Gold Fields

Integrated
Annual Report

2018

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Our business

A fit-for-purpose workforce

Workforce profile

Our workforce is structured to support the delivery of immediate and long-term strategic objectives. During 2018, the two most significant people-related developments were the restructuring exercise and related strike action at South Deep, as well as the transition from owner to contractor mining at Tarkwa. The key people-related balanced scorecard objectives were driving diversity and inclusion, managing the talent pipeline and ensuring succession planning for critical roles, and strengthening a values-based culture that drives delivery.

Due to the workforce restructuring at South Deep, Tarkwa and Damang, overall workforce numbers dropped 5% from 18,594 (2017) to 17,611 (2018). The number of full-time employees declined by 37% from 8,856 to 5,601, while the number of contractors rose 23% from 9,738 to 12,010.

Workforce by region (end December)
  Total
workforce
Employees   Contractors Proportion
of Nationals
 
Total workforce by region 2018 2018   2017   2018   2017   2018  
Americas 2,322 373   365   1,949   1,669   100%  
Australia 3,1761 1,577   1,449   1 5992   888   100%  
South Africa 4,643 2,472   4,012   2,171   2,420   85%  
West Africa 7,370 1,079   2,910   6,291   4,761   99%  
Corporate 100 100   120   0   0   94%  
Total 17,611 5,601   8,856   12,010   9,738      
Key HR metrics (end December)
Category 2018   2017 2016 2015 2014  
Total workforce 17,611   18,594 18,091 16,850 15,440  
HDSA employees South Africa (%)3 72   71 72 71 71  
HDSA employees South Africa – senior management (%)3   435     57   55   48   47  
Minimum wage ratio4 2.396   2.43 2 2 2  
Female employees (%) 19   16 15 14 14  
Ratio of basic salary men to women 1.25   1.25 1.31 1.09 1.10  
Employee wages and benefits (US$m) 442   506 482 435 468  
Average training hours per employee 262   223 273 240 181  
Employee turnover (%) 357   6 12 8 20  
1 Includes Gruyere
2 High increase due to the employment of contractors for Gruyere construction phase
3 Excluding foreign nationals, but including white females; HDSAs – Historically Disadvantaged South Africans
4 Entry level wage compared to local minimum wage
5 Lower ratio due to South Deep restructuring
6 Excluding Ghana, as the region only employs management level employees with the move to contractor mining. Ratio is 3.39 if Ghana is included
7 High turnover due to South Deep restructuring and transition to Tarkwa contractor mining

Key developments in 2018

South Deep restructuring

Ongoing losses at South Deep during 2017 led to a restructuring exercise in Q4 2017 and Q1 2018 during which 261 employees and 47 managers (25% of management level employees) accepted voluntary severance packages. Despite these interventions the mine continued to experience a cash burn of around R100m (US$8m) a month, and, in August 2018, South Deep embarked on its most significant restructuring to date. In addition to operational interventions, the mine issued a section 189 notice in terms of South Africa's Labour Relations Act to its trade unions, the National Union of Mineworkers (NUM) and UASA, to reduce the workforce by around 30%.

At the end of the 60-day consultation period and after receiving submissions from the unions, South Deep started implementing the retrenchments of 1,082 employees and 420 contractors. The NUM opposed these retrenchments and commenced a legal, "no work, no pay" strike action on 2 November 2018.

The strike was characterised by violence and intimidation, with protesters blocking access to the mine in contravention of the collective agreement and court interdicts served on the NUM and its members. Although critical essential services were maintained, employees who wished to return to work were prevented from doing so by a group of around 200 NUM branch members and supporters. The mine experienced a cash burn of around R6m (US$450,000) per day during the 45-day strike as no production was possible.

Amid the continued violence, and following representations from many NUM members wanting to return to work, the NUM National and Regional suspended the NUM branch and called off the strike on 13 December 2018. On 18 December 2018 a settlement agreement was signed with the trade unions, which included the retrenchment of the affected employees and contractors. Retrenched employees received the agreed upon financial packages, portable skills training and financial advice.

As part of the settlement agreement, the NUM and management also agreed to renegotiate key aspects of the collective and other labour agreements. These were concluded in March 2019.

