Summarised corporate governance
Key deliberations and decisions taken by the Board in 2019
STRATEGIC GOALS SUPPORTED
- Meet guidance by following mine plans which align with strategic plans
- Safely deliver strategic projects
- Improve the quality of our portfolio
- Improve efficiencies and security of energy and water
- Improve people capacity to deliver operation performance and Group strategy
- Strengthen the Group’s robust and transparent governance and compliance programme
BOARD DELIBERATIONS
- Reviewed Gold Fields’ operational plans and strategies
- Deliberated on South Deep’s restructuring
- Approved Salares Norte’s feasibility study (FS) and subsequent construction approval (February 2020)
- Oversaw Gruyere’s transitioning from project to production roll-out
- Approved the Group Water Position Statement and water strategy roll-out
- Approved Group diversity policy
STRATEGIC GOALS SUPPORTED
- Manage balance sheet and maximise returns
- Continue to reduce the Group’s net debt
- Improve the return on invested capital
BOARD DELIBERATIONS
- Approved additional oil price and gold production hedges
- Approved debt refinancing and extension of debt maturity
- Approved sale of non-strategic shareholdings
BOARD DELIBERATIONS
- Deliberated on increases in host community employment and procurement targets
- Focused on social and economic
developments in our host communities
- Benchmarked Gold Fields’ environmental, social and
governance (ESG) reporting and performance
- Approved following policy statements: Environmental,
Occupational Health and Safety, Talent Management,
Sexual Harassment and Social Media
- Oversight over strategies on Indigenous People in
Australia, Resettlement in Ghana and Resource
Nationalism in Ghana
STRATEGIC GOALS SUPPORTED
- Increase the quality and quantity of engagement
with key stakeholders
- Drive Shared Value creation with impacted communities
- Improve the Group’s reputation with key stakeholders
BOARD DELIBERATIONS
- Oversaw the roll-out of the
courageous safety leadership
programme
- Approved the Group safety strategy
- Approved new Materials and Supply
Chain Stewardship and Water
Stewardship Policy Statements
STRATEGIC GOALS SUPPORTED
- Eliminate all fatalities and serious injuries
- Reduce Group life-of-mine costs and increase reserve life
per region
- Deliver life extension, cost reduction, revenue
enhancement and improved health and safety through
innovation and technology and business improvement
initiatives
- Instituted quarterly tailings and geotechnical updates
- Reviewed the causes of major internal and external safety
and environmental incidents
How Board governance adds value
SETTING FAIR REMUNERATION
- Determines remuneration principles in line with King IV
- Ensures executive remuneration is fair, equitable and responsible, and informed by Exco’s achievement of Gold Fields’ strategic objectives
- Ensures remuneration practices align with shareholder interests and support the achievement of a sustainable business by:
- Helping to attract, motivate, retain and reward employees
- Driving achievement of strategic objectives through incentives and rewards
- Approves a remuneration policy that includes disclosures on implementation to ensure transparent reporting of CEO and CFO remuneration
SUPPORTING STRATEGY THAT DELIVERS VALUE AND SUSTAINABILITY
- Approves strategic goals and direction following Exco’s presentation of strategy, business plans and risk register for input
- Ensures strategy drives a sustainable business agenda and considers the interests of stakeholders by balancing how risks and opportunities might impact the achievement of objectives
- Agrees upon performance targets
- Monitors implementation of strategy through quarterly Board meetings
- Quarterly CEO reports on performance against operational targets
- Performs on-site visits to operations and projects and, on occasion, interacting with individual executives on strategic and operational performance
DRIVING INCLUSIVE STAKEHOLDER ENGAGEMENT
- Approves stakeholder relationship and engagement policy to ensure that stakeholder engagement allows for collaborative and informed decision making
- Oversees transparent reporting so stakeholder groups can make informed assessments of Gold Fields’ ability to deliver sustainable value
- Drives ongoing evolution of inclusive stakeholder engagement and relationship building to balance the interests, needs and expectations of stakeholders with the best interests of the Company
BUILDING AN ETHICAL CULTURE
- Upholds an ethos of good governance and sustainability
- Sets the tone for a culture of ethics that underpins commitment to compliance, and voluntarily embrace leading practice standards and principles, where practical
