in government securities (primarily US Government treasuries and funds) or AAA rated money market funds and balances with banks and financial institutions is managed by Group Treasury in accordance with a Board approved policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty mainly based upon specific assessment criteria. Counterparty credit limits are reviewed by the Rio Tinto Board at least annually. The limits are set to minimise the concentration of credit risk and therefore mitigate the potential for financial loss through counterparty failure.
The maximum credit risk exposure of the Groups financial assets at the balance sheet date is as follows:
(v) Liquidity and Capital risk management
Management policy
The Groups overriding objective when managing capital is to safeguard the business as a going concern whilst maximising returns for the companies shareholders. In practice, this involves regular reviews by the Board and senior management. These reviews take into account the Groups strategic priorities, economic and business conditions and opportunities that are identified to invest across all points of the commodities cycle, and the focus on the progressive dividend policy, whilst also striving to maintain the Groups overall credit rating. The resulting capital structure provides the Group with a high degree of financial flexibility at a low cost of capital.
To maintain an overall credit rating, the Group considers various financial metrics including the overall level of borrowings and their maturity profile, liquidity levels, total capital, cash flow, EBITDA and interest cover ratios either on a statutory reported basis or as expected to be adjusted by the credit rating agencies.
190 Rio Tinto 2012 Annual report
The Groups total capital, which is defined as equity attributable to owners of Rio Tinto plus equity attributable to non-controlling interests plus net debt, amounted to US$77 billion at 31 December 2012 (2011: US$68 billion).
Net debt is a measure used by management and the Board of Directors to manage the Groups capital structure and liquidity risks and therefore is linked to the Groups financial and operational excellence strategic driver. It is also used to manage the Groups interest rate risks and foreign exchange risks on borrowings and cash. Net debt is disclosed and defined in note 25. Net debt increased from US$8.5 billion at 31 December 2011 to US$19.3 billion at 31 December 2012 as operating cash inflows were offset by outflows relating to capital expenditure, acquisitions, the increase in the dividend and the share buy-back programme. Net debt to total capital was 25 per cent at 31 December 2012 (2011: 12 per cent) and interest cover was 13 times (2011: 27 times).
The unified credit status of the Group is maintained through cross guarantees whereby contractual obligations of Rio Tinto plc and Rio Tinto Limited are automatically guaranteed by the other.
The Group has access to various forms of financing including its US Shelf Programme, European Debt Issuance Programme, Commercial Paper and credit facilities. In March 2012, under its US Shelf Programme, the Group issued four Rio Tinto Finance (USA) Plc bonds amounting to a US$500 million 1.125% bond due 2015, a US$500 million 2.0% bond due 2017, a US$1,000 million 3.5% bond due 2022 and a US$500 million 4.75% bond due 2042. In August 2012, the Group issued three Rio Tinto Finance (USA) plc bonds amounting to a US$1,250 million 1.625% bond due 2017, a US$1,000 million 2.875% bond due 2022 and a US$750 million 4.125% bond due 2042. In December 2012, under its European Debt Issuance Programme, the Group issued three Rio Tinto Finance plc bonds amounting to a EUR750 million 2.0% bond due 2020, a EUR500 million 2.875% bond due 2024 and a GBP500 million 4.0% bond due 2029. The Euro denominated bonds were swapped using cross currency interest rate swaps to US dollar floating rate bonds and the GBP bond was swapped to a US dollar fixed rate bond.
In May 2011, the Group issued three Rio Tinto Finance (USA) Limited bonds amounting to a US$700 million 2.5% bond due 2016, a US$1,000 million 4.125% bond due 2021 and a US$300m 5.2% bond due 2040. This was followed by the issuance of three further Rio Tinto Finance (USA) Limited bonds in September 2011 amounting to a US$500 million 2.25% bond due 2016, a US$1,150 million 3.75% bond due 2021 and a US$350 million 5.2% bond due 2040.
During the last quarter of 2012, the Group entered into bi-lateral bank facility agreements amounting to US$2 billion in aggregate. The facilities are denominated in US dollars and have a term of one year that is extendable, at the Groups option, by a further 364 days. At 31 December, the facilities were undrawn. Any borrowings under each facility are at prevailing LIBOR rates plus an agreed margin dependent on the amount of drawdown and the credit rating of the Group. The facilities are not subject to financial covenants.
In November 2010, the Group entered into a US$6 billion multi-currency committed revolving credit facility maturing in November 2015 with its relationship banks. At 31 December 2012, the facility was undrawn. Any borrowings under this facility are at prevailing LIBOR rates plus an agreed margin dependent on the amount of drawdown and the credit rating of the Group. The facility is not subject to any financial covenants. The overall agreement also enables same day access to a US$ swing-line facility. The funds available under the facility agreement may be used for general corporate purposes of the Group.
In February 2011, the Group commenced a US$5 billion share buy-back programme which, subject to market conditions, was intended to be completed by the end of 2012. In August 2011, the share buy-back programme was increased by US$2 billion to US$7 billion and the completion date accelerated to March 2012. At 31 December 2011, 91 million Rio Tinto plc shares had been bought back at a total cost of US$5.5 billion. During 2012 a further 26 million Rio Tinto plc shares were bought back at a total cost of US$1.5 billion.
In 2011, Oyu Tolgoi LLC (OT) received additional funding through shareholder loans from wholly owned subsidiaries of Turquoise Hill Resources Ltd. (Turquoise Hill, formerly Ivanhoe Mines Limited, an EAU in 2011) which amounted to US$2.2 billion. Of this funding, Turquoise Hill (an EAU in 2011) was funded US$1.7 billion by Rio Tinto. Turquoise Hill became a subsidiary during 2012. For further details, refer to note 38 Purchases and sales of subsidiaries, joint ventures, associates and other interests in businesses.
riotinto.com 191
A (c) Financial liability analysis
The table below analyses the Groups financial liabilities by relevant maturity groupings based on the remaining period from the statement of financial position date to the contractual maturity date. As the amounts disclosed in the table are the contractual undiscounted cash flows, these balances will not necessarily agree with the amounts disclosed in the statement of financial position.
Between
1 and 2 years
2 and 3 yearsUS$m
3 and 4 yearsUS$m
4 and 5 yearsUS$m
After
5 years
Non-derivative financial liabilities
Trade and other payables
Borrowings before swaps
Expected future interest payments(a)
Derivative financial liabilities(c)
Derivatives related to net debt net settled(a)
Derivatives related to net debt gross settled(a):
gross inflows
gross outflows
Within 1 year
or on demand
2 and 3 years
3 and 4 years
4 and 5 years
Derivatives related to net debt net settled(a,b)
192 Rio Tinto 2012 Annual report
B Derivative financial instruments
The Groups derivatives, including embedded derivatives, as at 31 December 2012, are summarised below:
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C Fair values
The carrying amounts and fair values of all of the Groups financial instruments which are not carried at an amount which approximates their fair value at 31 December are shown in the following table. The fair values of the Groups cash, short term borrowings and loans to equity accounted units approximate their carrying values as a result of their short maturity or because they carry floating rates of interest (see note 1(p)).