Tarkwa contractor mining

Our Tarkwa mine in Ghana made the transition from owner to contractor mining during 2018. As the mine matures it will incur increasing costs, which would have made the current owner mining model unsustainable. These costs include higher blasting costs as the pits deepen, increased fuel costs due to longer hauling distances, increasing cost of reagents and other input materials, high exploration costs, the cost of replacing an ageing fleet, and the year-on-year escalation of union-negotiated wage increases. A change to contractor mining at our Damang mine in 2016 has seen a significant turnaround in productivity and operational flexibility, with a potential upside in terms of the mine's longevity.

The Ghana Mineworkers' Union (GMWU) opposed the move to contractor mining on the basis that Gold Fields had no justifiable basis to change its business model. However, its application to the Labour Division of the High Court was dismissed, following which Gold Fields issued severance letters to 1,346 employees in the mining and heavy equipment (HME) department and 765 employees in other departments. Of these, 1,209 of affected HME employees were absorbed by the two mining contractors appointed and 505 of the other affected employees were re-engaged by the mine on fixed-term contracts. In Damang, a further 306 employees were moved from a full-time to a contractor basis. All affected employees received generous retrenchment packages – in line with Ghana's labour laws – and were offered financial wellness training.

Balanced scorecard objectives

Driving diversity and inclusion

We continued to focus on building a more diverse and inclusive workforce, with particular emphasis on employing more women, residents from our host communities and, in South Africa, people from historically disadvantaged communities. This forms a key pillar of the HR strategy. A diversity policy was approved by the Board during the year - in addition to increasing employee representation from diverse groups, it also emphasises the importance of ensuring that all people are treated with dignity and respect.

Diversity training was rolled out to managers, with a particular emphasis on cultural awareness and how to identify and overcome unconscious bias. This training will support our efforts to increase and retain the number of people we employ from diverse backgrounds.

Key diversity indicators include the percentage of women among our employees (excluding contractors) in management, women in mining and Indigenous/local/HDSA people:

  Australia Ghana Peru South Deep Corporate Group  
Total women 20% 9% 18% 23% 49% 19%  
Women in management 17% 5% 16% 17% 43% 18%  
Women in mining 13% 9% 4% 17% 0% 13%  
Indigenous people/localisation/ HDSA   2%   3%   99%   50%   79%   56%  
Managing talent pipeline and ensuring succession for critical roles

We continued to monitor succession planning and regional and operational level by tracking turnover rates with a focus on critical roles. The following figures indicate the extent of succession cover across the group:

  • Australia: 73% of Regional Exco and 100% of Mine Exco roles
  • Ghana: 10% of Regional Exco and 46% of Mine Exco roles
  • Peru: 33% of Regional Exco and 91% of Mine Exco roles
  • South Deep: 44% of management roles
  • Corporate: 19% of all corporate roles

The reason for the low rate at Corporate level is that we have a lean corporate structure with few supporting roles. The low rate in Ghana reflects the move to contractor mining at both mines.

Strengthening a values-based culture that drives delivery

At the end of 2018, we rolled out an employee engagement survey as part of the ongoing work to drive a values-based, high-performance culture. Amongst other things, the survey measured employee satisfaction; understanding of strategy; and the extent to which the work environment supports employees in the achievement of their objectives. Its findings will feed into our HR work during 2019.

In 2019, initiatives are set to be implemented to address key areas of concern in each region and measurements of living the Gold Fields values will be incorporated into employees' balanced scorecards.

Workforce remuneration, benefits and wellness

We successfully concluded wage negotiations in:

  • Ghana: a 4% average salary increase was finalised with the GMWU, backdated for 2018 for all qualified active and ex-employees
  • Peru: wage increases varying between 5.3% and 5.8% a year for 2017, 2018 and 2019 were awarded to the unionised contractor workforce
  • South Deep: a three-year wage agreement for 2018 to 2020 was concluded, with an average annual compounded salary increase of 7.31% over three years for Category 4 to 8 employees, miners, artisans and officials. Other benefits included higher loco driver allowances, an increase in the housing allowance, introduction of a funeral benefit plan and improved maternity leave

High levels of employee indebtedness have resulted in the approval of just 47% of bond applications by our South Deep employees, equating to the sale of only 126 houses under the mine's Tswelopele Homeownership Scheme. A review of the scheme considered employee willingness to invest in property close to the mine and the time it could take for employees to clear their debts. Alternative options to house our employees and their families are currently being considered.

