Annual
Financial Report
2018
2018
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Our people determine our success through their execution of our strategy
On behalf of the Remuneration Committee (RemCo) it gives me pleasure to present the Gold Fields Limited (Gold Fields) 2018 Remuneration Report.
Steven Reid
The Gold Fields Board is responsible for ensuring the Group’s remuneration arrangements are equitable and aligned with the long-term interests of Gold Fields and its shareholders. In performing this function, it is critical that the Board is independent of management when making decisions affecting remuneration of the Chief Executive Officer (CEO), Chief Financial Officer (CFO), other executives and the Group’s employees. The Board has appointed a RemCo to assist it in making such decisions. RemCo is comprised solely of independent non-executive directors (NEDs).
The activities of the RemCo, including the issuing of this report, are governed by terms of reference, approved annually by the Board, which are available on our website together with the Gold Fields Remuneration Policy, at www.goldfields.com.
To ensure that it is fully informed, RemCo periodically invites the CEO and Executive Vice President (EVP): People and Organisational Effectiveness to attend meetings to provide reports and updates. These individuals are not present when matters associated with their own remuneration are considered. RemCo can draw on services from a range of external sources, including remuneration advisors as detailed later in this report.
RemCo ensures that the remuneration philosophy and policy support the Group’s strategy – this, in turn, enables the recruitment, motivation and retention of executives who drive value creation while always complying with all relevant legislation and regulations around the globe.
The four pillars of the Gold Fields balanced scorecard (BSC) support the delivery of our strategic objective:
We do:
We do not:
Gold Fields has a remuneration philosophy in which we have embedded performance linked to the above Group BSC. We believe that the link between Gold Fields’ strategy and the individual outcomes is critical to the delivery of our strategic objectives and have aligned these through the development of the Group’s BSC. This BSC has then been cascaded throughout the organisation, ensuring that each individual’s objectives are aligned to the Gold Fields strategy and all employees understand how their daily actions contribute 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:
RemCo notes that it has again worked closely with management and our external advisors to continue to improve practices and believes that the work we have done not only meets our objectives, but also ensures the alignment of interests across a diverse set of stakeholders. We sincerely believe that engagement with stakeholders is part of overall value creation, and generally consider such shareholder feedback as part of our ongoing policy reviews.
During 2018, the second year of the Gold Fields reinvestment programme aimed to ensure that our portfolio of mines continues to generate cash sustainably into the foreseeable future. We further embedded the related strategic drivers into our performancebased variable pay programmes (STIs and LTIs). The fatality rate, the benchmark total recordable injury frequency rate (TRIFR), and the total number of recordable injuries continued their overall improvements over the past few years. At 1.83 incidents per million hours worked, the Gold Fields 2018 TRIFR is at its best level ever and has improved by 55% since 2014. It is still a major disappointment though that we experienced one fatality at our mines during 2018 (three in 2017), a tragic reminder that we cannot ever let our guard down when it comes to safety at our operations. Each region significantly exceeded its host community procurement spend targets and the regional host community employment targets were met by Ghana, South Africa and Australia. Gold Fields was ranked fourth in the mining and metals sector of the Dow Jones Sustainability Index (DJSI) in 2018, and an independent verification of Gold Fields’ alignment with the International Council on Mining and Metals (ICMM) Water Position Statement found that we are indeed aligned.
Gold Fields achieved 2.036 Moz of attributable gold production, which is ahead of revised guidance on 9 November 2018 and within 4% of original guidance (excluding Asanko). Both All-in Sustainable Costs (AISC) and All-in Costs (AIC) ended the year below original guidance, at US$981/oz and US$1,173/oz, respectively. Gruyere was 89% complete at the year-end with the first ore put through the crusher in Q1 2019. The restructuring of South Deep was completed, Damang life extension project was ahead of plan and a positive Salares Norte feasibility study was completed. The Group spent total project capital of US$502m over the past two years, primarily on Damang and Gruyere, ensuring that Gold Fields is now on track for international operations to produce over 2Moz a year for the next decade. We anticipate reaching this milestone for the first time in FY2019 as Damang grows production; Gruyere commences production and our Asanko joint venture contributes for the full year. Of the four operating regions, the international operations all performed in excess of 150% achievement levels in 2018, while restructuring and resetting for the longer term impacted South Deep’s performance.
In light of these summarised highlights, which the executive team have been instrumental in guiding, the performance-linked pay outcomes are in line with the approved frameworks for linking variable pay with performance within Gold Fields.
PricewaterhouseCoopers Inc (PwC) continued their association with Gold Fields during 2018 as independent remuneration advisors to RemCo. The mandate of PwC was to provide external independent services in relation to global best practice, trends and related governance matters regarding remuneration.
Deloitte & Touche (Deloitte) supported Gold Fields with a review of the proposed regional 2018 cash-settled LTI plan, which the Board approved, and management implemented effective March 2018, as well as with an executive remuneration benchmarking exercise used in support of our 2019 salary increases. As a further point of reference, Mercer provided us with an executive benchmarking survey report in February 2018 which did not require any specific actions and broadly confirmed our overall pay position to market. With the appointment of PwC as Gold Fields’ external auditors effective from 2019, PwC will no longer be able to continue with their services to the RemCo for the forthcoming year, in line with auditor independence regulations. As such, the role of RemCo independent remuneration advisors will pass to Khokhela Remuneration and Performance, a reputable and independent South African firm selected after an independent tender process.
RemCo is committed to working diligently on behalf of the Board and overseeing all remuneration matters in the best interest of Gold Fields and its shareholders. The feedback from our shareholders on our approach to executive remuneration was very positive last year and we continue to monitor developments in executive remuneration and evolving solid practices to ensure our programmes and decisions are appropriate. Overall, shareholders voted favourably with regard to the NEDs’ fees (98%) and the Remuneration Policy, and the implementation thereof (96%), at the Annual General Meeting held on 22 May 2018. Gold Fields values the engagement with, and support of, shareholders. On behalf of RemCo, I would like to express my thanks to them.
RemCo has responsibility for oversight and management of compensation-related risk. As part of its mandate, RemCo annually, and otherwise when considered necessary, reviews risks associated with the remuneration philosophy, structure, policies and practices. RemCo is satisfied that the executive compensation structure does not create undue risks or promote inappropriate risk-taking behaviour.
The following are key risk mitigation features of our remuneration policies and practices:
The Committee has concluded that any risks arising from our employee remuneration policies and practices are not reasonably likely to have a material adverse impact. RemCo will continue to monitor that fair, equitable and responsible remuneration processes are in place throughout Gold Fields in a manner that links robustly to Gold Fields strategy, thereby promoting stakeholder value creation. RemCo is of the opinion that the Gold Fields Remuneration Policy, philosophy and practices for 2018 supported fair, transparent and reasonable pay in return for the achievement of strategic objectives underpinned by sustainability.
Steven Reid
Chairperson of the RemCo
On behalf of RemCo, which approved the report on 25 March 2019
Section 2 deals with Gold Fields’ Remuneration Policy and philosophy as applicable to the CEO, CFO (in their respective capacities as executive directors), and the Exco members (as Gold Fields’ prescribed officers). In addition, we discuss certain remuneration principles that are applicable on a Group-wide basis.
The Gold Fields total reward programme and policy starts with and flows from our Group strategy and values as illustrated below.
The Group’s BSC process forms part of the day-to-day management of the business, as well as the quarterly review business process and the performance management process, and is not simply an input to reward-related decision-making. This approach supports the delivery-based culture that Gold Fields seeks to create.
For all executive scorecards, we ensure that cascaded objectives are more outcomes-focused and that targets are appropriately set with stretch targets established taking into account the incremental reward. Each year, management and the Board assess the Group’s key objectives for the year ahead to ensure the Group achieves its medium-term target. The 2019 BSC goals are captured in the infographic alongside, the contents of which flow into the various reward elements.
Gold Fields is committed to ensuring fair, equitable, sustainable and responsible executive remuneration practices. We believe in compensating our people in relation to sustained value, delivered consistently, in a fair and transparent manner. Our values, ethics and beliefs underpin this philosophy, which aims to attract, retain and motivate top talent.