C (a) Valuation hierarchy
The table below shows the financial instruments carried at fair value by valuation method at 31 December 2012:
The table below shows the financial instruments carried at fair value by valuation method at 31 December 2011:
C (b) Level 3 Financial assets and Financial liabilities
The table below shows the summary of changes in the fair value of the Groups level 3 financial assets and financial liabilities for the year ended 31 December 2012 and 31 December 2011.
Total losses for the year included in the income statement for assets and liabilities held at year end
194 Rio Tinto 2012 Annual report
32 Contingent liabilities and commitments
Operating leases
The aggregate amount of minimum lease payments under non cancellable operating leases are as follows:
Unconditional purchase obligations
The aggregate amount of future payment commitments for the next 5 years under unconditional purchase obligations outstanding at 31 December was:
Unconditional purchase obligations relate to commitments to make payments in the future for fixed or minimum quantities of goods or services at fixed or minimum prices. The future payment commitments set out above have not been discounted and mainly relate to commitments under take or pay power and freight contracts. They exclude unconditional purchase obligations of jointly controlled entities, apart from those relating to the Groups tolling arrangements.
There are a number of legal claims currently outstanding against the Group. No material loss to the Group is expected to result from these claims.
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33 Average number of employees
Group Total
The principal locations of employment were:
Discontinued operations
196 Rio Tinto 2012 Annual report
34 Principal subsidiaries and consolidated operations
Argyle Diamond Limited
Mining and processing of diamonds
Coal & Allied Industries Limited(a)
Coal mining
Dampier Salt Limited
Salt production
Energy Resources of Australia Limited
Uranium mining
Hamersley Iron Pty Limited
Iron ore mining
Queensland Coal Pty Limited(b)
Rio Tinto Aluminium (Holdings) Limited
Bauxite mining; alumina production; primary aluminium smelting
Canada
Rio Tinto Canada Uranium Corporation
Uranium projects
Iron Ore Company of Canada Inc.(c)
Iron ore mining; iron ore pellets
QIT-Fer et Titane Inc.
Titanium dioxide feedstock;
high purity iron and steel
CAD 0.01 preferred shares
Rio Tinto Alcan Inc.
Bauxite mining; alumina refining; production of specialty alumina; aluminium smelting; engineered products
Turquoise Hill Resources Ltd(d)
Copper and gold mining
Guinea
Simfer S.A.
Iron ore project
Madagascar
QIT Madagascar Minerals SA(e)
Ilmenite mining
Mongolia
Oyu Tolgoi LLC
Copper and gold mining (in development)
Mozambique
Riversdale Mining Limited(g)
Coal mining (in development) and exploration
Namibia
Rössing Uranium Limited(h)
C N10c
Palabora Mining Company Limited
Copper mining, smelting and refining
Richards Bay Titanium (Proprietary) Limited(i)
Titanium dioxide/high purity iron production
}
B preference
BHP Billiton preference
Richards Bay Mining (Proprietary) Limited(i)
Ilmenite, rutile and zircon mining
B Preference
United States of America
Kennecott Holdings Corporation (including Kennecott Utah Copper, Kennecott Land and Kennecott Exploration)
Copper and gold mining, smelting and refining, land development and exploration activities
Mining, refining and marketing of borates
The Group comprises a large number of companies and it is not practical to include all of them in this list. The list therefore only includes those companies that have a more significant impact on the profit or assets of the Group. The Groups principal subsidiaries are mostly held by intermediate holding companies and not directly by Rio Tinto plc or Rio Tinto Limited.
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35 Principal jointly controlled entities
Class of
shares held
The Group has joint control of the above operations which are independent legal entities and therefore includes them in the financial statements using the equity accounting method.
The Group comprises a large number of operations and it is not practical to include all of them in this list. The list therefore only includes those jointly controlled entities that have a more significant impact on the profit or operating assets of the Group.
The Groups principal jointly controlled entities are held by intermediate holding companies and not directly by Rio Tinto plc or Rio Tinto Limited.
With the exception of footnotes (c) to (e), all jointly controlled entities operate mainly in the countries in which they are incorporated.
36 Principal associates
The Groups principal associates are held by intermediate holding companies and not directly by Rio Tinto plc or Rio Tinto Limited.
The Group comprises a large number of operations and it is not practical to include all of them in this list. The list therefore only includes those associates that have a more significant impact on the profit or operating assets of the Group.
198 Rio Tinto 2012 Annual report
37 Principal jointly controlled assets and other proportionally consolidated units
The Group comprises a large number of operations, and it is not practical to include all of them in this list. The list therefore only includes those proportionally consolidated units that have a more significant impact on the profit or operating assets of the Group.
The Groups proportionally consolidated units are held by intermediate holding companies and not directly by Rio Tinto plc or Rio Tinto Limited.
38 Purchases and sales of subsidiaries, joint ventures, associates and other interests in businesses
2012 Acquisitions
Consolidation of Turquoise Hill Resources Ltd. (formerly Ivanhoe Mines Limited) excluding Oyu Tolgoi LLC
On 17 January 2012, Rio Tinto exercised its subscription right for anti-dilution. The subscription right entitled Rio Tinto to be issued 439,216 new shares in Ivanhoe Mines Limited (Ivanhoe) at a price of approximately US$19.38 per share, for total consideration of US$8 million, increasing the Groups share in Ivanhoe to 48.97 per cent (from the 48.94 per cent ownership at 31 December 2011) after dilutive activity.
On 24 January 2012 (the acquisition date), Rio Tinto purchased 15,100,000 shares of Ivanhoe from the market, (two sellers in a privately negotiated share purchase transaction), to increase its holding in Ivanhoe from 48.97 per cent to 51.01 per cent. The shares were purchased for an aggregate of US$299 million (C$302 million) at a price per share of US$19.79 (C$20.00). After completion of the share purchase, Rio Tinto owned 377,397,658 common shares in Ivanhoe.
The 24 January 2012 acquisition gave Rio Tinto control of the assets in Ivanhoe other than those relating to Oyu Tolgoi LLC (OT) (the non OT assets). The non OT assets are primarily copper, gold and coal mining properties along with other exploration properties. The Group had previously gained control of OT in December 2010 by virtue of its contractual rights which permit it to exercise control over certain policies and activities of OT.
Rio Tintos move to a majority stake in Ivanhoe reinforced its commitment to developing OT as a low cost, long life asset in a sustainable and mutually beneficial manner with the Government and people of Mongolia. On 2 August 2012, Ivanhoe was renamed Turquoise Hill Resources Ltd. (Turquoise Hill).
100 per cent of the identifiable assets and liabilities of Ivanhoe not related to OT were consolidated from 24 January 2012.
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Provisional fair values on consolidation disclosed at 30 June 2012 have been revised to reflect new information that existed at the date of acquisition. This has reduced Rio Tintos share of net assets by US$136 million with the corresponding entry being mainly represented by a US$129 million increase in the loss on consolidation. Final fair values are disclosed below.
