Gold Fields

Summarised corporate governance

Corporate governance overview

To be a global leader in sustainable gold mining, we entrench the highest standards of corporate governance in our operations.

Our approach to governance supports the proactive and effective management of those strategic dynamics that will ultimately determine our long-term sustainability, whether operational, economic, social, environmental or otherwise.

This approach is essential given the long-term, capital-intensive nature of our mining projects, as well as the, at times, challenging social and political contexts in which we operate. It requires us not only to ensure our business remains profitable but also to deliver clear economic, social and environmental benefits to our stakeholders, while operating ethically at all times.

At a minimum, we comply with all laws and regulations as well as the highest levels of corporate governance, and often our governance practices exceed the legal minimum.

The Board of Directors is the highest governing authority of the Group and the Board's Charter articulates its objectives and responsibilities. Likewise, each of the Board sub-committees operates in accordance with its written terms of reference, which are reviewed on an annual basis by the various Board committees.

The Board takes ultimate responsibility for the Company's adherence to sound corporate governance standards and sees to it that all business decisions and judgements are made with reasonable care, skill and diligence. The Board is responsible for ensuring an ethical culture is entrenched in the organisation and reflected in its relationships with stakeholders.

In November 2016 the King IV Code on Corporate Governance (King IV) was launched and subsequently adopted by the Johannesburg Stock Exchange and integrated into its listings requirements. The Board decided in February 2017 to apply the principles of King IV at Gold Fields. The Board concurred that principles that are capable of being implemented immediately should be implemented and the remainder to be implemented as work in progress. The outcome of the gap analysis, which revealed that the Company was materially compliant, was considered and discussed by the Board in November 2017. Our King IV Compliance Register can be found in the full Governance Report of the Annual Financial Report.

The role of non-executive directors, who are independent of management, is to protect shareholders' interests, including those of minority shareholders. Furthermore, they ensure that individual directors or groups of directors are subject to appropriate scrutiny in their decision-making.

The roles of the Chairperson of the Board and the CEO are kept separate. Non-executive director Cheryl Carolus was the Chairperson of the Board and Nick Holland the CEO of Gold Fields for the entire period under review.

	Chairperson	Responsible for leading the Board and for ensuring the integrity and effectiveness of the Board and its committees Ensures high standards of corporate governance and ethical behaviour
	Chief Executive Officer	Responsible for the effective management and running of the Company's business in terms of the strategies and objectives approved by the Board Chairs the Company's Executive Committee, leads and motivates the management team and ensures that the Board receives accurate, timely and clear information about the Company's performance
	Non-Executive Directors	Non-executive directors, who are independent of management, offer an independent view and protect shareholders' interests, including those of minority shareholders Furthermore, they ensure that individual directors or groups of directors are subject to appropriate scrutiny in their decision making

Number of Board meetings, Board Committee meetings and Directors' attendance during the year

			Ad hoc committees
Directors	Board meetings	Special Board Meetings	Other	Investment	Audit Committee
No of meetings per year	4	3	1	1	6
CA Carolus1	4	3	1	-	-
A Andani1	4	3	-	1	6
PJ Bacchus1	4	3	-	1	6
TP Goodlace1	4	3	1	-	-
C Letton1, 2	3	3	-	-	3
NJ Holland	4	2	-	1	6
RP Menell3	4	1	1	-	5
DMJ Ncube1	4	2	1	-	6
SP Reid1	4	3	-	-	1
PA Schmidt	4	3	-	-	6
YGH Suleman1, 4	4	2	-	1	6
GM Wilson5	2	-	-	-	4

 

Directors	Safety, Health and Sustainable Development Committee (SHSD)	Capital Projects, Control and Review Committee	Remuneration Committee	Social, Ethics and Transformation Committee (SET)	Nominating and Governance Committee	Risk Committee
No of meetings per year	4	4	4	4	4	2
CA Carolus1	4	4	4	3	4	-
A Andani1	3	2	3	3	-	1
PJ Bacchus1	-	4	4	1	-	2
TP Goodlace1	4	4	-	3	-	2
C Letton1, 2	3	3	-	3	-	1
NJ Holland	4	4	4	4	4	2
RP Menell3	3	4	4	3	4	-
DMJ Ncube1	4	-	4	4	4	-
SP Reid1	4	4	4	2	4	1
PA Schmidt	-	2	-	-	-	2
YGH Suleman1, 4	3	4	-	4	-	2
GM Wilson5	-	2	2	2	-	1