The Gold Fields Remuneration Policy drives and incentivises the achievement of Gold Fields’ strategy, and continuously supports the creation of shareholder value by aligning performance with commensurate levels of reward. In this way, there is stakeholder interest alignment. King IV principles relating to fair and responsible remuneration guide the fair and responsible application of the Remuneration Policy across all operations. In addition, compliance with all relevant laws and regulations in the various jurisdictions we operate is non-negotiable and strictly enforced. A key design principle of the Remuneration Policy is to ensure a clear link between the Gold Fields’ strategy and our employees’ work-related efforts, illustrated below together with our remuneration framework.
ORGANISATIONAL CAPACITYMake sure the company has the capacity to deliver 1. IMPROVE IMPACT OF I&T
2. IMPROVE QUALITY OF PORTFOLIO
3. IMPROVE GOVERNANCE, COMPLIANCE & RISK
4. IMPROVE SECURITY OF UTILITIES
5. IMPROVE PEOPLE CAPACITY & CULTURE
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INTERNAL BUSINESS PROCESSBuild the processes required for delivery 1. Increase total shareholder return
2. Improve liquidity and profile of debt
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STAKEHOLDERSMaintain stakeholder support by delivering value 1. Increase stakeholder engagement
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FINANCIALS
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Gold Fields competes for talent on a global scale. With the increase in global project activity, this requires us to have a competitively positioned talent attraction approach.
As such, our remuneration practices have a business need to be competitive in the various jurisdictions we operate, balanced with our pay-for-performance philosophy and overall strategy to maximise total shareholder return (TSR) sustainably.
Our annual benchmarking efforts reflect this and translate to comparisons at the market median of our comparator group. Final pay decisions consider benchmarking results in combination with performance, affordability and economic conditions.
Deloitte conducted an independent comparison of executive pay against an appropriate peer market during 2018. This peer group is not the same as the one used for Relative TSR due to the availability of guaranteed pay data. The composition of this group was position-specific and included:
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The Deloitte study confirmed general alignment of the CEO and CFO target pay mix with that of local and international mining peers and market cap comparators and provided valuable information to RemCo in assessing other executive remuneration levels.
Gold Fields’ Employee Value Proposition balances financial reward with non-financial reward to drive desired levels of performance. The financial reward component of the Employee Value Proposition include:
| Remuneration Policy | |||||||||
| Guaranteed remuneration package (GRP), or base rate of pay (BRP) |
Variable pay STIs and LTIs designed to align performance with strategy and value creation |
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| Base pay | Benefits | STIs | LTIs | MSR | |||||
| Market-related salaries, dependent on performance, roles and responsibilities | Market-related benefits guided by local legislation and internal policies | Performance-based Group annual incentive scheme | Longer-term plans that instil a sense of ownership and strategic alignment
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Encourages executives to hold shares in Gold Fields, in line with best practice | |||||
The GRP (BRP for international employees) elements for Gold Fields are:
| Base pay (either GRP/BRP) | |||||||
| Objective and link to strategy |
Operation | Policy and practice | Performance measures | ||||
| A competitive salary provided to executives to ensure that their experience, contribution and appropriate market comparisons are fairly reflected also allows us to attract and retain the skills required to deliver on our strategic goals. |
Base pay for all employees are 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. 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. |
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. 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. |
Both Group performance and individual performance in line with BSC informs the individual base salary review, in addition to economic circumstances, affordability, changes in job responsibility and alignment across employee group. |
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| Benefits and allowances | |||||||
| Objective and link to strategy |
Operation | Policy and practice | Performance measures | ||||
Provided to ensure local market competitiveness benefits are provided based on affordability to both the employees and the Group. |
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 |
In line with 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. |
Not applicable. |
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Remuneration scenarios at different levels1 |
Remuneration mix
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| Chief Executive Officer | ||
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| Chief Financial Officer | ||
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| Executive Committee | ||
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| 1 For theoretical purposes of displaying the pay policy remuneration mix. Assumes LTI award at target levels. ‘Below’ assumes no annual LTI; ‘Ontarget’ assumes 50% vesting; ‘Stretch’ assumes 200% vesting. For Executive Committee: GRP is an average value not intended to reflect any actual executive’s earnings and used as the basis for calculating STI and LTI values. A South Africa pension contribution assumption of R350,000 included, being the maximum annual tax deduction. |
Remuneration policies and procedures are designed with features that mitigate risk without diminishing the incentive nature of the remuneration. We believe our remuneration policies and practices encourage and reward prudent business judgement and appropriate risk-taking over the long term to increase shareholder value.
Our STI is a performance-based Group annual incentive scheme that supports value creation and motivates our people to help us achieve success.
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.
Individual performance
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Company performance conditions
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| CATEGORY | INDIVIDUAL | GROUP | REGION | OPERATIONS | |||||||
| CEO | 35% | 65% | |||||||||
| CFO | |||||||||||
| Group executive | |||||||||||
| Regional executive | 20% | 45% | 45% | ||||||||
| General manager | 20% | ||||||||||
| Regional office | 65% | ||||||||||
| Mines | 65% | ||||||||||
| 1 | New safety conditions set for 2019, below |
Threshold, on-target bonus and stretch amounts expressed as a percentage of GRP (or BRP) are as below:
| Job grade | Bonus target incentive as % of GRP |
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| Threshold | On-target | Stretch | |
| EVP | 0% | 55% | 110% |
| CFO | 0% | 60% | 120% |
| CEO | 0% | 65% | 130% |
This is made up of the following bonus parameters:
In 2018 we embarked on a process to realign our performance management process with our Group strategy. This realignment process also included the addition of a balance between leading and lagging indicators into all scorecards and ensuring that we set appropriate stretch targets for all management level employees. This new approach builds on our previous BSC process but ensures a stronger alignment between our strategy and our BSC by moving from the standard BSC performance quadrants to our customised strategic focus areas, i.e. licence and reputation, safe operational delivery, capital discipline and portfolio management. This ensures that our strategy is cascaded into measurable objectives that we track through our performance management process.
The following chart shows how performance rating scores on the 5-point scale translate to percentages used for bonus calculation purposes. Up to a score of 2 results in no bonus payable, and between 4.7 and the maximum of 5 results in the capped achievement of 200%.
Personal performance rating correlation to percentage bonus achievement
The CEO’s condensed 2019 personal scorecard follows, made up of a balance between leading and lagging indicators.
| Category | Weight | Key result themes | |||
| Financial | 10% | Improve liquidity and profile of debt by reducing net debt by US$100m | |||
| Internal business process | 15% | Deliver the 2019 South Deep business plan through disciplined execution and improving productivity towards achieving 477 tonnes mined per employee | |||
| 15% | Improve internal business planning processes at South Deep by achieving at least 85% compliance to mining plan in terms of drilling, blasting, support, cleaning and backfill | ||||
| 10% | Delivery of Gruyere project within the revised A$621.4m cost plan and by the scheduled dates for project completion | ||||
| 10% | Delivery of Damang project against plan: Total material mined: 31.8Mt; Gold: 218koz; Mill throughput of 4.3Mt; 75% spatial compliance to plan | ||||
| 5% | Delivery of Salares Norte project against plan. Extended feasibility study peer reviewed by March 2019; total engineering about 63%; completed district exploration plan with 12.9km drilled; EIA Addendum 2 presented to Regulator by December 2019 | ||||
| Organisational capacity | 10% | Improve impact of innovation and technology (I&T). Complete and embed 2019 I&T programmes in accordance with the regional defined strategies with clear, approved business cases | |||
| 5% | Improve governance, compliance and risk by having no material deviations from 2019 compliance guidelines | ||||
| 10% | Improve people capacity and culture by developing the leadership competency framework aligned with strategic objectives and our values | ||||
| 10% | Living the Gold Fields values and demonstrating these values as described by the various descriptors |
A conditional share plan that provides for annual awards of performance shares, which vest after three years subject to performance conditions. Participants receive real shares under the Share Plan, which aims to instil a sense of ownership among employees and executives, enabling:
Previously, all eligible management-level employees who participated in the LTI plan received performance shares under the Share Plan. From 2018 onwards, the following changes apply:
Differentiating the LTI award types and only awarding shares to executives and specified senior managers ensures future sustainability of the share scheme and limits the issuance of shares under the plan.