A Group Flexible Work Guideline was approved by Exco and provides regions with a framework to implement flexible work practices where appropriate and suited to local conditions.

The mental health of Fly-In Fly-Out (FIFO) employees remains an industry-wide issue in Australia. Detail on how we are addressing this issue can be found on Health.

Training and developing our people

Gold Fields continued to focus on programmes and policies that develop and retain people who are skilled and motivated to deliver sustainable value creation. These programmes and policies are fundamental to ensuring we have the skills needed to keep our business agile, innovative and well-positioned to take on the challenges in our sector. They include:

  • Our new diversity policy
  • Our employee climate survey
  • Disciplinary and grievance processes
  • Talent management processes
  • Learning and development approach
  • Human rights
  • Our approach to vulnerable people
  • Focus on gender rights
  For more details on the progress made in these programmes during 2018, visit www.goldfields.com/integrated-annual-reports.com.

Looking ahead to 2019

HR targets and focus areas for 2019 include the following:

  • Achieve 5% increase in productivity beyond the business plan
  • Further enhance leadership capability to align leadership skills with new competency framework
  • Continue to entrench diversity by:
    • Accelerating the development of female employees
    • Training leadership to embrace multicultural diversity
    • Improving ranking in the Bloomberg Gender Equality Index
    • Implementing a transformation strategy
    • Developing a baseline for measurement of the employment of vulnerable people across regions
    • Achieving >54% HDSA representation among South Deep management and <4% expatriate representation in Ghana
  • Decrease turnover of critical roles to 5%
  • Improve performance management though line manager coaching programmes

Summarised Remuneration Report

This is a summarised version of the Remuneration Committee's Remuneration Report, the full version of which can be found in the Annual Financial Report.

Our remuneration philosophy and practices

Gold Fields' remuneration philosophy is underpinned by a pay-for-performance approach, in which people are rewarded for delivery against Balanced Scorecard (BSC) objectives.

There is a direct cascade of strategic objectives from the Group BSC - which is informed by the Group strategy - to the regional, operational, departmental and, ultimately, individual BSCs. This ensures that each individual's objectives are aligned to the Gold Fields strategy and all employees play a role in contributing to the overall value creation of the Group.

During 2018, the overall framework of our Remuneration Policy remained unchanged and no changes were made to the remuneration mix for executives. We did, however, make a number of enhancements and refinements to the implementation, including:

  • Enhancing the link between performance and strategy by:
    • Simplifying the Gold Fields strategy to a "strategy-on-a-page" to enhance communication
    • Implementing the cash-settled LTI plan for management-level employees, complete with localised targets
    • Refreshing the four drivers of the strategic objectives to maximise total shareholder return (TSR) sustainably
    • Ensuring strategic alignment between Group, regional and personal scorecards
  • Clarifying policies, where appropriate, to remove ambiguity and to cater to the numerous jurisdictions in which Gold Fields operates
 
Gold Fields' remuneration practices

We do:

  • Provide pay for performance:
  • 75% of CEO's total remuneration is pay-at-risk
  • A significant percentage of the CEO's short-term incentive is based on corporate performance
  • The CEO's long-term incentive is entirely performance-based through performance shares
  • Performance share awards are earned based on absolute and relative TSR and free cash-flow margin (FCFM)
  • Threshold (partial) performance share payouts require relative TSR performance at least at the median when compared to the performance comparator group and absolute TSR to exceed the cost of equity
  • Have a clawback policy
  • Have executive director share ownership guidelines through the executive minimum shareholding plan
  • Require a double-trigger for CEO and CFO upon a change of control
  • Promote retention with equity awards that vest over three years
  • Have an independent Remuneration Committee, with all members being independent directors
  • Retain an independent remuneration consultant whose primary purpose is to advise the Remuneration Committee
  • Conduct annual advisory votes on our remuneration policy and implementation report, as they appear in the Remuneration Report

We do not:

  • Reprice 'underwater' share options
  • Pay dividends on unearned performance shares
  • Provide guaranteed bonuses
  • Grant share awards to non-executive directors
  • Allow the use of unvested LTI awards as collateral, or protect the value of unvested awards, or the value of any shares and securities held as part of meeting the MSR provisions
  • Provide financial assistance to directors or prescribed officers
 

Our remuneration mix

    GUARANTEED PAY  
    BASE PAY
(EITHER GRP OR BRP)
        BENEFITS AND
ALLOWANCES
 
    Link to strategy         Link to strategy  
   

A competitive salary for executives to ensure that their experience, contribution and appropriate market comparisons are fairly reflected. This also allows us to attract and retain the skills required to deliver on our strategic goals.