As required by IFRS 3, the identifiable assets and liabilities exclude balances receivable by Turquoise Hill from OT and balances payable to Rio Tinto by Turquoise Hill. Under IFRS 3, such balances are deemed to be settled at acquisition as they eliminate on consolidation. There was, however, no actual settlement of the balances and they remain due and payable. The element of the US$299 million cost of the additional two per cent interest in Turquoise Hill acquired which is deemed to relate to these balances is included in the US$394 million cash inflow on the acquisition of subsidiaries line of the cash flow statement. Shareholder loans of US$3.3 billion due from OT to Ivanhoe were included in the Groups external borrowings at 31 December 2011 and there were other less material balances between the non OT assets and Rio Tinto subsidiaries which were included in the Groups receivables and payables at 31 December 2011. At the date of gaining control these amounts totalled US$2.9 billion and eliminated with the newly consolidated balances of Turquoise Hill. Where applicable, the interest rate payable on these balances was determined to be a market rate and there was therefore no gain or loss on deemed settlement.
Non-controlling interests arise from the 49 per cent of the non OT assets of Turquoise Hill not owned by Rio Tinto and from the portions of the assets and liabilities of Turquoise Hill subsidiaries not owned 100 per cent by Turquoise Hill. Non-controlling interests are recognised at their proportionate share of the fair value of the identifiable assets and liabilities of the companies in which they hold an interest.
Goodwill arising on consolidation of US$166 million comprises control premium of US$129 million and US$37 million calculated in accordance with the requirement in IFRS to recognise a deferred tax liability on the difference between the fair value of newly consolidated assets and liabilities and their tax base. This goodwill is not deductible for tax purposes.
For the period since consolidation of Ivanhoe (excluding OT) on 24 January 2012, sales revenue and results for the non OT assets were not material to the consolidated income statement. The impact of consolidating the non OT assets on 1 January 2012 rather than 24 January 2012 would also not have been material.
Consolidation of Richards Bay Minerals
On 7 September 2012, Rio Tinto increased its holding in Richards Bay Minerals (RBM) to 74 per cent with consolidation effective from 3 September 2012, following the completion of its acquisition of BHP Billitons entire interests in RBM including BHP Billitons 37 per cent indirect equity voting interests in the RBM operating companies. The purchase price paid by Rio Tinto on completion was US$1.7 billion.
The acquisition price was US$1.9 billion before contractual adjustments for cash payments made by RBM to BHP Billiton since the acquisition trigger date of 1 February 2012. This price includes US$0.6 billion for BHP Billitons 37 per cent indirect equity interest in the RBM operating companies, US$1.0 billion for a 50 per cent interest in outstanding RBM shareholder financing arrangements and US$0.3 billion for a royalty stream.
The acquisition was the result of BHP Billiton exercising a put option as at 1 February 2012, previously agreed with Rio Tinto as part of RBMs restructuring in 2009.
RBM is a South African mineral sands mining and processing operation located in Kwa-Zulu Natal. It is one of the worlds lowest cost producers of titanium dioxide feedstock and has mineralisation to support 20 years of production. Rio Tinto manages the RBM business and markets all of its products.
200 Rio Tinto 2012 Annual report
The remaining 26 per cent of RBM is owned by a consortium of local communities and businesses (24 per cent) and RBM employees (two per cent), in line with South Africas Broad Based Black Economic Empowerment (BBBEE) legislation.
Fair values on consolidation are provisional and will be subject to further review during the 12 months from 3 September 2012, being the effective date of consolidation.
The majority of the goodwill arising on consolidation represents the amount calculated in accordance with the requirement in IFRS 3 to recognise a deferred tax liability on the difference between the provisional fair value of newly consolidated assets and liabilities and their tax base. This goodwill is not deductible for tax purposes.
For accounting purposes, the BBBEE shareholders interest in RBM is treated as an equity option and has been included in the table of provisional fair values on that basis within the non-controlling interests line.
Sales revenue of US$372 million and loss after tax of US$134 million is included in the 2012 income statement from 3 September 2012. In the period following consolidation of RBM, adjustments were made in respect of inventory on hand at the acquisition date which had been recognised at fair value on consolidation. These adjustments, which included amounts relating to inventory sold since 3 September 2012, totalled a charge of US$186 million (net of tax) and have been excluded from Underlying earnings. The pro forma consolidated results of the Group, if control had been gained on 1 January 2012, would have been US$51.9 billion sales revenue and the loss after tax would have been US$2.9 billion. In preparing the pro forma results, revenue and costs have been included from 1 January 2012 and intragroup transactions have been eliminated. A full year of depreciation has been charged on the provisional fair values determined at 3 September 2012. The actual RBM inventory write down included in the Groups 2012 results has not been adjusted. A full year of interest charge has been assumed on the acquisition cost. Tax charge/relief has been assumed where relevant.
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38 Purchases and sales of subsidiaries, joint ventures, associates and other interests in businesses continued
2011 and 2010 Acquisitions
On 8 April 2011 (the acquisition date), Rio Tinto acquired a controlling 52.6 per cent interest in Riversdale Mining Limited (Riversdale) for US$1,713 million net of cash acquired. Subsequent to the acquisition date, Rio Tinto continued to increase its interest in Riversdale and on 7 July 2011, its interest increased to 100 per cent; consideration paid for the remaining 47.4 per cent was US$1,977 million. Riversdale was delisted on 7 July 2011 and subsequently renamed Rio Tinto Coal Mozambique (RTCM). Due to the mutual proximity of the dates of individual increases in Rio Tintos shareholding prior to the acquisition date, the transactions were accounted for as an acquisition taking place in only two stages, first the acquisition of a controlling interest on 8 April 2011, and second the purchase of additional interests after the acquisition date.
Provisional fair values on consolidation were determined for RTCM at 30 June 2011. The fair values were finalised by 8 April 2012, 12 months after the acquisition date. No adjustments were made.
Cash flows relating to the Groups purchase of its interest in RTCM during 2011 were allocated between investing and financing activities in accordance with the presentation requirements for staged acquisitions under IAS 7, Cash flow statements.
Hathor Exploration Limited
During 2011, between April and October, Rio Tinto built up a 5.8 per cent interest in Hathor Exploration Limited (Hathor), an uranium exploration company listed on the Toronto Stock Exchange. In October, an all cash offer was made for the remaining shares. On 30 November 2011 the conditions of the offer were satisfied and Rio Tinto acquired a controlling interest of 70.2 per cent of Hathor. By 31 December 2011 the Groups ownership had reached 88.0 per cent; by 12 January 2012 the remaining 12.0 per cent was acquired and Hathor has since been delisted from the Toronto Stock Exchange. Due to the mutual proximity of the dates of individual increases in Rio Tintos shareholding subsequent to the acquisition date, and before the end of the year, these transactions were accounted for as taking place in one stage, at 30 November (the acquisition date), resulting in an ownership interest of 88 per cent being recognised.