• ¹The Board revised and approved the following sub-committee compositions with effect from the August 2017 Board meeting.
  • SP Reid stepped down from the Risk and SET committees. He attended the subsequent Risk Committee and Audit Committee meetings by invitation
  • A Andani stepped down from the SHSD and Risk Committees
  • TP Goodlace stepped down from the SET Committee
  • C Letton was appointed to the SHSD, Risk, as well as Capital Projects, Control and Review Committees. She attended the Audit Committee by invitation
  • PJ Bacchus attended the SET Committee meetings by invitation
  • YGH Suleman became a member of the Capital Projects, Control and Review Committee
  • DMJ Ncube attended the SHSD by invitation
  • CA Carolus attended the Capital Projects, Control and Review Committee by invitation
• ² C Letton was appointed to the Board with effect from 1 May 2017
• ³ RP Menell has a conflict of interest with regards to the Cooke 4 Closure matter and recused himself from the 14/06/2017 special Board meeting dealing with the issue. He attended the Remuneration Committee by invitation
• ⁴ YGH Suleman recused himself from the Board meeting held on 18 September 2017 and the ad hoc Board meeting on 18 October 2018. These meetings considered the role and suitability of our external auditors KPMG
• ⁵ GM Wilson retired from the Board with effect from the AGM in May 2017

 

The full Directors' Report is contained in the Annual Financial Report

Key deliberations and decisions taken by the Board

Recomposition of a number of Board committees

Gap analysis and implementation of the King IV principles

Review of Gold Fields' operational plans and strategies

Approval of a A$500m revolving credit facility to fund Gold Fields' commitment to the Gruyere gold project

Roll-out of the information and technology strategy, which was approved by the Board in November 2016

Approval of the capital allocation and project ranking strategy

Approval of a Diversity Policy as well as updated Stakeholder Engagement, Sustainable Development and Climate Change policy statements

Approval of the sale of the Arctic Platinum project

Approval of contractor mining at Tarkwa

 

	Independent non-executive directors
			1. Cheryl Carolus (59) Chairperson		9. Richard Menell (62) Deputy Chairperson
			BA Law; Bachelor of Education, University of the Western Cape; Honorary Doctorate in Law, University of Cape Town		BA (Hons), MA (Natural Sciences Geology), Cambridge; MSc (Mineral Exploration and Management), Stanford University, California
			Appointed to the Board: Director 2009, Chairperson 2013 Experience and expertise: Governance and compliance, social development, training and development, people management		Appointed to the Board: 2008, Deputy Chairperson 2015, Lead Independent Director 2017 Experience and expertise: Executive management, geology, mining
	11. Terence Goodlace (58) Non-executive Director		8. Donald Ncube (70) Non-executive Director		6. Alhassan Andani (56) Non-executive Director
	MBA (Business Administration), University of Wales; BCom, University of South Africa; NHDip (Metalliferous Mining), Witwatersrand Technikon; MDP, University of Cape Town		BA (Economics and Political Science), Fort Hare University; Postgraduate Diploma in Labour Relations Strathclyde University, Graduate MSc (Manpower Studies), University of Manchester Diploma in Financial Management; Honorary Doctorate in Commerce, University of the Transkei		BSc (Agriculture), University of Ghana; MA (Banking and Finance), Finafrica Institute in Italy
	Appointed to the Board: 2016 Experience and expertise: Mining, capital projects, commercial and operational management, risk management, energy management, strategy, mineral resource management		Appointed to the Board: 2006 Experience and expertise: Finance, governance, social development, labour relations, people management		Appointed to the Board: 2016 Experience and expertise: Finance, auditing, business development, risk management
	7. Steven Reid (62) Non-executive Director		5. Peter Bacchus (48) Non-executive Director		10. Carmen Letton (52) Non-executive Director
	BSc (Mineral Engineering), South Australian Institute of Technology; MBA, Trium Global Executive, ICD.P, Institute of Corporate Directors		MA (Economics), Cambridge University		PhD (Mineral Economics, University of Queensland; Bachelor Mining Engineering, WASM.
	Appointed to the Board: 2016 Experience and expertise: Mining engineering, risk management, compensation management		Appointed to the Board: 2016 Experience and expertise: Investment banking, finance, mergers and acquisitions		Appointed to the Board: 2017 Experience and expertise: Mining engineering, corporate governance, risk management, corporate strategy
	4. Yunus Suleman (60) Non-executive Director
	BCom, University of KwaZulu-Natal (formerly Durban-Westville); BCompt (Hons), University of South Africa; CA(SA)
	Appointed to the Board: 2016 Experience and expertise: Auditing, financial accountancy and governance
	Executive directors
			2. Nick Holland (59) Chief Executive Officer (CEO)		3. Paul Schmidt (50) Chief Financial Officer (CFO)
			BCom; BAcc, University of the Witwatersrand; CA(SA)		BCom, University of the Witwatersrand; BCompt (Hons), University of South Africa; CA(SA)
			Appointed to the Board: Executive director, 1998; CEO, 2008 Experience and expertise: Finance, mining, management, corporate development, strategy		Appointed to the Board: 2009 Experience and expertise: Finance, mining, management