       

Market-related benefits are guided by local legislation and internal policies, and aim to strengthen the employee value proposition. This provides an additional level of competitiveness in line with Gold Fields’ strategy to attract and retain highly skilled and motivated employees.

 
    Implementation         Implementation  
   

Base pay for all employees is reviewed annually after considering benchmarks against comparator group. Group performance, economic circumstances, affordability, individual performance, changes in responsibility and levels of increase for the broader employee population are also taken into account. Changes are effective from 1 March each year.

The CEO makes Exco recommendations, excluding his own base salary, to the RemCo for approval by the Board.

       

Based on local market trends and can include items such as group life insurance, disability and accidental death insurance, etc.

The Expatriate Policy provides that special allowances may be made in respect of, among others, relocation costs, cost of living, and the cost of education for children and their families.

 
    Policy / practice         Policy / practice  
   

We seek close alignment between executive salary increases and increases for all non-bargaining unit employees, where practical. This is informed by inflation, which can be matched directly or above/below consumer price index (CPI).

The guaranteed pay benchmark is the market median, with a significant proportion of performance-related variable pay comprising STIs and LTIs, especially for senior employees.

       

In line with the approved policy, the provision of benefits complies with legislation across the jurisdictions in which we operate, and benchmarking ensures that there are competitive benefits aimed at attracting and retaining key employees.

 
    Performance measures         Performance measures  
   

Both Company performance and individual performance against the BSC informs the individual base salary review. This is in addition to economic circumstances, affordability, changes in job responsibility and alignment across employee group.

       

Not applicable

 
VARIABLE PAY  
  SHORT-TERM
INCENTIVE
(STI)
      LONG-TERM
INCENTIVE
(LTI)
      MINIMUM SHARE
REQUIREMENTS
(MSR)
   
  Link to strategy       Link to strategy       Link to strategy    
 

This is a performance-based Group annual incentive scheme that supports value creation and motivates our people to help us achieve success.

     

The long-term incentive plans award shares and/or cash to participants. This instills a sense of ownership among employees and executives, enabling:

  • Alignment of executive rewards with shareholder interests
  • Retention of key people
  • Alignment of people costs with business results
     

Executives are required to hold shares in Gold Fields, in line with best practice. This ensures alignment between executive and shareholders’ interests.

   
  Implementation       Implementation       Implementation    
 

All Group executives, regional executives and management-level employees (Patterson D-band and above) categories are eligible to participate in the STI, subject to the achievement of applicable performance conditions.

     

Previously, all eligible management-level employees who participated in the LTI plan received performance shares. From 2018 onwards, the following changes apply:

  • Exco members: 100% of LTI award under the Share Plan
  • Regional Exco: 30% of LTI award under the Share Plan and 70% under the cash-settled LTI plan
  • Other participants under the LTI receive 100% under the cashsettled LTI plan

Both cash and equity-settled plans have 3-year vesting periods and annual awards with performance conditions

     

CEO required to hold 200% of GRP by 31 December 2020. All other Exco members to hold 100% of GRP/BRP within five years of entry.

   
  Policy / practice       Policy / practice       Policy / practice    
 

Employees can receive up to 200% of their target bonus, based on their personal performance rating in their BSC. No bonus is paid for a performance rating between 0 and 1,9, 100% of the bonus is paid for a performance rating of 3 and 200% of target is awarded for a rating of 4,7 to 5.

Job
grade
  Bonus target incentive
as % of GRP
    Threshold   Target   Stretch
EVP   0%   55%   110%
CFO   0%   60%   120%
CEO   0%   65%   130%

     
Role   On-target
award as % of
GRP or BRP
  Business
CEO   104   208
CFO   96   192
Exco   88   176
Regional Exco1   18-20   36-40
     

RemCo makes matching shares available on a ratio of 1:3, which vest at the end of a 5-year period.