The standard award of performance shares determined by job grade, performance and guaranteed remuneration are set out below:
| Role | On-target award as % of GRP or BRP |
Stretch-target award as % of GRP or BRP |
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| CEO | 104 | 208 | |||
| CFO | 96 | 192 | |||
| Exco | 88 | 176 | |||
| Regional Exco2 | 18 – 20 | 36 – 40 |
| 2 | This represents 30% of LTI participation, as 70% of LTI is under the cash-settled plan |
The Share Plan performance conditions for vesting:
| Performance condition |
Weighting | Threshold (0% vesting) |
Target (100%) vesting |
Stretch (200% vesting) |
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| Absolute US Dollar TSR | 33% | N/a – no vesting below target | The US Dollar (nominal) cost of equity3 over the three-year performance period | US Dollar cost of equity + 6% per annum over the three-year performance period | |||||
| Relative US Dollar TSR | 33% | Below median of the peer group4 | Median of the peer group | Upper quartile of the peer group | |||||
| Free cash flow margin (FCFM)5 | 34% | Average FCFM over the three-year performance period of 5% at a gold price of US$1,200/oz – margin to be adjusted relative to the actual gold price for the three-year performance period | Average FCFM over the three-year performance period of 15% at a gold price of US$1,200/oz – margin to be adjusted relative to the actual gold price for the three-year performance period | Average FCFM over the three-year performance period of 20% at a gold price of US$1,200/oz – margin to be adjusted relative to the actual gold price for the three-year performance period |
| 3 | Cost of equity is determined by an external consultant. Previously PwC conducted this determination, but will no longer do so from 2019 onwards due to auditor independence restrictions. A new service provider will therefore be appointed for this purpose |
| 4 | AngloGold Ashanti, Goldcorp, Barrick, Eldorado Gold, Randgold Resources, Yamana, Agnico Eagle, Kinross, Newmont, Newcrest |
| 5 | This is a non-IFRS measure which is defined and reconciled to IFRS in management’s discussion and analysis of the financial statements |
The vesting profile based on performance over the three-year period is as follows:
| Performance condition | Threshold | Target | Stretch | |||
| Absolute TSR | 0% | 100% | 200% | |||
| Relative TSR | 0% | 100% | 200% | |||
| FCFM | 0% | 100% | 200% |
The award is subject to the degree of achievement of the Group performance conditions and may result in a vesting of 0% to 200% of the award.
The cash-settled LTI plan will ensure closer alignment between regional and individual contributions and our long-term business strategy and is directly linked to the manager’s line-of-sight actions, ensuring greater focus is placed on creating a high-performance culture, as well as incentivising, motivating and retaining management. The use of cash as opposed to shares also reduces the number of shares required while still ensuring a longer-term focus for participants.
Regional Exco members have 30% of their LTI award under the Share Plan and 70% under the cash-settled LTI plan. Other eligible management-level employees have full 100% participation in the cash-settled LTI plan.
The cash-settled plan’s design links a participant’s performance to regional long-term strategic objectives, aligned with Group objectives. Regional fundamental value-driving performance conditions are set and agreed with RemCo at the beginning of the three-year performance period. While awards are made in March each year and are settled in March three years later, the measurement periods are from 1 January of the year of the award to 31 December of the third year. The Group executive team recommends performance conditions for approval by RemCo on an annual basis.
For the March 2018 award, RemCo approved performance outcomes per regions that included:
Approximately 550 eligible employees participate in the cash-settled plan. Group participants in the cash-settled plan have the same performance conditions as for the Share Plan.
We understand that the alignment between executives’ and shareholders’ interests is critical to sustained value creation. As such, we encourage executives to hold shares in Gold Fields, in line with international best practice and emerging best practice within South Africa.
Members of the Exco are required to hold shares in Gold Fields in accordance with the terms of the approved MSR policy. The CEO is required to build up a holding of 200% of his GRP, on a pre-tax basis, by 31 December 2020. As at 31 December 2018, Gold Fields’ CEO held a value equivalent to approximately 250% of the target GRP (i.e. he holds 125% of the amount required by the policy). All other members of the Exco are required to build up a holding of 100% of their GRP or BRP within five years of date of entry to the plan.
RemCo makes an award of matching shares at a ratio of 1:3 (one share for every three held, capped at the matching share limit) committed to the MSR (at the discretion of RemCo). The value of the ultimate number of matching shares that will vest is limited to 67% of the annual salary in the case of the CEO, and 33% of the annual salary for the other executives. The matching shares vest at the end of the five-year period, provided that the participant remains in the employment of the Group and has retained the committed shares.
Retention and sign-on bonuses
Based on the recommendation from management, RemCo has the discretion to approve sign-on payments and/or retention payments to recruit and/or retain candidates who are highly skilled or fulfil specialised roles or scarce resource positions at certain levels. Below these levels, management has the discretion to approve these payments. The minimum work back periods for these retention payments are two years. No such bonuses were awarded in 2018.
Clawback
The Board has approved the clawback policy entitling the Board to, in specific instances, seek repayment of remuneration amounts which have been made in error. The policy allows RemCo the right to recover all forms of remuneration from executives. This is applicable but not limited to remuneration relating to base pay, the achievement of financial or performance goals or similar conditions for any award, or payment under the annual incentive plan or long-term incentive plan or any bonus payment, whether vesting is based on the achievement of performance conditions, the passage of time, or both.
The right of recovery may be exercised within three years from the restatement date and the policy sets out the procedures to be followed depending on whether the remuneration has been paid, transferred or otherwise made available to the executive as well as the steps to take where the amount is not immediately recoverable, despite demand.
Executive Committee service contracts and termination provisions
Gold Fields can terminate an executive’s employment summarily for any reason recognised by law in the respective jurisdictions. The general principles governing the settlement of employment benefits and rewards is that employees who resign voluntarily or are dismissed for disciplinary reasons forfeit all unvested benefits and awards. Employees who separate from the Group for reasons of death, disability, retirement, or redundancy for operational reasons, retain a portion of unvested benefits and awards. This portion is based on the principles of time (pro rata) and performance testing at on-target levels, and in line with the King IV principles.
Executive directors have permanent employment agreements with Gold Fields Group Services (Pty) Ltd (GFGS), Gold Fields Ghana Holdings BVI Limited (GF Ghana) and Gold Fields Orogen BVI Limited (Orogen), and the EVP: Strategy, Planning and Group Development have permanent employment agreements with GFGS and Orogen.
In terms of the South African employment contracts for the Group Exco, employment continues until terminated upon notice by either party or retirement age, which is currently 63 years. Orogen and GF Ghana have substantially similar terms.
The notice period is 24 months for the CEO, 12 months for the CFO, and six months for Group Exco.
Change of control provisions
In 2012, RemCo resolved to discontinue the remuneration entitlement in the event of a change of control for senior executives appointed after 1 January 2013. The senior executives appointed before this date are entitled to the change of control remuneration benefits and retained their rights under the previous policy. Therefore, the only members of the executive with a change of control provisions are the CEO, CFO and EVP: Sustainable Development.
A change of control is defined as the acquisition by a third party or concert parties of 30% or more of Gold Fields’ ordinary shares. In the event of the finalisation of an acquisition, merger, consolidation, scheme of arrangement or other reorganisation, whether or not there is a change of control and if the executive directors' services are terminated, the change of control provisions also apply. For these employees, their employment contracts provide that, in the event of their employment being terminated as a result of a change of control (which is defined above), and such termination occurs within 12 months of the change of control, the director is entitled to:
Their employment contracts also provide that these payments cover any compensation or damages the executive directors may have under applicable employment legislation.
As set out in King IV, shareholders are required to cast a non-binding advisory vote on the Remuneration Policy at the Gold Fields AGM on 21 May 2019.
Should there be a 25% or higher vote against the adoption of the above, we will embark upon a process of shareholder engagement in order to understand the drivers of the dissenting votes, and to discuss potential remedial measures.
A summary of the recent shareholder advisory endorsement of the Remuneration Policy follows.
| Votes for (%) | Votes against (%) | Abstentions | |||||
| 24 May 2017 | 97% | 3% | – | ||||
| 22 May 2018 | 96% | 4% | – |
NEDs are not eligible to receive any STIs or LTIs. Gold Fields pays NEDs based solely on their role within the Board and/or Committee and there is no differentiation by nationality. We apply the policy using the following principles:
NEDs’ fee review
We do not intend to seek approval for increases to be applied to the fees of NEDs for the period 1 June 2019 to 31 May 2020.
The following fixed annual fees shall be payable to NEDs with effect from 1 June 2019 (excluding VAT), if approved by shareholders at the AGM on 21 May 2019.