Fair values recognised on acquisition were finalised by 30 November 2012, 12 months after the acquisition date. No adjustments were made.
Goodwill arising on acquisition comprised US$150 million, being Rio Tintos 88 per cent share of the amount calculated in accordance with IFRS to recognise a deferred tax liability on the difference between the provisional fair value of newly consolidated assets and liabilities with their tax base.
Turquoise Hill Resources Ltd. (formerly Ivanhoe Mines Limited)
During the year ended 31 December 2011, Rio Tinto increased its ownership of shares in Ivanhoe Mines Limited by 132.7 million (2010: 145.6 million), for aggregate consideration of US$1,860 million (2010: US$1,189 million), increasing its ownership from 40.3 per cent to 49.0 per cent (2010: from 19.7 per cent to 40.3 per cent).
Consolidation of Oyu Tolgoi
On 15 December 2010, Rio Tinto consolidated provisional fair values relating to OT, following the signing of a new agreement with Ivanhoe, under which Rio Tinto obtained contractual control over certain policies and activities of OT. No direct equity interest was acquired under the agreement and the existing equity arrangements were not changed as a result of the agreement. OT is owned 66 per cent by Ivanhoe and 34 per cent by the Government of Mongolia. The signing of the agreement did not affect the Government of Mongolias economic interest in OT.
The fair values were finalised by 15 December 2011, 12 months after the effective date of the agreement with Ivanhoe. During the course of the year ended 31 December 2011, certain reallocations between balance sheet categories were identified as additional information became available. An amount of US$1,087 million was reclassified to loans and borrowings, with corresponding adjustments of US$676 million to non-controlling interests and US$352 million to Investments in Equity Accounted Units.
The restatement arising from reallocation between balance sheet categories at 31 December 2010 resulted in an increase to Goodwill of US$20 million and a reduction of US$86 million to both the non-cash gain on consolidation recognised in the income statement, and to equity attributable to owners of Rio Tinto. Fair values have not been restated other than for the impact of the reallocation. The reallocation did not result in an impairment.
Ivanhoe Mines Ltd
In addition to the agreement described above, during the year ended 31 December 2010 Rio Tinto also entered into the transactions described below, in relation to its investment in Ivanhoe Mines Ltd (Ivanhoe).
Shares
(million)
202 Rio Tinto 2012 Annual report
2012 Disposals
Alcan Cable
On 21 May 2012, Rio Tinto reached an agreement to sell Alcan Cable to General Cable Corporation. Divestment of the North American portion was completed on 5 September 2012 for US$171 million, with divestment of the Tianjin, China operation completing on 3 December 2012 for US$58 million. Disposal proceeds include initial working capital adjustments. Finalisation of working capital adjustment will take place in 2013.
Chalco Joint Venture and Settlement Agreement with Government of Guinea for the Simandou Iron Ore Project
On 24 April 2012, Rio Tinto and Chinalcos listed subsidiary, Chalco, completed the formation of their joint venture (the JV) to develop and operate the Simandou iron ore project in Guinea, following the completion of all Chinese regulatory approvals. To complete their earn in, a consortium led by Chalco made a payment of US$1.35 billion, in line with an agreement reached with Rio Tinto on 29 July 2010.
Rio Tinto and the Chalco consortium now hold a 53 per cent and 47 per cent interest respectively in the JV through their investment in Simfer Jersey Ltd., a Rio Tinto subsidiary; this translates into a 50.35 per cent and 44.65 per cent interest in the Simandou project, through the JVs 95 per cent interest in Simfer S.A. (Simfer), the Rio Tinto subsidiary which currently undertakes the various aspects of the Simandou project. The remaining five per cent is held by the International Finance Corporation, part of the World Bank.
Under the Settlement Agreement signed by Rio Tinto and the Government of Guinea (GoG) on 22 April 2011, the Government has an option to take an interest of up to 35 per cent in Simfer, which will undertake the mining portion of the Simandou project in stages over a 20 year period.
The Settlement Agreement also provides for the transfer of ownership of railway and port infrastructure from Simfer to a newly formed Infrastructure SPV (InfraCo), with GoG entitled to take a 51 per cent interest in InfraCo. The other Simfer participants will take up an interest in the remaining portion of InfraCo equity in proportion to their relative interests in Simfer.
The infrastructure will be transferred to GoG ownership after 25 to 30 years. Simfer will retain its status as a foundation customer.
Certain provisions of the Settlement Agreement, including the GoG participation regime changes, require amendment to Simfers current mining convention (Mining Convention), requires legislative ratification in order for these provisions to have full effect.
Both prior to and post participation by Chalco and GoG, Rio Tinto will retain control of Simfer and, therefore, the mining portion of the Simandou project. As such, Rio Tinto will continue to consolidate its interest in Simfer as a subsidiary. Contributions to funding made by Chalco to acquire its interest in the JV by purchasing a 47 per cent interest in Simfer Jersey Ltd during 2012, were credited to equity and included within financing cash flows in the Group cash flow statement. The effect on the Group of the options granted to GoG will be recognised upon legislative ratification of the amendments to the Mining Convention discussed above.
The eventual basis of consolidation of InfraCo remains to be determined pending finalisation of the detailed infrastructure agreements.
Other disposals
On 1 August 2012, Rio Tinto completed divestment of its Specialty Alumina businesses to H.I.G., and on 19 December 2012, sold the Lynemouth Power Station in the UK to RWE. The terms of these transactions are confidential. Together these disposals resulted in a post tax profit of US$16 million.
2011 Disposals
Constellium (formerly Alcan Engineered Products)
On 4 January 2011, Rio Tinto completed the divestment of 61 per cent of Alcan Engineered Products (AEP) to certain investment funds affiliated with Apollo Global Management, LLC (Apollo) and the Fonds Strategique dInvestissement (FSI). The terms of the transaction are confidential. AEP was rebranded as Constellium on 3 May 2011.
Apollo is now the majority shareholder in Constellium (formerly AEP) with a 51 per cent stake in a new holding company for AEP, with the FSI holding 10 per cent. Rio Tinto holds a 36 per cent stake and accounts for its interest in Constellium as an equity accounted unit.
Divestment of the talc business
On 1 August 2011, Rio Tinto completed the divestment of its talc business to Imerys for gross consideration based on an enterprise value of US$340 million before any deductions or tax.
2010 Disposals
Rio Tinto completed the sale of Alcan Packaging global pharmaceuticals, global tobacco, food Europe and food Asia divisions to Amcor for a total consideration of US$1,948 million on 1 February 2010. The consideration was adjusted to exclude Medical Flexibles operations and to reflect actual business performance over the six months preceding completion.
Rio Tintos 75.7 per cent owned subsidiary Coal & Allied sold the Maules Creek project to Aston Resources, a private Australian company, for A$480 million (US$427 million).