Capped at 67% of GRP for CEO, 33% for others.

Execs may elect to defer certain cash or equity awards to increase their MSR holdings.

   
  Performance measures       Performance measures       Performance measures    
 

Individual BSC performance (35%)

Company performance conditions 2018 (65% or 45% for RexCo):

  • Safety (TRIFR 20%) (changed for 2019)
  • Gold production (20%)
  • AIC (40%)
  • Development and waste stripping (20%)

Regional performance conditions (20% for RexCo)

     

Performance shares and Group cashsettled

  • Absolute US Dollar Total Shareholder Return (33% weighting)
  • Relative US Dollar TSR (33% weighting)
  • Free cash-flow Margin (34% weighting)

Regional cash-settled:

  • Decreasing AIC (40%)
  • Sustainably extending reserves - Australia, Ghana, Peru (40%)
  • Three-year production targets - South Deep (40%)
  • Safety, licence to operate, reputation (20%)
     

Not applicable

   

Executive directors’ and prescribed officers’ remuneration

The table of remuneration for executive directors and prescribed officers based on the total single-figure remuneration prescribed by King IV is displayed below. King IV requires the disclosure of a total single figure of remuneration, received and receivable for the reporting period that ties remuneration to the individual’s performance for the period.

The definitions used in the adoption of these remuneration reporting requirements under King IV follow below. These should assist in a clearer understanding of the values and related terminology used in the table of remuneration.

Reflected

In respect of the LTI plans, remuneration is reflected when performance conditions have been met during the reporting period. If the only remaining vesting condition is continued employment, the remuneration is reflected in the period when all other performance conditions have been met. Remuneration included may not have legally transferred to the individual, and the individual may not yet have the unconditional right to enjoy the benefits thereof.

Settlement

This refers to remuneration that has been included in the total-single figure remuneration in respect of any prior period but has only been unconditionally transferred to the individual concerned in the current period.

Not yet settled

This refers to remuneration that has been included in the total single figure of remuneration in the current period but has not been unconditionally transferred to the individual concerned in the current period, or where an election has been made by the individual to defer the settlement thereof in fulfilment of their minimum shareholding requirement.

Unconditional transfer

Means that the individual now enjoys full right to the remuneration (excluding any applicable clawback), and it is no longer subject to any further service, employment or other conditions.

For the two executive directors, the 2018 total single figure of remuneration reported is lower than was reported for the 2017 period. The reasons are as follows:

  • Matching shares awarded (US$942,800 and US$157,500 for the CEO and CFO respectively) were included in the reporting for the 2017 period as required, with none in 2018
  • Both the CEO and CFO have lower cash-incentives in 2018 than in 2017 due to these being performance-related outcomes as described in Section 2

Remuneration for executive directors and prescribed officers – All figures in US$’000

Name     Status           Salary1     Pension
fund contribution
      Cash incentives2     LTI plan
reflected3
 
N Holland   Executive Director   2018     1,251.6     26.5     661.5     1,027.2  
        2017     1,186.9     26.3     1,002.2     463.5  
P Schmidt   Executive Director   2018     626.6     48.2     306.2     646.4  
        2017     588.6     48.2     542.7     459.0  
L Rivera8   Prescribed Officer   2018     668.6     72.8     134.0      
        2017     626.3     48.4     270.4      
A Baku9   Prescribed Officer   2018     808.0     185.8     634.8     621.9  
        2017     784.7     180.5     719.8     463.5  
R Butcher   Prescribed Officer   2018     384.5     37.3     192.4     90.3  
        2017     353.0     37.9     278.5      
N Chohan   Prescribed Officer   2018     367.2     26.5     213.9     248.7  
        2017     342.8     26.3     288.3     126.0  
B Mattison10   Prescribed Officer   2018     453.6     26.5     271.9     410.1  
        2017     426.7     26.3     369.9     297.0  
T Harmse   Prescribed Officer   2018     369.7     26.5     215.3     331.6  
        2017     344.7     26.3     290.1     252.0  
A Nagaser   Prescribed Officer   2018     243.3     27.0     131.1     124.8  
        2017     228.1     25.3     192.0     90.0  
S Mathews11   Prescribed Officer   2018     438.2     29.5     289.4     274.2  
        2017     397.5     21.2     326.1      
M Preece   Prescribed Officer   2018     541.7     26.5     168.8      
        2017     338.2     16.6          
R Bardien12   Prescribed Officer   2018     274.3     24.3     150.5      
Name Matching
shares
reflected4
    Other5     Total
single
figure
of
remuneration
    Less:
amounts
not yet
settled6
    Add:
cash
value on
settlement7
    Total
cash
equivalent
remuneration
 
