Integrated
Annual Report
2018
2018
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Chairperson:
Cheryl Carolus
As the highest governing authority of the Group, the Board offers guidance and oversight that allows the Company to achieve its strategic objectives and deliver maximum value for stakeholders. It comprises a diverse group of competent and appropriately skilled and experienced individuals who seek to govern with integrity, responsibility, accountability, fairness and transparency. This informs the manner in which it leads to set the ethical tone of the Company. It delegates to management the responsibility of the implementation of and adherence to the Gold Fields Code of Conduct and the Company's values, and monitors how a culture of ethics is being managed.
Chairperson:
Yunus Suleman
Members: Rick Menell, Alhassan Andani, Peter Bacchus
The Audit Committee oversees the integrity and transparency of Gold Fields’ corporate reporting, and considers risks that may affect the integrity of external reports.
Chairperson:
Steven Reid
Members: Cheryl Carolus, Alhassan Andani, Rick Menell, Peter Bacchus
The Remuneration Committee assists the Board in confirming that remuneration throughout the Group is fair and equitable and that the remuneration of executive management, in particular, is directly linked to Gold Fields’ performance against strategic objectives. This protects the interests of stakeholders by incentivising management to deliver value.
Chairperson:
Carmen Letton
Members: Cheryl Carolus, Rick Menell,Alhassan Andani, Nick Holland, Phuti Mahanyele-Dabengwa
This committee guides corporate behaviour and holds the Company accountable for conducting business ethically in line with the principles of good corporate citizenship. With a central focus on how the busineinteracts with communities and employees, it helps the business to retain its social licence to operate–a critical component of long-term sustainability.
Chairperson:
Rick Menell
Members: Peter Bacchus, Terence Goodlace,Yunus Suleman, Steven Reid, Cheryl Carolus,Phuti Mahanyele-Dabengwa, Carmen Letton
This committee considers new capital projects and satisfies the Board that the Group has used correct, efficient methodologies in evaluating and implementing such projects.
Chairperson:
Terence
Goodlace
Members: Cheryl Carolus, Rick Menell, Steven Reid, Carmen Letton, Phuti Mahanyele Dabengwa
The SHSD Committee seeks to ensure that Gold Fields complies with relevant laws, regulations and external standards to ensure optimal safety, health and environmental practices, contributing to the Group’s reputation as a responsible corporate citizen.
Chairperson:
Peter Bacchus
Members: Terence Goodlace, Carmen Letton,Yunus Suleman
The Risk Committee assists the Board in developing improved risk management approaches, ensuring consistent value creation for our stakeholders in an ever-changing risk environment.
Chairperson:
Cheryl Carolus
Members: Steven Reid, Rick Menell,Yunus Suleman
This committee plays a leadership role in the structure and operation of Gold Fields’ Board, and guides the Company’s corporate governance – ensuring an ethical and value-driven culture.
Chairperson:
Peter Bacchus
Members: Alhassan Andani, Yunus Suleman,Steven Reid, Cheryl Carolus, Rick Menell
This committee makes recommendations to the Board on strategic restructuring options for the Group, as and when required.
The Group Exco is primarily responsible for the implementation of Gold Fields’ strategy, as well as carrying out the Board’s mandate and directives. Exco meets on a regular basis to review Company performance against set objectives and develops strategy and policy proposals for consideration by the Board. It also assists the Board in the execution of the Company’s disclosure obligations. Exco consists of the principal officers and executive directors of Gold Fields – 12 members in total. The Exco members are profiled at www.goldfields.com/our-leadership.php.
