Freeport-McMoRan Copper & Gold Inc. employees and officers conduct the company’s business under the direction of our Office of the Chairman, comprising our Chairman of the Board and our Chief Executive Officer, with oversight by our Board of Directors. Our shareholders elect our Board to oversee management and to assure that the long-term interests of our shareholders are being served. Both the Board of Directors and our management team recognize that the long-term interests of our shareholders are advanced by addressing corporate governance appropriately and responsibly.

Our Board consists of 16 members, the majority of whom are independent. We also have one director emeritus. In accordance with our Corporate Governance Guidelines, non-employee directors meet in executive session at the end of each regularly scheduled Board meeting. Each of the members of our Audit, Corporate Personnel, and Nominating and Corporate Governance Committees is independent within the meaning of our Corporate Governance Guidelines. In addition, our Board has determined that each member of our Audit Committee qualifies as an “audit committee financial expert,” as such term is defined by the rules of the Securities and Exchange Commission. Each Board committee operates under a written charter adopted by our Board. Our Corporate Governance Guidelines and all of the committee charters are available on our web site.

Freeport-McMoRan Copper & Gold Inc. has adopted Principles of Business Conduct, recently updated following the 2007 merger with Phelps Dodge, which require all employees to adhere to ethical standards established by the company and consistent with applicable laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the Sarbanes-Oxley Act. All appropriate company personnel are required to self-certify their understanding and compliance with this policy on an annual basis. Employees are required to notify the company compliance officer of any activity, transaction or other information involving a suspected violation of the policy. Any reported incidents or concerns about violations or potential violations are investigated and resolved appropriately. See our Principles of Business Conduct on our web site.

Post-merger integration activities have also provided us the opportunity to take a fresh look at not just governance, but the whole range of sustainability commitments, management and performance across the newly expanded company. An internal team is evaluating options for managing all issues related to sustainable development and corporate responsibility, with reporting through the Public Policy Committee of the Board of Directors.

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