These fees are the same as those approved by shareholders for the 1 June 2018 to 31 May 2019 period at the AGM on 22 May 2018 that included adjustments for inflation and market alignment.
| NED fees | |||||
| Per annum unless specified | Approved 2018/2019 fees in Rand |
Approved 2018/2019 fees in Rand |
Approved 2018/2019 fees in Rand |
Approved 2018/2019 fees in Rand |
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| The Chairperson of the Board (all-inclusive fee) | 3,120,000 | 3,120,000 | |||
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| The Deputy Chairperson of the Board (all-inclusive fee) | 2,031,000 | 2,031,000 | |||
| The Chairperson of the Audit Committee | 372,000 | 372,000 | |||
| The Chairpersons of the Capital Projects, Control and Review Committee, Nominating and Governance Committee, Remuneration Committee (RemCo), Risk Committee, Social, Ethics and Transformation (SET) Committee and Safety, Health and Sustainable Development (SHSD) Committee (excluding the Chairperson and Deputy Chairperson of the Board) | 228,960 | 228,960 | 17,676 | 17,676 | |
| Members of the Board (excluding the Chairpersonand Deputy Chairperson of the Board) | 1,024,080 | 1,024,080 | 79,296 | 79,296 | |
| Members of the Audit Committee (excluding theChairperson of the Audit Committee and the DeputyChairperson of the Board) |
191,880 | 191,880 | 14,892 | 14,892 | |
| Members of the Capital Projects, Control and ReviewCommittee, Nominating and GovernanceCommittee, Remuneration Committee (RemCo), RiskCommittee, SET Committee and SHSD Committee(excluding the Chairpersons of the relevantcommittees, Chairperson and Deputy Chairperson ofthe Board) |
144,480 | 144,480 | 11,304 | 11,304 | |
| Chairperson of the ad hoc committee (per meeting) | 58,000 | 58,000 | 4,430 | 4,430 | |
| Member of the ad hoc committee (per meeting) | 36,000 | 36,000 | 2,835 | 2,835 | |
This section of the Remuneration Report explains the implementation of our Remuneration Policy by providing details of the remuneration paid to executives and NEDs for the financial year ended 31 December 2018. There were no deviations from the Remuneration Policy during this period. Also set out in this section are the period’s performance outcomes against targets for the various individual remuneration programmes as discussed in Section 2: Remuneration Policy.
Average exchange rates of US$1:R13.20 (2017:R13.33) and A$1:R9.88 (2017:R10.2) have been applied for calculation purposes in this section.
| Guaranteed pay (GRP and BRP) adjustments | |||
| Key facts | Policy application | ||
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Key facts
Policy application
Group objectives
For the year ended 31 December 2018, the Group performance was 71%, with targets and achievements below:
| Weight | Threshold | Target | Stretch | Achieved | Per- centage achieved |
Bonus outcome |
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| Safety improvement – TRIFR | 20% | 0% | 6% | 12% | 26% | 186% | 37% | ||||||||
| Gold (equivalent) production – koz | 20% | 2,082 | 2,158 | 2,231 | 2,046 | 0% | 0% | ||||||||
| AIC US$/oz | 40% | 1,170 | 1,131 | 1,091 | 1,160 | 25% | 10% | ||||||||
| Development and waste mined6 | 20% | 120% | 24% |
| 6 | This 20% is made up of: development (4%) and distress mining (4%) for South Deep, and open pit waste mined (6%) and underground development (6%) for international operations |
| Note: | |
Published AIC US$1,173/oz – adjusted by -13 for STI purposes – to result in US$1,160/oz. This is made up of:
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In addition to the Group objectives listed above, the RemCo assessed the CEO and CFO on their personal objectives for 2018. These objectives are set every year based on key performance areas for RemCo to review and approve. Subsequently, RemCo reviews performance against these objectives towards the end of the year.
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PERFORMANCE RATING SCALE:
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2.5 | / | Development required (91% - 99% of goals achieved) |
4 | / | High performance (111% - 120% of goals achieved) |
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| 3 | / | Good performance (100% - 105% of goals achieved) |
4.5 | / | Top performance (121% -125% of goals achieved) |
|||||||
| 3.5 | / | Great performance (106% - 110% of goals achieved) |
5 | Exceptional performance (126% or more of goals achieved) |
| CEO 2018 scorecard | |||||||
| Category | Weight | Objectives | Achievements | Rating | |||
| Safe operational delivery (70%) | 20% | Delivery of South Deep infrastructure projects and improvement in the mining cycle while ensuring we have the right people in the right roles Implement appropriate organisational structures, manning and layers while taking into account the required spans of control and resources required to achieve the production buildup |
Removed approximately R900m in fixed costs (operating costs R520m, reduction in capital R320m) Reset relationship with organised labour, gave notice on legacy costly labour agreements. The settlement agreement provides for new recognition agreement to be finalised 50% of critical roles in D band and above capably filled |
3 | |||
| 15% | South Deep: Improve overall productivity by improving face time and mining cycle times (including destress, development, long hole stoping cycle) as measured by tonnes/employee and contractor |
Actual 289 tonnes mined per employee versus a target of 515 tonnes per employee. |
1 | ||||
| 10% | South Deep: Critical infrastructure projects completed and independently assured including capital development meters, main crusher, conveyors, fridge plants, roads underground and rail |
Against a target of all material critical infrastructure projects being substantially complete (85%) and with a variance against budget of no more than 10%, only New Mine Development performed above plan: 918m was achieved against 749m planned |
2 | ||||
| 10% | Deliver Damang: Project execution against KPIs and project detailed cost management and reporting |
This KPI is measured against the Damang reinvestment plan:
TRIFR: 0.49 |
4.5 | ||||
| 10% | Deliver Gruyere: Project execution against KPIs and project detailed cost management and reporting |
Project cost escalation up to A$621.4m versus original budget of A$532m. Changed Project Director and Project Controls Manager; new definitive estimate at a cost of A$621m approved by the Board in August 2018. Date change from 2 March 2019 to 25 June 2019 for substantial completion, which is when the plant looks set to be ready to commence production. Ramp-up approved at the August 2018 Board meeting |
2 | ||||
| 5% | Integrated and aligned human resources (HR) strategy across the employee value chain to ensure leadership lives the delivery and teamwork culture by year end. Roll out of culture change programme |
HR strategy completed with engagement from regions, Exco and the Board, and aligned with the Group strategy and the modernisation (I&T plan) Strategy, vision and links to performance rolled out across Group in March 2018 and tested in the climate survey: Strong results in Australia and Corporate; West Africa still to be started Exco 360-degree assessment rescoped to include a culture component. Draft competency model developed in line with industry benchmarks and Exco interviews. Additional engagements and input will continue in 2019 |
3 | ||||
| 5% | Australia Reserves and life of mine |
Achieved 127.6%, target was 100% replacement of depletion of reserves across all sites (excluding Gruyere) |
4 | ||||
| 5% | Increase life of mine in West Africa |
Against the target the following was achieved: Tarkwa: Target was to delineate initial inferred Resource of 400koz from targeted exploration on the lease or, alternatively, add 400koz to Reserves through the conversion of existing Resources through business improvement initiatives, or a combination of the above Against this, the inferred Resource at Tarkwa increased by 412koz year on year Overall Resources increased by 1.2Moz due to the change to contractor mining and pit wall steepening Tarkwa and Damang combined Resources increased from 14.8Moz in 2017 to 16.4Moz in 2018 Tarkwa and Damang combined Reserves reduced to 7.4Moz in 2018 from 7.6Moz in 2017 |
3 | ||||
| 5% | Enabling a mine of the future environment by investigating and commencing/installing IT/OT backbones to allow digital mining to occur across the group by end 2018 |
Against the target of creating connectivity and a technology backbone, the following was achieved: |
4 | ||||
| 5% | Progress the I&T strategy to have key proven technologies deployed with demonstrated success across the Group to enable a mine of the future, completed by end 2018 |
Against the target of progressing Horizon 1 of the I&T strategy, the following was achieved: |
3 | ||||
| Capital discipline (5%) |
5% | Capital allocation and ranking protocol: |
Against the target this was achieved: |
4 | |||
| Licence and reputation (5%) |
5% | Continued improvement of, and adherence to, a robust governance and compliance programme for the Gold Fields Group, to be reviewed against national and international best practice |
Governance programme was completed |
4 | |||
| Overall performance rating | 2.9 | ||||||
| PERFORMANCE RATING SCALE: | |||||
| 1 | / | Target not achieved (less than 60% of goals achieved) |
3.5 | / | Great performance (106% - 110% of goals achieved) |
| 2 | / | Underperformance (60% - 90% of goals achieved) |
4 | / | High performance (111% - 120% of goals achieved) |
| 2.4 | / | Development required (91% - 99% of goals achieved) |
4.5 | / | Top performance (121% -125% of goals achieved) |
| 3 | / | Good performance (100% - 105% of goals achieved) |
5 | / | Exceptional performance (126% or more of goals achieved) |
| CEO 2018 scorecard | |||||||
| Category | Weight | Objectives | Achievements | Rating | |||
| Safe operational delivery | 10% | Financial reporting |
Target was minimal unresolved late material issues and exceptions in KPMG audit report, with achievement being a clear audit report and adequate management of SEC issue |
4 | |||
| 10% | Manage South Deep inventory down |
Consumable inventory down by 19.3% against a target of 5% |
4 | ||||
| Capital discipline | 35% | Conclude new bond for the Group |
Against the target to issue a bond at a market-related spread with reference to our credit rating and sector, a favourable term loan extension was done on US$380m to mid-2020, after the bond was cancelled due to market conditions |
4 | |||
| Portfolio management | 25% | Active monitoring of business and re-engineering process |
Actual net operating costs in respective local currencies, adjusted for increases or decreases in production, generally on budget and as per individual region targets |
3.5 | |||
| Licence and reputation | 20% | Cyber security: Achieve readiness for the ISO 27001 Information Security Management System certification |
Certification readiness achieved for international mines/operations. Actual certification achieved for South Deep, corporate and regional offices |
4 | |||
| 100% | Overall performance rating | 3.9 | |||||
In line with the above and in accordance with the Remuneration Policy and the Group’s annual STI scheme policy, the RemCo awarded the CEO and CFO bonuses equal to 51.4% and 45% of their annual GRP, respectively. The following chart shows the historical performance outcomes for the CEO and CFO over a three-year period through the percentage of GRP paid as bonus.