The sale was completed on 18 February 2010. Coal & Allieds Vickery asset was sold to Whitehaven Coal (ASX listed) for A$31.5 million (US$28 million), with an effective date of 4 February 2010.
The sale of the Alcan Packaging Food Americas division to Bemis Company Inc., for a total consideration of US$1.2 billion was completed on 1 March 2010.
On 5 July 2010, Rio Tinto completed the divestment of the remainder of its Alcan Packaging business with the closing of the sale of the Medical Flexibles business acquired by Amcor for US$66 million and of the sale of the Alcan Beauty Packaging business acquired by Sun European Partners LLP for an undisclosed sum.
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39 Directors and key management remuneration
Aggregate remuneration, calculated in accordance with the Companies Act 2006, of the directors of the parent companies was as follows:
The Group defines key management personnel as the directors and members of the Executive Committee. The Executive Committee comprises the executive directors, product group chief executive officers (PGCEOs) and Group executives.
The aggregate remuneration incurred by Rio Tinto plc in respect of its directors was US$7,357,000 (2011: US$9,059,000; 2010: US$10,510,000). The aggregate pension contribution to defined contribution plans was nil (2011: nil, 2010: nil). The aggregate remuneration, including pension contributions and other retirement benefits, incurred by Rio Tinto Limited in respect of its directors was US$3,874,000 (2011: US$4,362,000; 2010: US$4,262,000). The aggregate pension contribution to defined contribution plans was US$66,000 (2011: US$61,000; 2010: US$54,000).
During 2012, three directors (2011: three; 2010: three) accrued retirement benefits under defined benefit arrangements, and one director (2011: one; 2010: one) accrued retirement benefits under defined contribution arrangements.
Emoluments included in the table above have been translated from local currency at the average rate for the year with the exception of bonus payments which, together with amounts payable under long term incentive plans, have been translated at the year end rate.
Detailed information concerning directors remuneration, shareholdings and options is shown in the Remuneration report, including Tables 1 to 5, on pages 92 to 125 of the 2012 Annual report.
Aggregate compensation, representing the expense recognised under IFRS, of the Groups key management, including directors, was as follows:
Post employment benefits
Share based payments
The figures shown above include employment costs which comprise social security and accident premiums in the UK and US and payroll taxes in Australia paid by the employer as a direct additional cost of hire. In total, they amount to US$2,863,000 (2011: US$2,010,000; 2010: US$2,020,000) and although disclosed here, are not included in Table 1 of the Remuneration report.
Alan Davies received an interest free advance of A$55,600 (net) for home sale assistance in accordance with the terms and conditions of his international secondment, prior to his appointment to the Executive Committee. This advance is reimbursable to Rio Tinto if Mr Davies has not sold his home by 30 August 2014.
More detailed information concerning the remuneration of key management is shown in the Remuneration report, including Tables 1 to 5 on pages 114 to 125 of the 2012 Annual report.
204 Rio Tinto 2012 Annual report
40 Auditors remuneration
Restated(f)2011
Restated(f)2010
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41 Related party transactions
Information about material related party transactions of the Rio Tinto Group is set out below:
Subsidiary companies and proportionally consolidated units
Details of investments in principal subsidiary companies are disclosed in note 34. Information relating to proportionally consolidated units can be found in note 37.
Equity accounted units
Transactions and balances with equity accounted units are summarised below. Purchases, trade and other receivables, and trade and other payables relate largely to amounts charged by jointly controlled entities for toll processing of bauxite and alumina. Sales relate largely to charges for supply of coal to jointly controlled marketing entities for onward sale to third party customers.
Pension funds
Information relating to pension fund arrangements is disclosed in note 46.
Directors and key management
Details of directors and key management remuneration are set out in note 39 and in the Remuneration report on pages 92 to 125.
42 Exchange rates in US$
The principal exchange rates used in the preparation of the 2012 financial statements are:
43 Bougainville Copper Limited (BCL)
Mining has been suspended at the Panguna mine since 1989. Safe mine access by company employees has not been possible since that time and an accurate assessment of the condition of the assets cannot therefore be made. Considerable funding would be required to recommence operations to the level which applied at the time of the mines closure in 1989. An Order of Magnitude study undertaken in 2008 indicates that costs in a range of US$2 billion to US$4 billion would be required to reopen the mine assuming all site infrastructure is replaced. The directors consider that the Group does not currently realise a benefit from its interest in BCL and therefore BCL information continues to be excluded from the financial statements. BCL reported a net loss of US$2 million for the financial year (2011: net loss of US$2 million). This is based upon actual transactions for the financial year. The aggregate amount of capital and reserves reported by BCL as at 31 December 2012 was US$137 million (2011: US$139 million). The Group owns 215,920,089 shares in BCL, representing 53.8 per cent of the issued share capital. The investment of US$195 million was fully provided against in 1991. At 31 December 2012, the number of shares in BCL held by the Group, multiplied by the share price as quoted in the Australian Securities Exchange, resulted in an amount of US$111 million (2011: US$164 million).
44 Events after the statement of financial position date
On 13 February 2013, Turquoise Hill Resources Ltd. (Turquoise Hill) signed a binding agreement with Sumeru Gold BV for the sale of its 50 per cent interest in Altynalmas Gold Ltd (Altynalmas), which was acquired with Turquoise Hill on 24 January 2012, for a total cash consideration of US$300 million. Completion of the transaction is subject to customary closing conditions, including regulatory approvals from the Republic of Kazakhstans competent authorities. Altynalmas owns the Kyzyl Gold Project in north eastern Kazakhstan. The transaction is expected to close in the second quarter of 2013.
Other than the items above, no events were identified after the statement of financial position date which could be expected to have a material impact on the consolidated financial statements.
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45 Share-based payments
Rio Tinto plc and Rio Tinto Limited (the Companies) have a number of share based payment plans, which are described in detail in the Remuneration report. These plans have been accounted for in accordance with the fair value recognition provisions of IFRS 2 Share-based Payment.
The charge/(credit) that has been recognised in the income statement for Rio Tintos share-based compensation plans, and the related liability (for cash-settled plans), is set out in the table below.
As noted in note 38, the Group gained control of Turquoise Hill Resources Ltd. (Turquoise Hill), which is a publicly quoted company, from 24 January 2012. Turquoise Hill has its own share based payment plans. Turquoise Hill also has two publicly quoted subsidiaries, Ivanhoe Australia Limited and South Gobi Resources Limited which have their own share based payment plans. The share based payment charge for all of these plans under Rio Tinto accounting policies and adjusted for acquisition accounting was US$76 million. The 2012 charge reflected costs associated with management changes at Turquoise Hill in the first half of the year. Such costs are not expected to recur. The plans are not material to the Groups income statement or statement of financial position. Turquoise Hill plans were not replaced with Rio Tinto plans on acquisition and as such their historical plans still apply.
The main Rio Tinto plc and Rio Tinto Limited plans are as follows:
Share Savings Plans
Awards under these plans are settled in equity and accounted for accordingly. The fair value of each award on the day of grant was estimated using a lattice-based option valuation model, including allowance for the exercise price being at a discount to market price.