N Holland         2,966.8     (1,688.7)     1,475.6     2,753.7  
  942.8         3,621.7     (2,408.5)     677.6     1,890.8  
P Schmidt     2.1     1,629.4     (952.6)     1,011.2     1,688.0  
  157.5     4.0     1,800.0     (1,159.2)     891.2     1,532.0  
L Rivera8     385.7     1,261.3     (519.7)     481.3     1,222.9  
      253.3     1,198.4     (486.7)     111.0     822.7  
A Baku9     68.0     2,318.6     (1,256.8)     1,237.2     2,299.0  
  51.9     150.2     2,350.6     (1,235.2)     924.4     2,039.8  
R Butcher         704.5     (282.7)     267.6     689.4  
          669.4     (278.5)     323.2     714.1  
N Chohan     1.8     858.2     (462.7)     403.5     799.0  
  54.0     3.3     840.7     (468.3)     417.2     789.6  
B Mattison10     2.5     1,164.6     (681.9)     672.5     1,155.1  
  55.4     1.0     1,176.3     (722.3)     622.2     1,076.2  
T Harmse     7.8     950.8     (546.9)     548.0     951.9  
  10.0     6.8     929.9     (552.1)     484.3     862.1  
A Nagaser     0.4     526.6     (255.9)     245.1     515.8  
      0.7     536.1     (282.0)     221.1     475.2  
S Mathews11     4.9     1,036.3     (563.6)     514.2     986.9  
      10.0     754.8     (326.1)         428.7  
M Preece     0.4     737.3     (168.8)         568.6  
          354.8             354.8  
R Bardien12     106.1     555.2     (150.5)         404.7  
Average exchange rates were US$1 = R13.20 for FY2018 and US$1 = R13.33 for FY2017. No termination payments during the year
1 The total US$ amounts paid for 2018, and included in salary were as follows: NJ Holland US$406,700, P Schmidt US$124,150 and BJ Mattison US$88,200. The total US$ amounts paid for 2017, and included in salary were as follows: NJ Holland US$396,500, P Schmidt US$121,000 and BJ Mattison US$86,000
2 The annual bonus accruals for the year ended 31 December 2017 and 31 December 2018, paid in February 2018 and February 2019, respectively
3 The values of the 2015 LTI Plan with a performance period ending 31 December 2017 is reflected in the 2017 figures The values of the 2016 performance shares with a performance period ending 31 December 2018 is reflected in the 2018 total single figure of remuneration based on a US$3.29 price as at 31 December 2018. The vesting date is 1 March 2019 and will be reflected in the 2019 cash value equivalent on settlement
4 The 2017 total single figure of remuneration includes the cash equivalent value of matching shares awarded in terms of the MSR policy in 2017
5 Other includes special bonuses and incidental payments unless otherwise stated
6 Includes cash incentive, cash LTI plan and matching shares reflected for the year
7 The 2018 figure includes the bonus related to the 2017 financial year paid in February 2018 and the 2015 cash LTIP vested and settled in March 2018. The 2017 figure includes the bonus related to the 2016 financial year paid in February 2017 and the 2014 cash LTIP vested and settled in March 2017.
8 L Rivera – other payments for 2018 relate to cash in lieu of 2016 share award payable upon vesting in March 2019. His appointment package and conditions were approved by RemCo but the LTI award was inadvertently not executed hence he was never physically awarded. This value reflects the equivalent cash compensation in this regard. Cash Incentives include legislated bonus portion. Company contributions to pension erroneously not reported previously
9 A Baku – other payments for 2018 relate to approved profit share bonus payment approved and 2017 relates to leave allowance in line with related policy.
10 BJ Mattison – other payments for 2018 relate to a service award in line with Company practice.
11 S Mathews – other payments for 2018 relate to bonus payment in lieu of most improved operation bonus scheme.
12 R Bardien – Appointed on 1 February 2018. Other payments relate to sign on bonus.