| CEO and CFO three-year bonus as percentage of GRP | |
 |
The Group currently has the following LTI plans in place:
Performance share awards
Performance conditions
Absolute and relative total shareholder return (TSR)
This had a 66% weighting broken down as below and measured over the three-year measurement period.
Absolute TSR – 33% of the initial award value vested on the following:
| Target | TSR performance | TSR factor | |||
| Below target | 0% | n/a | |||
| Target | Average US$ cost of equity as measured over a three-year period and independently assessed | 100% | |||
| Stretch | Target +6% per annum | 200% | |||
| Above stretch | Capped at 200% | 200% |
Relative TSR – 33% of the initial award value vested on the following basis:
| Target | TSR performance | TSR factor | |||
| Below target | 0% | n/a | |||
| Target | Median of the peer group | 100% | |||
| Stretch | Upper quartile of the peer group | 200% | |||
| Above stretch | Capped at 200% | 200% |
Free cash flow margin (FCFM)
This had a 34% weighting and targeted an average FCFM of 15% with an average FCFM of 20% for stretch for the three-year measurement period, at a gold price of US$1,300/oz. The FCFM is expressed as a percentage and defined as revenue less: AIC, excluding share-based payments and LTIP charges (AIC, subject to any add-backs on exploration and projects), the realised portion of revenue hedges, taxation paid and LTIP payments divided by revenue. (Greenfields exploration, acquisitions, projects, dividends and debt service costs are excluded.)
The use of a constant gold price benchmark over the period allows us to measure those elements within our control only, since gold price is outside of this control.
FCFM – 34% of the initial award value vested on the following basis:
| Target | FCFM performance | FCFM factor | |||
| Threshold | Average FCFM over the performance period of 5% at a gold price of US$1,300/oz – margin adjusted relative to actual gold price for the performance period | 0% | |||
| Target | Average FCFM over the performance period of 15% at a gold price of US$1,300/oz – margin adjusted relative to actual gold price for the performance period | 100% | |||
| Stretch | Average FCFM over the performance period of 20% at a gold price of US$1,300/oz – margin adjusted relative to actual gold price for the performance period | 200% |
In terms of the provisions of the Share Plan, eligible employees were awarded performance shares on 1 March 2016 and 1 March 2017, which will vest on 1 March 2019 and 1 March 2020 respectively.
2016 performance share vesting
Performance period: 1 January 2016 to 31 December 2018 – performance period completed.
| Relative TSR – 33% | Absolute TSR – 33% | FCFM – 34% | |||
| Achieved | Vesting | Achieved | Vesting | Achieved | Vesting |
| 0% | 0% | 152.7% | 50.4% | 18.3% | 166% |
Overall achievement: 107%
The number of awards, the value on the award date, and the value at year end for this award of performance shares are tabulated below.
| Executive | Title | No. of shares awarded |
No. of shares vesting |
US$m value on award date |
US$m fair value at year end |
||||||
| NJ Holland | CEO | 272,735 | 291,826 | 1.3 | 0.96 | ||||||
| PA Schmidt | CFO | 171,619 | 183,632 | 0.82 | 0.6 | ||||||
| A Baku | EVP: West Africa | 165,123 | 176,682 | 0.79 | 0.58 | ||||||
| R Butcher | EVP: Technical | 23,964 | 25,641 | 0.11 | 0.08 | ||||||
| S Mathews | EVP: Australasia | 72,802 | 77,898 | 0.35 | 0.26 | ||||||
| TL Harmse | EVP: Group Head of Legal and Compliance | 88,048 | 94,211 | 0.42 | 0.31 | ||||||
| EVP: Strategy, Planning and Group | |||||||||||
| BJ Mattison | Development | 108,877 | 116,498 | 0.52 | 0.38 | ||||||
| NA Chohan | EVP: Sustainable Development | 66,035 | 70,657 | 0.31 | 0.23 | ||||||
| A Nagaser | EVP: Investor Relations and Group Affairs | 33,136 | 35,456 | 0.16 | 0.12 | ||||||
| 1,002,339 | 1,072,501 | 4.78 | 3.52 |
2017 performance share vesting
Performance period: 1 January 2017 to 31 December 2019
The number of awards, the value on the award date, and the estimated value at year end 2018 (for illustrative purposes) for the 2017 grant of performance shares are tabulated below:
| Executive | Title | Award | US$m value on award date |
Estimated US$m fair value a year end1 |
||||||
| NJ Holland | CEO | 370,042 | 1.16 | 1.46 | ||||||
| PA Schmidt | CFO | 178,808 | 0.56 | 0.71 | ||||||
| A Baku | EVP: West Africa | 156,967 | 0.49 | 0.62 | ||||||
| R Butcher | EVP: Technical | 98,389 | 0.31 | 0.39 | ||||||
| S Mathews | EVP: Australasia | 107,533 | 0.34 | 0.42 | ||||||
| L Rivera | EVP: Americas | 67,182 | 0.21 | 0.27 | ||||||
| TL Harmse | EVP: Group Head of Legal and Compliance | 95,126 | 0.3 | 0.38 | ||||||
| BJ Mattison | EVP: Strategy, Planning and Group Development | 116,641 | 0.36 | 0.46 | ||||||
| NA Chohan | EVP: Sustainable Development | 70,907 | 0.22 | 0.28 | ||||||
| A Nagaser | EVP: Investor Relations and Group Affairs | 48,673 | 0.15 | 0.19 | ||||||
| M Preece | EVP: South Africa | 53,462 | 0.17 | 0.21 | ||||||
| 1,363,730 | 4.27 | 5.39 |
| 1 | Assuming 100% vesting |
2018 performance share vesting
Performance period: 1 January 2018 to 31 December 2020
The number of awards, the value on the award date of 1 March 2018, and the estimated value at year end for the 2018 grant of performance shares are tabulated below.
| Executive | Title | Award | US$m value on award date1 |
Estimated US$m fair value at year end2 |
|||||
| NJ Holland | CEO | 380,207 | 1.33 | 1.5 | |||||
| PA Schmidt | CFO | 278,594 | 0.98 | 1.1 | |||||
| A Baku | EVP: West Africa | 305,617 | 1.07 | 1.21 | |||||
| R Butcher | EVP: Technical | 98,389 | 0.35 | 0.39 | |||||
| S Mathews | EVP: Australasia | 161,520 | 0.57 | 0.64 | |||||
| L Rivera | EVP: Americas | 196,218 | 0.69 | 0.78 | |||||
| TL Harmse | EVP: Group Head of Legal and Compliance | 150,434 | 0.53 | 0.59 | |||||
| BJ Mattison | EVP: Strategy, Planning and Group Development | 242,291 | 0.85 | 0.96 | |||||
| NA Chohan | EVP: Sustainable Development | 149,513 | 0.52 | 0.59 | |||||
| A Nagaser | EVP: Investor Relations and Group Affairs | 102,633 | 0.36 | 0.41 | |||||
| M Preece | EVP: South Africa | 75,153 | 0.26 | 0.3 | |||||
| R Bardien | EVP: People and Organisational Effectiveness | 81,760 | 0.29 | 0.32 | |||||
| 2,222,463 | 7.79 | 8.78 |
| 1 | Award based on ZAR-denominated value converted to US$ at average rate of exchange for 2018 period as described on Section 3:Implementation Report |
| 2 | Assumes 100% vesting |
A self-imposed special closed period for executives and selected employees was in place since the beginning of 2018 due to the specific work that was initiated around South Deep and consideration of alternative options to increase shareholder value for the Gold Fields Group. Due to this special closed period, the executives did not receive the 2018 awards during the year, and this was effected in early 2019 after the lifting of such special closed period. Notwithstanding this, the performance periods, dates of award and values above are all calculated as at the initial dates in regard to the original awards.