No awards were granted under the Share Savings Plans in 2012 as these plans have been replaced by the Global Employee Share Plan.
The Group has a policy of settling awards made under the SOP in equity, although the directors at their discretion can offer a cash alternative. The awards are accounted for in accordance with the requirements applying to equity-settled, share based payment transactions. The performance conditions in relation to Total Shareholder Return (TSR) have been incorporated in the measurement of fair value for these awards by modelling the correlation between Rio Tintos TSR and that of the index. The relationship between Rio Tintos TSR and the index was simulated many thousands of times to derive a distribution which, in conjunction with the lattice-based option valuation model, was used to determine the fair value of the options.
Share Ownership Plan
The fair values of awards of Matching and Free Shares made by Rio Tinto are taken to be the market value of the shares on the date of purchase. These awards are settled in equity. The total fair value of shares awarded during the year was US$3 million (2011: US$3 million).
Performance Share Plan
Participants are assigned shares in settlement of their awards and therefore the Plan is accounted for in accordance with the requirements applying to equity-settled share-based payment transactions. The fair value of the awards was calculated using a Monte Carlo simulation model taking into account the TSR performance conditions. In each case fair values were adjusted for non receipt of dividends between grant date and date of vesting (excluding awards for executive directors and product group CEOs). Forfeitures are assumed prior to vesting at three per cent per annum of outstanding awards (except for the 2009 awards which applied to senior executives only with no allowance for forfeitures).
Management Share Plan
The Management Share Plan was introduced during 2007 to provide conditional share-based awards to management. The vesting of these awards is dependent on service and/or performance based conditions being met. The awards will be settled in equity including the dividends accumulated from date of award to vesting. The awards are accounted for in accordance with the requirements applying to equity-settled share based payment transactions. The fair value of each award on the day of grant is equal to share price on the day of grant less a small adjustment for the timing of dividends. Forfeitures are assumed prior to vesting at five per cent per annum of outstanding awards.
Bonus Deferral Plan
The Bonus Deferral Plan was originally introduced during 2009 for the mandatory deferral of the 2008 bonuses for executive directors, product group executives and for other executives. Additional Bonus Deferral Awards were made in 2010 and 2011 for the mandatory deferral of 50 per cent of the bonuses for executive directors and product group executives and 10 per cent of the bonuses for other executives.
The vesting of these awards is dependent only on service conditions being met. The awards will be settled in equity including the dividends accumulated from date of award to vesting. The awards are accounted for in accordance with the requirements applying to equity-settled share based payment transactions. The fair value of each award on the day of grant is equal to share price on the day of grant less a small adjustment for the timing of dividends vesting. Forfeitures are assumed prior to vesting at three per cent per annum of outstanding awards.
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45 Share-based payments continued
Lattice-based option valuation model
The fair value of share options is estimated as at the date of grant using a lattice-based option valuation model. The significant assumptions used in the valuation model are disclosed below. Expected volatilities are based on the historical volatility of Rio Tintos share returns under the UK and Australian listings. Historical data was used to estimate employee forfeiture and cancellation rates within the valuation model. Under the Share Option Plans, it is assumed that after options have vested, 20 per cent per annum of participants will exercise their options when the market price is at least 20 per cent above the exercise price of the option. Participants in the Share Savings Plans are assumed to exercise their options immediately after vesting.
The implied lifetime of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate used in the valuation model is equal to the yield available on UK and Australian zero-coupon government bonds (for Rio Tinto plc and Limited options respectively) at the date of grant with a term equal to the expected term of the options.
The key assumptions used in the valuations are noted in the table below:
Risk-free
interest rate
yield
Forfeiture
rates
Summary of options outstanding
A summary of the status of the Companies equity-settled share option plans at 31 December 2012 is presented below.
Weightedaverageexercise price
per option
£/A$
Weightedaverageremainingcontractual
life
Years
As at 31 December 2012, there were no options (2011: no options) exercisable under either the Rio Tinto plc or the Rio Tinto Limited Share Savings Plans.
The Management Share Plan, Performance Share Plan and Bonus Deferral Plan together represent 83% of the total IFRS 2 charge for Rio Tinto plc and Rio Tinto Limited plans.
A summary of the status of these plans at 31 December is presented overleaf.
208 Rio Tinto 2012 Annual report
Weightedaverage
fair value atgrant date2012
£
fair value atgrant date2011
fair value at
grant date
A$
Non-vested sharesat 1 January
Failed performance conditions
Non-vested shares at 31 December
Weightedaverage share price2012
Weightedaverage share price2011
share price
Shares issued in respect of vested awards during the year
In addition to the equity-settled awards shown above, there were 2,405 Rio Tinto plc cash-settled awards outstanding at 31 December 2012. The total liability for these awards at 31 December 2012 was less than US$1 million (2011: less than US$1 million).
Management Share Plan and Bonus Deferral Plan
Weightedaverage fair value atgrant date2012
Weightedaveragefair value atgrant date2011
grant date2012
Non-vested awardsat 1 January
Expired
Non-vested awardsat 31 December
Weightedaverageshare price2012
share price2011
In addition to the equity-settled awards shown above, there were 5,680 Rio Tinto plc cash-settled awards and 966 Rio Tinto Limited cash settled awards outstanding at 31 December 2012. The total liability for the Rio Tinto plc awards at 31 December 2012 was less than US$1 million (2011: less than US$1 million) and for Rio Tinto Limited awards was less than US$1million (2011: less than US$1million).
riotinto.com 209
46 Post retirement benefits
Description of plans
The Group operates a number of pension and post retirement healthcare plans around the world. Some of these plans are defined contribution and some are defined benefit, with assets held in separate trusts, foundations and similar entities. Valuations of these plans are produced and updated annually to 31 December by qualified actuaries.
Pension plans
The majority of the Groups pension obligations are in Canada, the UK, the US, Switzerland and the Eurozone. There are some defined benefit obligations in Australia but the retirement arrangements there are predominantly defined contribution. In general the Group has a policy of moving towards defined contribution plans.
A number of defined benefit pension plans are sponsored by the Canadian entities. The two main plans are for salaried and bargaining employees.
Benefits for salaried staff are generally linked to final average pay and closed to new entrants, while benefits for bargaining employees are reviewed in negotiation with unions.
There are a number of pension arrangements in the UK. The defined benefit sections of these arrangements are linked to final pay and are closed to new members, with new employees being admitted to defined contribution sections.
A number of defined benefit pension plans are sponsored by the US entities. Benefits for salaried staff are generally linked to final average pay and closed to new entrants, while benefits for bargaining employees are reviewed in negotiation with unions.
In Europe, there are defined benefit plans in Switzerland, the Netherlands, Germany and France. The largest single plan is in Switzerland and provides benefits linked to final average pay.
In Australia, the main arrangements are principally defined contribution in nature but there are sections providing defined benefits linked to final pay, typically paid in lump sum form.