Building an ethical culture As the highest governing authority of the Group, the Board is responsible for upholding an ethos of good governance and sustainability. It sets the tone for a culture of ethics that permeates throughout the Company. This underpins Gold Fields’ commitment to going beyond compliance requirements, and voluntarily embracing best practice standards and principles. The Board also seeks to ensure that business decisions are made with reasonable care, skill and diligence. This protects and enhances the Company’s reputation and helps to maintain its licence to operate – a fundamental foundation of sustainability. |
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Setting fair remuneration In determining remuneration principles, the Board is guided by the principles of King IV. The remuneration policy (outlined on Summarised Remuneration Report) includes detailed and specific disclosures on implementation. Gold Fields provides stakeholders with transparent reporting of the remuneration of the CEO and CFO. The Board seeks to ensure that remuneration of executives is fair, equitable and responsible, and informed by the value added by the Exco through the achievement of strategic objectives. Through the Remuneration Committee, the Board ensures that remuneration practices align with shareholder interests and support the achievement of a sustainable business by:
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Creating a safe working environment Our Board’s commitment to safety and health as our key priority reflects the imperative of minimising any potential negative impact on our employees and contractors, maintaining operational continuity and protecting our reputation. The Board, together with management, drives a stringent safety culture. In upholding our primary value, ”If we cannot mine safely, we will not mine”, the Board also backs management in stopping mining in areas or situations that are deemed unsafe. In discharging its oversight responsibilities with regard to safety, the Board is assisted by the SHSD Committee, which receives detailed quarterly reporting on all safety issues and incidents. The Board also oversees Gold Fields’ adherence to safety, health and environmental standards and compliance requirements, and has approved the Company’s adoption of various voluntary best practice safety principles. |
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Stakeholder relationships and engagement Gold Fields understands that stakeholders are an integral part of our business, representing a wide range of interests that both influence and are impacted by our operations. The Board, through the adoption of the Stakeholder Relationship and Engagement Policy, seeks to ensure that the Company follows a stakeholder engagement approach that allows for participative and informed decision making. By overseeing transparent reporting, it allows stakeholder groups to make an informed assessment of Gold Fields’ ability to deliver sustainable value. As stakeholder concerns have become increasingly important to Gold Fields’ sustainability, the Board has driven an evolution from simple stakeholder management to inclusive stakeholder engagement and relationship building. This approach balances the interests, needs and expectations of our stakeholder with the best interests of Gold Fields. |
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Environmental stewardship and impact on communities The Board seeks to ensure that Gold Fields conducts business in a way that aligns with good corporate citizenship, and that we continually assess and respond to any negative impacts our operations may have on communities and the environment. The importance of these issues informed the Board’s establishment of a dedicated SET Committee in 2015. The committee focuses on, among others, our impact on communities, while the SHSD Committee deals with, inter alia, issues of environmental stewardship. For more information on our environmental stewardship and how we interact with communities, refer to Environmental stewardship |
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Strategy to deliver long-term value and sustainability The Board is independent and delegates responsibility for the development and implementation of the strategy to the Group Exco. However, the Board nevertheless has a deep understanding of and approves the strategic goals and direction of the Company. When reviewing the strategy, it considers the business’ risks and opportunities and how these might impact the achievement of objectives. In so doing it aims to ensure that the strategy drives a sustainable business agenda and considers the interests of stakeholders. Exco presents the Company strategy, business plans and risk register to the Board on an annual basis for input and approval. The Board also agrees performance targets with management. The CEO provides the Board with monthly reports on, among others, performance against strategic and operational targets. This input allows the Board to effectively monitor the implementation of strategy. Board members perform onsite visits to our operations and projects, and on occasion interact with individual executives on strategic and operational performance. |
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Regulatory environment We seek to comply with all relevant laws and regulations, as well as the highest levels of corporate governance, and often our governance practices exceed the legal minimum. As such, corporate governance systems and frameworks at Gold Fields are reviewed constantly to align with the ever-changing and increasingly stringent standards that are being rolled out by regulators. |
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Innovation and Technology (I&T) Gold Fields recognises the importance of implementing I&T to secure the |
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THE STRUCTURES AND MECHANISMS USED TO DRIVE ETHICAL BUSINESS PRACTICE
Our business is built on the foundation of ethics, which informs a culture of integrity and transparent reporting to our stakeholders. This foundation assists us in ensuring that we build trust, strengthen our reputation and create value for all our stakeholders. The Board and its committees set the ethical tone for the business. We use various mechanisms to confirm ethical behaviour, compliance and good governance in the business:
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Assesses the legal risks facing the Company and mitigates these by enacting effective policies, procedures and controls. During 2018, we:
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The Risk Committee reports our key business risks to the Board on a biannual basis. The Board aims for effective controls and corrective measures are in place to manage and mitigate these risks. Furthermore, the Audit Committee seeks to ensure the integrity, accuracy, and adequacy of accounting records. Internal Audit assesses that the internal controls in place are working to mitigate potential risks. This takes place in all regions on a quarterly basis and operations are given an audit ranking. Corrective measures are put in place where necessary. External Audit provides the integrity, accuracy and adequacy of accounting records and corporate reporting. During 2018 we contracted PricewaterhouseCoopers as our new auditors from 2019 onwards, following our standard tender process. KPMG had been our auditors since 2010. For more information on our Risk and Audit committees, refer to the full Governance Report in the Annual Financial Report. |
We support the development of an ethical and impactful industry, one that goes beyond a compliance-based approach. Gold Fields is aligned to both international and local best practices, which underpin our commitment to responsible corporate citizenship. We are committed to and guided by:
During 2018, we also committed to the Task Force on Climate-related Financial Disclosures (TCFD). |
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| Key principles of our Code of Conduct:
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