Cash-settled long-term incentive plan
The Group executives do not participate in the cash-settled LTI plan. The 2018 cash-settled LTI plan is a three-year performance plan intended to provide alignment between employee’s performance and Group strategy. Each performance cycle starts on 1 January of the first year and ends on 31 December of the third year. Participants include employees from level DL to EU and regional Exco members participate 70% in the cash plan and 30% in the Share Plan. The cash plan has approximately 550 participants.
Minimum shareholding requirement (MSR)
| Requirement (shares) |
Actual holdings (shares) |
MSR achievement % |
Initial holding period end date* |
|
| NJ Holland (CEO) | 733,703 | 916,090 | 125 | 31 December 2020 |
| PA Schmidt (CFO) | 191,575 | 204,248 | 107 | 17 May 2021 |
| NA Chohan (EVP: Sustainable Development) | 110,153 | 74,336 | 67 | 17 May 2022 |
| A Baku (EVP: West Africa) | 247,954 | 53,872 | 22 | 17 May 2022 |
| BJ Mattison (EVP: Strategy, Planning and Group Development)) | 136,343 | 71,838 | 53 | 17 May 2022 |
| TL Harmse (EVP: Group Head of Legal and Compliance) | 110,833 | 27,170 | 25 | 17 May 2022 |
| A Nagaser (EVP: Investor Relations and Group Affairs) | 75,614 | 11,168 | 15 | 17 May 2022 |
| M Preece (EVP: South Africa) | 166,107 | 54,167 | 33 | 14 May 2023 |
| L Rivera (EVP: Americas) | 159,187 | – | 0 | 31 October 2022 |
| S Mathews (EVP: Australasia) | 127,572 | – | 0 | 31 January 2023 |
| R Butcher (EVP: Technical) | 116,718 | – | 0 | 17 May 2022 |
| R Bardien (EVP: People and Organisational Effectiveness) | 95,235 | – | 0 | 31 January 2024 |
* |
During 2018, the Company entered into a self-imposed special closed period for executive management to, inter alia, trade in shares, which has slowed down the rate of achievement of the MSR policy targets for some individuals. Further, this closed period has resulted in an extension in the MSR holding target date by an equivalent period of one year. |
Executives may elect to defer certain cash or equity awards to increase their MSR holdings. Any contribution purchased using post-tax income is grossed-up for taxes at the top prevailing marginal rate of individual tax when determining the contribution.
Also refer to the share ownership table on Directors’ Report for full share ownership details. The number of shares subject to tax gross-up for the following executives are as follows:
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 included in this section. The table is 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:
These two factors were somewhat offset by the LTI values in 2018 being higher than those in 2017, due to the three-year performance period to end of 2018 yielding strong results on the absolute TSR and FCFM metrics. Further individual comments in regard to the Prescribed Officers are included as footnotes to the Remuneration table.
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; PD 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; PD 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 |
Unvested awards and cash-flow on settlement
| Executive | Opening number of awards on 1 January 2017 |
Granted/ enhanced vesting during 2017 |
Fair value at grant date |
Forfeited/ lapsed during 2017 |
Vested during 2017 |
Closing number of awards on 31 December 2017 |
Cash value on settlement during 2017 US$ |
| NJ Holland | |||||||
| 2011 SARS | 44,012 | – | – | 44,012 | – | – | – |
| 2014 Cash LTI plan | 1,300,000 | – | – | 799,500 | 500,500 | – | – |
| 2015 Cash LTI plan | 1,030,000 | – | – | – | – | 1,030,000 | – |
| 2016 Performance shares PS9 | 272,735 | – | – | – | – | 272,735 | – |
| 2017 Performance shares PS10 | – | 370,042 | 1,146,333 | – | – | 370,042 | – |
| 2017 MSR Matching Shares | – | 244,574 | 828,427 | – | – | 244,574 | – |
| 2018 Performance Shares PS11* | – | – | – | – | – | – | – |
| 2018 MSR Matching Shares* | – | – | – | – | – | – | – |
| Total | 1,974,760 | – | |||||
| PA Schmidt | |||||||
| 2011 SARS | 29,686 | – | – | 29,686 | – | – | – |
| 2014 Cash LTI plan | 630,000 | – | – | 387,450 | 242,550 | – | 242,550 |
| 2015 Cash LTI plan | 1,020,000 | – | – | – | – | 1,020,000 | – |
| 2016 Performance shares PS9 | 171,619 | – | – | – | – | 171,619 | – |
| 2017 Performance shares PS10 | – | 178,808 | 553,920 | – | – | 178,808 | – |
| 2017 MSR Matching Shares | – | 40,850 | 138,368 | – | – | 40,850 | – |
| 2018 Performance Shares PS11* | – | – | – | – | – | – | – |
| 2018 MSR Matching Shares* | – | – | – | – | – | – | – |
| Total | 692,288 | 242,550 | |||||
| L Rivera | |||||||
| 2017 Performance shares PS10 | – | 67,182 | 208,120 | – | – | 67,182 | – |
| 2018 Performance Shares PS11* | – | – | – | – | – | – | |
| Total | 208,120 | – | |||||
| A Baku | |||||||
| 2011 SARS | 8,069 | – | – | 8,069 | – | – | – |
| 2014 Cash LTI plan | 790,000 | – | – | 485,850 | 304,150 | – | 304,150 |
| 2015 Cash LTI plan | 1,030,000 | – | – | – | – | 1,030,000 | – |
| 2016 Performance shares PS9 | 165,123 | – | – | – | – | 165,123 | – |
| 2017 Performance shares PS10 | – | 156,967 | 486,260 | – | – | 156,967 | – |
| 2017 Restricted Shares PS10 – Damang | – | 133,311 | 412,977 | – | – | 133,311 | – |
| 2017 MSR Matching Shares | – | 13,468 | 45,619 | – | – | 13,468 | – |
| 2018 Performance Shares PS11* | – | – | – | – | – | – | – |
| 2018 MSR Matching Shares* | – | – | – | – | – | – | – |
| Total | 944,856 | 304,150 | |||||
| NA Chohan | |||||||
| 2011 SARS | 14,929 | – | – | 14,929 | – | – | – |
| 2014 Cash LTI plan | 230,000 | – | – | 141,450 | 88,550 | – | 88,550 |
| 2015 Cash LTI plan | 280,000 | – | – | – | – | 280,000 | – |
| 2016 Performance shares PS9 | 66,035 | – | – | – | – | 66,035 | – |
| 2017 Performance shares PS10 | – | 70,907 | 219,659 | – | – | 70,907 | – |
| 2017 MSR Matching Shares | – | 14,008 | 47,448 | – | – | 14,008 | – |
| 2018 Performance Shares PS11* | – | – | – | – | – | – | – |
| 2018 MSR Matching Shares* | – | – | – | – | – | – | – |
| Total | 267,107 | 88,550 | |||||
| A Nagaser | |||||||
| 2015 Cash LTI plan | 200,000 | – | – | – | – | 200,000 | – |
| 2016 Performance shares PS9 | 33,136 | – | – | – | – | 33,136 | – |
| 2017 Performance shares PS10 | – | 48,673 | 150,782 | – | – | 48,673 | – |
| 2018 Performance Shares PS11* | – | – | – | – | – | – | – |
| 2018 MSR Matching Shares* | – | – | – | – | – | – | – |
| Total | 150,782 | – |