The Group also operates a number of unfunded defined benefit plans, which are included in the figures below.
Post retirement healthcare plans
Certain subsidiaries of the Group, mainly in the US and Canada, provide health and life insurance benefits to retired employees and in some cases to their beneficiaries and covered dependants. Eligibility for cover is dependent upon certain age and service criteria. These arrangements are generally unfunded, and are included in the figures below.
Plan assets
The proportions of the total fair value of assets in the pension plans for each asset class at the statement of financial position date were:
The assets of the plans are generally managed on a day-to-day basis by external specialist fund managers. These managers may invest in the Groups securities subject to limits imposed by the relevant fiduciary committees and local legislation. The approximate total holding of Group securities within the plans is US$47 million (2011: US$22 million).
210 Rio Tinto 2012 Annual report
Main assumptions (rates per annum)
The main assumptions for the valuations of the plans under IAS 19 are set out below. Information on the sensitivity of the results to the main assumptions is set out in the sensitivity section on page 214.
The main financial assumptions used for the healthcare plans, which are predominantly in the US and Canada, were: discount rate: 4.0 per cent (2011: 4.3 per cent), medical trend rate: 6.7 per cent reducing to 5.1 per cent by the year 2018 broadly on a straight line basis (2011: 6.7 per cent, reducing to 5.0 per cent by the year 2017), claims costs based on individual company experience.
For both the pension and healthcare arrangements the post retirement mortality assumptions allow for future improvements in longevity. The mortality tables used imply that a man aged 60 at the Statement of financial position date has a weighted average expected future lifetime of 25 years (2011: 25 years) and that a man aged 60 in 2032 would have a weighted average expected future lifetime of 27 years (2011: 27 years).
Long term rate of return expected at 1 January 2012
Long term rate of return expected at 1 January 2011
The expected rate of return on pension plan assets is determined as managements best estimate of the long term returns of the major asset classes equities, bonds, property and other weighted by the allocation of assets among the categories at the measurement date. The expected rate of return is calculated using geometric averaging. The expected rates of return shown have been reduced to allow for plan expenses including, where appropriate, taxes incurred within pension plans on investment returns.
Based on the assumptions made and the distribution of assets the weighted average expected return on assets as at 1 January 2012 was 5.0 per cent (2011: 5.9 per cent). Under the revised IAS 19 this assumption will not be needed for 2013.
The sources used to determine managements best estimate of long term returns are numerous and include country-specific bond yields, which may be derived from the market using local bond indices or by analysis of the local bond market, and country-specific inflation and investment market expectations derived from market data and analysts or governments expectations as applicable.
riotinto.com 211
46 Post retirement benefits continued
Total expense recognised in the income statement
Total US$m
The above expense amounts are included as an employee cost within net operating costs. In 2012, US$34 million (pre-tax) of curtailment and settlement gains relating to the sale of businesses have been excluded from Underlying earnings (2011: US$21 million, 2010: US$88 million).
Total amount recognised in other comprehensive income before tax
(Deficits)/surpluses in the plans
The following amounts were measured in accordance with IAS 19 at 31 December:
Present value of obligations funded
Present value of obligations unfunded
Present value of obligations total
Unrecognised past service cost
Effect of asset limit
Net (deficits) on pension plans
Unfunded post retirement healthcare obligation
The surplus amounts shown above are included in the statement of financial position as Trade and other receivables. See note 18. Deficits are shown in the Statement of financial position as Post retirement benefits. See note 27.
212 Rio Tinto 2012 Annual report
Contributions to plans
Contributions to defined benefit pension plans during 2012 totalled US$658 million (2011: US$610 million; 2010: US$1,036 million). Contributions of US$329 million (2011: US$269 million; 2010: US$212 million) were made to defined contribution arrangements and US$20 million (2011: US$16 million; 2010: US$12 million) to industry-wide plans; these are charged against profits and are included in the figures for defined contribution current employer service costs shown on the previous page.
Contributions for other benefits totalled US$62 million (2011: US$72 million; 2010: US$79 million).
Contributions to defined benefit pension plans for 2013 are estimated to be around US$143 million more than for 2012. This is kept under regular review and actual contributions will be determined in line with the Groups wider financing strategy. Healthcare plans are generally unfunded and contributions for future years will be equal to benefit payments and therefore cannot be predetermined.
Movements in the present value of the defined benefit obligation and in the fair value of assets
The amounts shown below include, where appropriate, 100 per cent of the costs, contributions, gains and losses in respect of employees who participate in the plans and who are employed in operations that are proportionally consolidated or equity accounted. Consequently, the costs, contributions, gains and losses may not correspond directly to the amounts disclosed above in respect of the Group. Defined contribution plans and industry-wide plans are excluded from the movements below.
Present value of obligation at start of the year
Current employer service cost
Interest cost
Contributions by plan participants
Experience gain
Changes in actuarial assumptions (loss)
Benefits paid
Arrangements divested
Inclusion of arrangements
Past service cost
Curtailments
Settlements
Currency exchange rate (loss)/gain
Present value of obligation at end of the year
Experience gains/(losses): (i.e. variances between the estimate of obligations and the subsequent outcome)
As a percentage of the present value of the year end obligations
Fair value of plan assets at the start of the year
Expected return on plan assets
Actuarial gain/(loss) on plan assets
Contributions by employer
Currency exchange rate gain/(loss)
Fair value of plan assets at the end of the year
riotinto.com 213
Sensitivity
The values reported for the defined benefit pension obligations are sensitive to the actuarial assumptions used for projecting future benefit payments and discounting those payments. The approximate sensitivities to the principal assumptions used to measure the obligations are:
Approximate (increase)/
decrease in obligations
Demographic allowance for future improvements in longevity
participants assumed to have the mortality rates of individuals who are one year older
participants assumed to have the mortality rates of individuals who are one year younger
Post-retirement healthcare sensitivity to changes in assumptions
An increase of one per cent in the assumed medical cost trend rates would increase the aggregate of the current service cost and interest cost components of the post retirement healthcare expense by US$4 million (2011: US$5 million; 2010: US$7 million), and increase the benefit obligation for these plans by US$74 million (2011: US$71 million; 2010: US$72 million). A decrease of one per cent in the assumed medical cost trend rates would decrease the aggregate of the current service cost and interest cost components of the post retirement healthcare expense by US$4 million (2011: US$4 million; 2010: US$6 million), and decrease the benefit obligation for these plans by US$67 million (2011: US$60 million; 2010: US$62 million).
214 Rio Tinto 2012 Annual report
Rio Tinto financial information by business unit
Twelve months ended 31 December
Rio Tintointerest
riotinto.com 219
Rio Tinto financial information by business unit continued
Intersegment transactions
Exploration and evaluation
Net interest
Underlying earnings
Share of equity accounted unit sales and intra-subsidiary/equity accounted units sales
Items excluded from Underlying earnings
Consolidated sales revenue/EBITDA/net earnings
Depreciation & amortisation in subsidiaries excluding capitalised depreciation
Impairment charges(r)
Depreciation & amortisation in equity accounted units
Taxation and finance items in equity accounted units(r)
(Loss)/profit on ordinary activities before finance items and tax
Refer to notes (a) to (r) on page 222.