 

 

GOVERNANCE STRUCTURES			ROLE			VALUE ADD
Board and board committees			Our independent non-executive Board, together with the two executive directors governs, directs and has effective control over the Company			Sets the tone from the top for the Company through ethical and effective leadership Determines the road map to value creation, through setting and steering the strategic direction of the Company Approves clear and effective policies and planning processes Ensures responsible management of environmental impact Ensures fair, transparent and ethical treatment of employees and other stakeholders, including members of our host communities Ensures prudent and responsible allocation of capital Ensuring management of key risks facing the organisation Implements appropriate remuneration policies that ensure fair, transparent remuneration, which supports sustainable value creation through the achievement of strategic objectives
Executive committee			The Executive Committee manages the day-to-day running of the business in line with the tone of institutional good governance established by the Board			The Board delegates to management, through the CEO, the implementation and execution of the approved strategy, through policy and operational plans Management is made up of competent executives in the key roles with strong teams to implement strategy and carry out appropriate recommendations of the Board
Code of conduct			To inform ethical decision-making in all aspects of the business and in all dealings with stakeholders			Emphasis on ethical leadership in addition to ethical management within the organisation Protection of employee and third-party whistle-blowers, promoting an environment for reporting of Code of Conduct transgressions Safeguarding the business against potential reputational harm and litigation Transparent and ethical dealings with government and suppliers Protection of company information Accurate and transparent reporting Safeguard against insider trading
Legal and compliance programmes			Assesses the legal risks facing the Company and mitigates these by ensuring effective policies, procedures and controls are in place			Compliance with over 1,500 statutes by the Group in our respective jurisdictions. These are managed through appropriate controls, the effectiveness of which are regularly assessed. Transparency of government interactions, mitigation of potential risks and conflicts of interest ensures benefits for the organisation, third parties and governments. Effective regional alignment to corporate policies across the Group Ensure business is conducted with reputable suppliers, who behave in an ethical way aligned to the commitments in our Code of Conduct and the values of the organisation
Our commitments			We are committed to and guided by: The legislation and regulations of the countries in which we operate The requirements of the stock exchanges on which we are listed The UN Guiding Principles on Business and Human Rights The ICMM 10 Principles on Sustainable Development The 10 Principles of the UN Global Compact King IV Report on Corporate Governance UN Convention Against Corruption OECD Convention on Combating Bribery Extractive Industry Transparency Initiative World Gold Council – Conflict Free Gold Standard			Align us to international and local best practice Underpins commitment to responsible corporate citizenship Supports the development of an ethical and impactful industry
Audit and risk			Internal Audit assesses that the controls in place are working to mitigate potential risks. This takes place in all regions on a quarterly basis and operations are given an audit ranking. Corrective measures are put in place where necessary External Audit ensures legal regulatory compliance and the integrity, accuracy and adequacy of accounting records. We conduct quarterly assessments on business risks facing ouroperations and the Group			Ensures business is aware of key risks, and that effective controls and corrective measures are in place to manage and mitigate these risks Ensures regulatory compliance, integrity, accuracy and adequacy of accounting records