| Executive | Closing estimated fair value at 31 December 2017 US$ |
Strike price |
Granted during 2018 |
Forfeited/ lapsed during 2018 |
Vested during 2018 |
Closing number on 31 December 2018 |
Cash value on settlement during 2018 US$ |
Closing estimated fair value at 31 December 2018 US$ |
Strike price US$ |
|
| NJ Holland | ||||||||||
| 2011 SARS | – | 8.23 | – | – | – | – | – | – | n/a | |
| 2014 Cash LTI plan | – | n/a | – | – | – | – | – | – | n/a | |
| 2015 Cash LTI plan | 463,500 | n/a | – | 566,500 | 463,500 | – | – | – | n/a | |
| 2016 Performance shares PS9 | 1,220,991 | n/a | – | – | – | 272,735 | – | 960,401 | n/a | |
| 2017 Performance shares PS10 | 2,411,913 | n/a | – | – | – | 370,042 | – | 1,266,521 | n/a | |
| 2017 MSR Matching Shares | 966,133 | n/a | – | – | – | 244,574 | – | 804,893 | n/a | |
| 2018 Performance Shares PS11* | – | – | – | – | – | – | – | – | n/a | |
| 2018 MSR Matching Shares* | – | – | – | – | – | – | – | – | n/a | |
| Total | 5,062,537 | – | 3,031,814 | |||||||
| PA Schmidt | ||||||||||
| 2011 SARS | – | 8.23 | – | – | – | – | – | – | n/a | |
| 2014 Cash LTI plan | – | n/a | – | – | – | – | – | – | n/a | |
| 2015 Cash LTI plan | 459,000 | n/a | – | 561,000 | 459,000 | – | 459,000 | – | n/a | |
| 2016 Performance shares PS9 | 768,311 | n/a | – | – | – | 171,619 | – | 604,334 | n/a | |
| 2017 Performance shares PS10 | 1,165,461 | n/a | – | – | – | 178,808 | – | 611,995 | n/a | |
| 2017 MSR Matching Shares | 161,369 | n/a | – | – | – | 40,850 | – | 134,437 | n/a | |
| 2018 Performance Shares PS11* | – | n/a | – | – | – | – | – | – | n/a | |
| 2018 MSR Matching Shares* | – | n/a | – | – | – | – | – | – | n/a | |
| Total | 2,554,140 | 459,000 | 1,350,767 | |||||||
| L Rivera | ||||||||||
| 2017 Performance shares PS10 | 437,889 | n/a | – | – | – | 67,182 | – | 229,940 | n/a | |
| 2018 Performance Shares PS11* | – | n/a | – | – | – | – | – | – | n/a | |
| Total | 437,889 | – | 229,940 | |||||||
| A Baku | ||||||||||
| 2011 SARS | – | 8.23 | – | – | – | – | – | – | n/a | |
| 2014 Cash LTI plan | – | n/a | – | – | – | – | – | – | n/a | |
| 2015 Cash LTI plan | 463,500 | n/a | – | 566,500 | 463,500 | – | 463,500 | – | n/a | |
| 2016 Performance shares PS9 | 739,229 | n/a | – | – | – | 165,123 | – | 581,459 | n/a | |
| 2017 Performance shares PS10 | 1,023,102 | n/a | – | – | – | 156,967 | – | 537,242 | n/a | |
| 2017 Restricted Shares PS10 – Damang | 526,614 | n/a | – | – | – | 133,311 | – | 438,727 | n/a | |
| 2017 MSR Matching Shares | 53,202 | n/a | – | – | – | 13,468 | – | 44,323 | n/a | |
| 2018 Performance Shares PS11* | – | n/a | – | – | – | – | – | – | n/a | |
| 2018 MSR Matching Shares* | – | n/a | – | – | – | – | – | – | n/a | |
| Total | 2,805,648 | 463,500 | 1,601,750 | |||||||
| NA Chohan | ||||||||||
| 2011 SARS | – | 8.23 | – | – | – | – | – | – | n/a | |
| 2014 Cash LTI plan | – | n/a | – | – | – | – | – | – | n/a | |
| 2015 Cash LTI plan | 126,000 | n/a | – | 154,000 | 126,000 | – | 126,000 | – | n/a | |
| 2016 Performance shares PS9 | 295,628 | n/a | – | – | – | 66,035 | – | 232,534 | n/a | |
| 2017 Performance shares PS10 | 462,168 | n/a | – | – | – | 70,907 | – | 242,689 | n/a | |
| 2017 MSR Matching Shares | 55,335 | n/a | – | – | – | 14,008 | – | 46,100 | n/a | |
| 2018 Performance Shares PS11* | – | n/a | – | – | – | – | – | – | n/a | |
| 2018 MSR Matching Shares* | – | n/a | – | – | – | – | – | – | n/a | |
| Total | 939,131 | 126,000 | 521,323 | |||||||
| A Nagaser | ||||||||||
| 2015 Cash LTI plan | 90,000 | n/a | – | 110,000 | 90,000 | – | 90,000 | – | n/a | |
| 2016 Performance shares PS9 | 148,345 | n/a | – | – | – | 33,136 | – | 116,684 | n/a | |
| 2017 Performance shares PS10 | 317,248 | n/a | – | – | – | 48,673 | – | 166,590 | n/a | |
| 2018 Performance Shares PS11* | – | n/a | – | – | – | – | – | – | n/a | |
| 2018 MSR Matching Shares* | – | n/a | – | – | – | – | – | – | n/a | |
| Total | 555,592 | 90,000 | 283,274 |
| Executive | Opening number of awards on 1 January 2017 |
Granted/ enhanced vesting during 2017 |
Fair value at grant date |
Forfeited/ lapsed during 2017 |
Vested during 2017 |
Closing number of awards on 31 December 2017 |
Cash value on settlement during 2017 US$ |
Closing estimated fair value at 31 December 2017 US$ |
| T Harmse | ||||||||
| 2011 SARS | 6,212 | – | – | 6,212 | – | – | – | – |
| 2011 (b) SARS | 3,077 | – | – | 3,077 | – | – | – | – |
| 2014Cash LTI plan | 360,000 | – | – | 221,400 | 138,600 | – | 138,600 | – |
| 2015 Cash LTI plan | 560,000 | – | – | – | – | 560,000 | – | 252,000 |
| 2016 Performance shares PS9 | 88,048 | – | – | – | – | 88,048 | – | 394,177 |
| 2017 Performance shares PS10 | – | 95,126 | 294,686 | – | – | 95,126 | – | 620,026 |
| 2017 MSR Matching Shares | – | 2,592 | 8,780 | – | – | 2,592 | – | 10,239 |
| 2018 Performance Shares PS11* | – | – | – | – | – | – | – | – |
| 2018 MSR Matching Shares* | – | – | – | – | – | – | – | – |
| Total | 303,465 | 138,600 | 1,276,442 | |||||
| B Mattison | ||||||||
| 2011 SARS | 11,736 | – | – | 11,736 | – | – | – | – |
| 2014 Cash LTI plan | 500,000 | – | – | 307,500 | 192,500 | – | 192,500 | – |
| 2015 Cash LTI plan | 660,000 | – | – | – | – | 660,000 | – | 297,000 |
| 2016 Performance shares PS9 | 108,877 | – | – | – | – | 108,877 | – | 487,425 |
| 2017 Performance shares PS10 | – | 116,641 | 361,336 | – | – | 116,641 | – | 760,260 |
| 2017 MSR Matching Shares | – | 14,368 | 48,668 | – | – | 14,368 | – | 56,757 |
| 2018 Performance Shares PS11* | – | – | – | – | – | – | – | – |
| 2018 MSR Matching Shares* | – | – | – | – | – | – | – | – |
| Total | 410,004 | 192,500 | 1,601,442 | |||||
| M Preece | ||||||||
| 2017 Performance shares PS10 | – | 53,462 | 165,617 | – | – | 53,462 | – | 348,462 |
| 2018 Performance Shares PS11* | – | – | – | – | – | – | – | – |
| 2018 MSR Matching Shares* | – | – | – | – | – | – | – | – |
| Total | 165,617 | – | 348,462 | |||||
| R Butcher | ||||||||
| 2016 Performance shares PS9 | 23,964 | – | – | – | – | 23,964 | – | 107,283 |
| 2017 Performance shares PS10 | – | 98,389 | 304,794 | – | – | 98,389 | – | 641,294 |
| 2018 Performance Shares PS11* | – | – | – | – | – | – | – | – |
| Total | 304,794 | – | 748,577 | |||||
| S Mathews | ||||||||
| 2014 Cash LTI plan | 200,000 | – | – | 123,000 | 77,000 | – | 77,000 | – |
| 2015 Cash LTI plan | 440,000 | – | – | – | – | 440,000 | – | 198,000 |