220 Rio Tinto 2012 Annual report
Net assets of disposal groups held for sale
Less: jointly controlled entities and associates
Add back: Proceeds from sale of fixed assets
Total capital expenditure (excluding proceeds)
Less: Netdebt
Less: EAU funded balances excluded from net debt
Equity attributable to Rio Tinto shareholders
riotinto.com 221
Business units have been classified according to the Groups management structure. Generally, business units are allocated to product groups based on their primary product. The Aluminium group excludes Pacific Aluminium, Other Aluminium and Constellium (formerly Alcan Engineered Products excluding Cable) which are included in Other Operations. Comparative amounts for 2011 and 2010 have been restated to be consistent with the 2012 presentation.
222 Rio Tinto 2012 Annual report
Australian Corporations Act summary of ASIC relief
Pursuant to section 340 of the Corporations Act 2001 (Corporations Act), the Australian Securities and Investments Commission issued an order dated 22 December 2010 (as amended on 17 February 2012) that granted relief to Rio Tinto Limited from certain requirements of the Corporations Act in relation to the Companys financial statements and associated reports. The order essentially continues the relief that has applied to Rio Tinto Limited since the formation of the Groups Dual Listed Companies (DLC) structure in 1995. The order applies to Rio Tinto Limiteds financial reporting obligations for financial years and half-years ending between 31 December 2010 and 30 June 2014 (inclusive).
In essence, instead of being required under the Corporations Act to prepare consolidated financial statements covering only itself and its controlled entities, the order allows Rio Tinto Limited to prepare consolidated financial statements in which it, Rio Tinto plc and their respective controlled entities are treated as a single economic entity. In addition, those consolidated financial statements are to be prepared:
Those consolidated financial statements must also be audited in accordance with relevant Australian and United Kingdom requirements. Rio Tinto Limited must also prepare a Directors report which satisfies the content requirements of the Corporations Act (applied on the basis that for these purposes the consolidated entity is the Group, and the consolidated financial statements cover the Group. This includes a Remuneration report (see pages 92 to 125) prepared in accordance with requirements of the Corporations Act.
Rio Tinto Limited is also required to comply generally with the lodgement and distribution requirements of the Corporations Act (including timing requirements) in relation to those consolidated financial statements (including any concise financial statements), the Auditors report and the Directors report. The Corporations Act also requires that a binding resolution to adopt the Remuneration report be voted on by shareholders at the Companys annual general meeting.
Rio Tinto Limited is not required to prepare separate consolidated financial statements solely for it and its controlled entities. Rio Tinto Limited is also not required to prepare and lodge parent entity financial statements for itself in respect of each relevant financial year.
However, Rio Tinto Limited must in accordance with the Corporations Act include in the consolidated financial statements for the Group, as a note, various parent entity information regarding Rio Tinto Limited (including in relation to assets, liabilities, shareholders equity, profit and loss, income, guarantees, contingent liabilities, and contractual commitments) prepared in accordance with AAS.
riotinto.com 223
Report of Independent Registered Public Accounting Firms
To the Board of Directors and Shareholders of Rio Tinto plc and Rio Tinto Limited
In our opinion, the accompanying Group statement of financial position and the related Group income statement, the Group statement of comprehensive income, the Group cash flow statement, the Group statement of changes in equity, present fairly, in all material respects, the financial position of the Rio Tinto Group at 31 December 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended 31 December 2012 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of 31 December 2012 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Rio Tinto Groups management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Managements report on internal control over financial reporting. Our responsibility is to express opinions on these financial statements and on the Rio Tinto Groups internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
London, United Kingdom
14 March 2013
In respect of the Board of Directors and
Shareholders of Rio Tinto plc
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
Melbourne, Australia
Shareholders of Rio Tinto Limited
226 Rio Tinto 2012 Annual report
Financial calendar
riotinto.com 231
Useful information
Registered offices
2 Eastbourne Terrace
London
W2 6LG
Registered in England No. 719885
Telephone: +44 (0) 20 7781 2000
Fax: +44 (0) 20 7781 1800
Website: riotinto.com
Level 33
120 Collins Street
Melbourne
Victoria 3000
Telephone: +61 (0) 3 9283 3333
Fax: +61 (0) 3 9283 3707
Rio Tintos agent in the US
is Cheree Finan, who may be
contacted at
Rio Tinto Services Inc.
80 State Street
Albany, NY 12207-2543
Shareholders
Please refer to the Investor Centre of the respective registrar if you have any queries about your shareholding.
Computershare Investor
Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZY
Telephone: +44 (0) 870 703 6364
Fax: +44 (0) 870 703 6119
UK residents only,
freephone: 0800 435021
Website: www.computershare.com
Holders of Rio Tinto American Depositary
Receipts (ADRs)
Please contact the ADR administrator if you have any queries about your ADRs.
ADR administrator
JPMorgan Chase & Co
PO Box 64504
St. Paul, MN 55164-0504
Telephone: +1 (651) 453 2128
US residents only, toll free general:
(800) 990 1135
US residents only, toll free Global invest direct:
(800) 428 4237
Website: www.adr.com
Email: jpmorgan.adr@wellsfargo.com
Computershare Investor Services
Pty Limited
GPO Box 2975
Victoria 3001
Telephone: +61 (0) 3 9415 4030
Fax: +61 (0) 3 9473 2500
Australian residents only, toll free:
1800 813 292
New Zealand residents only, toll free:
0800 450 740
Former Alcan Inc. shareholders
Services Inc.
9th Floor
100 University Avenue
Toronto, ON M5J 2Y1
Ontario
Telephone: +1 514 982 7555
North American residents only,
toll free: +1 (866) 624 1341
Investor Centre
Investor Centre is Computershares free, secure, self service website, where shareholders can manage their holdings online. The website enables shareholders to:
In addition, shareholders who register their email address on Investor Centre, can be notified electronically of events such as annual general meetings, and can receive shareholder communications such as the annual report or notice of meeting electronically online.
Rio Tinto plc shareholders
www.investorcentre.co.uk/riotinto
Rio Tinto Limited shareholders
www.investorcentre.com
232 Rio Tinto 2012 Annual report
Get more information online
Visit our reporting centre at riotinto.com/reportingcentre2012
233
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Item 19. Exhibits
Exhibits marked * have been filed as exhibits to this Annual report on Form 20-F and other exhibits have been incorporated by reference as indicated.
INDEX
Exhibit
Signature
The Registrants hereby certify that they meet all of the requirements for filing on Form 20-F and that they have duly caused and authorised the undersigned to sign this Annual Report on their behalf.
(Registrant)
/s/ Ben Mathews
Name: Ben Mathews
Title: Secretary
Date: 14 March 2013