| 2016 Performance shares PS9 | 72,802 | – | – | – | – | 72,802 | – | 325,923 |
| 2017 Performance shares PS10 | – | 107,533 | 333,121 | – | – | 107,533 | – | 700,894 |
| 2018 Performance Shares PS11* | – | – | – | – | – | – | – | – |
| Total | 333,121 | 77,000 | 1,224,817 | |||||
| R Bardien1 | ||||||||
| 2018 Performance Shares PS11* | – | – | – | – | – | – | – | – |
| Total | – | – | – |
| Executive | Closing estimated fair value at 31 December 2017 US$ |
Strike price |
Granted during 2018 |
Forfeited/ lapsed during 2018 |
Vested during 2018 |
Closing number on 31 December 2018 |
Cash value on settlement during 2018 US$ |
Closing estimated fair value at 31 December 2018 US$ |
Strike price US$ |
|
| T Harmse | ||||||||||
| 2011 SARS | – | 8.23 | – | – | – | – | – | – | n/a | |
| 2011 (b) SARS | – | 7.92 | – | – | – | – | – | – | n/a | |
| 2014Cash LTI plan | – | n/a | – | – | – | – | – | – | n/a | |
| 2015 Cash LTI plan | 252,000 | n/a | – | 308,000 | 252,000 | – | 252,000 | – | n/a | |
| 2016 Performance shares PS9 | 394,177 | n/a | – | – | – | 88,048 | – | 310,050 | n/a | |
| 2017 Performance shares PS10 | 620,026 | n/a | – | – | – | 95,126 | – | 325,582 | n/a | |
| 2017 MSR Matching Shares | 10,239 | n/a | – | – | – | 2,592 | – | 8,530 | n/a | |
| 2018 Performance Shares PS11* | – | n/a | – | – | – | – | – | – | n/a | |
| 2018 MSR Matching Shares* | – | n/a | – | – | – | – | – | – | n/a | |
| Total | 1,276,442 | 252,000 | 644,162 | |||||||
| B Mattison | ||||||||||
| 2011 SARS | – | 8.23 | – | – | – | – | – | – | n/a | |
| 2014 Cash LTI plan | – | n/a | – | – | – | – | – | – | n/a | |
| 2015 Cash LTI plan | 297,000 | n/a | – | 363,000 | 297,000 | – | 297,000 | – | n/a | |
| 2016 Performance shares PS9 | 487,425 | n/a | – | – | – | 108,877 | – | 383,396 | n/a | |
| 2017 Performance shares PS10 | 760,260 | n/a | – | – | – | 116,641 | – | 399,220 | n/a | |
| 2017 MSR Matching Shares | 56,757 | n/a | – | – | – | 14,368 | – | 47,285 | n/a | |
| 2018 Performance Shares PS11* | – | n/a | – | – | – | – | – | – | n/a | |
| 2018 MSR Matching Shares* | – | n/a | – | – | – | – | – | – | n/a | |
| Total | 1,601,442 | 297,000 | 829,901 | |||||||
| M Preece | ||||||||||
| 2017 Performance shares PS10 | 348,462 | n/a | – | – | – | 53,462 | – | 188,259 | n/a | |
| 2018 Performance Shares PS11* | – | n/a | – | – | – | – | – | – | n/a | |
| 2018 MSR Matching Shares* | – | n/a | – | – | – | – | – | – | n/a | |
| Total | 348,462 | – | 188,259 | |||||||
| R Butcher | ||||||||||
| 2016 Performance shares PS9 | 107,283 | n/a | – | – | – | 23,964 | – | 84,386 | n/a | |
| 2017 Performance shares PS10 | 641,294 | n/a | – | – | – | 98,389 | – | 346,464 | n/a | |
| 2018 Performance Shares PS11* | – | n/a | – | – | – | – | – | – | n/a | |
| Total | 748,577 | – | 430,850 | |||||||
| S Mathews | ||||||||||
| 2014 Cash LTI plan | – | n/a | – | – | – | – | – | – | n/a | |
| 2015 Cash LTI plan | 198,000 | n/a | – | 242,000 | 198,000 | – | 198,000 | – | n/a | |
| 2016 Performance shares PS9 | 325,923 | n/a | – | – | – | 72,802 | – | 256,363 | n/a | |
| 2017 Performance shares PS10 | 700,894 | n/a | – | – | – | 107,533 | – | 378,663 | n/a | |
| 2018 Performance Shares PS11* | – | n/a | – | – | – | – | – | – | n/a | |
| Total | 1,224,817 | 198,000 | 635,026 | |||||||
| R Bardien1 | ||||||||||
| 2018 Performance Shares PS11* | – | n/a | – | – | – | – | – | – | n/a | |
| Total | – | – | – |
| Specific notes | |
| 1 | R Bardien appointed on 1 February 2018 |
| * | 2018 Performance and matching share awards were postponed due to a trade restricted period. The awards will be included in the 2019 period. Performance period remains 1 March 2018 to 31 December 2020 |
| General notes | |
| a. | The 2016 performance shares awarded on 1 March 2016, vesting on 1 March 2019, were valued at the share prices noted below with an estimated vesting in 2016 of 100%, 2017 of 113% and a final vesting in 2018 of 107% |
| b. | The 2017 performance shares awarded on 1 March 2017, vesting on 1 March 2020, were valued at the share price noted below with an estimated vesting in 2018 of 104% |
| c. | The 2017 Matching shares awarded on 23 May 2017 were valued at the share prices noted below with an estimated vesting of 100% |
| d. | The 20-day volume-weighted average price, for determining the value of the unvested awards as at 31 December 2016, is US$2.93 |
| e. | The 20-day volume-weighted average price, for determining the value of the unvested awards as at 31 December 2016, is US$3.95 |
| f. | The 20-day volume-weighted average price, for determining the value of the unvested awards as at 31 December 2018, is US$3.29 |
| g. | Share prices used are based on the ADR share price |
Non-binding advisory vote – Implementation Report
As set out in King IV, shareholders are required to cast a non-binding advisory vote on the Implementation Report at the Gold Fields AGM on 21 May 2019.
Should there be a 25% or higher vote against the adoption of the above, we will embark upon a process of shareholder engagement in order to understand the drivers of the dissenting votes, and to discuss potential remedial measures.
Non-Executive Director (NED) fees
NEDs were paid the following committee and Board fees as per the fees approved by shareholders on 24 May 2017 for the period 1 January 2018 to 31 May 2018; and on 22 May 2018 for the period 1 June 2018 to 31 December 2018.
| US$’000 | Board fees 2018 | Total received for the period ending 31 December 2017 |
|||||||
| Name | Director’s fees |
Committee fees |
Total | ||||||
| Cheryl Carolus | 231.3 | – | 231.3 | 216.0 | |||||
| Rick Menell | 150.5 | – | 150.5 | 140.5 | |||||
| Don Ncube1 | 30.7 | 21.3 | 51.9 | 120.0 | |||||
| Yunus Suleman | 75.9 | 72.4 | 148.4 | 124.2 | |||||
| Peter Bacchus | 80.6 | 61.1 | 137.0 | 129.6 | |||||
| Steven Reid | 80.6 | 55.4 | 136.0 | 130.6 | |||||
| Terence Goodlace | 75.9 | 38.4 | 114.3 | 111.5 | |||||
| Alhassan Andani | 80.6 | 40.2 | 120.8 | 129.8 | |||||
| Carmen Letton | 80.6 | 49.8 | 130.4 | 71.0 | |||||
| Phuti Mahanyele-Dabengwa2 | 25.9 | 2.7 | 28.6 | – | |||||
| 1 | D Ncube retired from the Board at end May 2018 |
| 2 | P Mahanyele-Dabengwa was appointed to the Board in September 2018 |
We intend to seek approval from shareholders at the AGM on 21 May 2019 for NED fees for the period 1 June 2019 to 31 December 2019 to be the same as the fees previously approved for the period 1 January 2019 to 31 May 2019.