- Ensures business decisions are made with reasonable care, skill and diligence to protect reputation and maintain licence to operate
- Promotes a culture of ethics and responsible corporate citizenship
CREATING A SAFE AND HEALTHY WORKING ENVIRONMENT
- Upholds the primary value of “If we cannot mine safely, we will not mine”, thereby supporting the practice of stopping mining in areas or situations that are deemed unsafe
- Supports minimising potential negative impacts on employees and contractors, maintaining operational continuity and protecting reputation
- Together with management, drives a stringent safety and health culture
- Oversees adherence to safety, health and environmental legislations, standards and compliance requirements, and approves adoption of various voluntary leading safety principles
ENSURING REGULATORY COMPLIANCE AND SOUND GOVERNANCE
- Ensures compliance with all relevant laws and regulations, and the highest levels of corporate governance
- Supports Exco decisions to drive governance in line with leading practices
- Reviews corporate governance systems and frameworks to align these with increasingly stringent regulatory standards
ENVIRONMENTAL STEWARDSHIP AND IMPACT ON COMMUNITIES
- Ensures alignment with good corporate citizenship, assessment and speedy response to any negative impacts operations may have on communities and the environment
- Through the SET Committee, focuses on, among others, impact on communities, while the SHSD Committee deals with, inter alia, issues of environmental stewardship
Ensuring we do business ethically
THE STRUCTURES AND MECHANISMS USED TO DRIVE ETHICAL BUSINESS PRACTICE
The foundation of our business is based on strong ethics. Our Board, along with its committees, is responsible for setting the
ethical tone which, in turn, cultivates a culture of integrity and transparent reporting to our stakeholders. From this foundation, we
build trust with our stakeholders, allowing us to strengthen our reputation and create sustainable value. We have numerous
mechanisms in place to help to ensure we conduct our business ethically, adhere to compliance requirements and entrench good
governance within the business.
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We assess any legal, non-compliance and reputational
risks facing the Company and mitigate these by
enacting an effective governance and compliance
framework, which encompasses mitigating controls.
During 2019, we:
- Enhanced the annual profiling exercise relating to applicable laws and regulations, as well as non-binding rules, codes and standards Gold Fields adheres to
- Enhanced the Group Governance and Compliance portal to include data privacy rules
- Risk-screened 100% of all new and existing suppliers and contractors for a range of pre-defined risk categories
- Analysed engagements with and commitments made to external stakeholders, as well as declarations filed in terms of the Group’s Code of Conduct
- Extended operational audits by our Internal Audit function to include compliance-specific controls
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The Risk Committee examines the key risks and
opportunities facing the business and reports these to
the Board twice a year. The Board aims for effective
controls and corrective measures to manage and
mitigate these risks. Furthermore, the Audit Committee
seeks to ensure the integrity, accuracy, and adequacy
of Gold Fields’ accounting records.
Internal Audit ensures that the necessary internal controls
are in place to mitigate any potential risks in all regions.
Our operations receive an audit ranking and, where
necessary, corrective measures are put in place.
The External Audit function assures the integrity, accuracy
and adequacy of accounting records and corporate
reporting. PricewaterhouseCoopers Inc. was appointed as
our auditors from 2019.
For more information on our Risk and Audit Committees,
refer to Corporate governance report of the AFR.
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Commitment to leading practice |
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We support the development of an ethical and
responsible gold mining industry. Gold Fields is
aligned to leading practices, which underpin our
commitment to responsible corporate citizenship.
We are committed to and guided by:
- The legislation and regulations of the countries in which we operate
- The requirements of the JSE and NYSE
- The United Nations (UN) Guiding Principles on Business and Human Rights
- The ICMM 10 Principles on Sustainable Development and eight position papers
- The 10 Principles of the UN Global Compact
- King IV
- The Organisation for Economic Co-operation and Development (OECD) Convention on Combating Bribery
- Extractive Industry Transparency Initiative
- World Gold Council – Conflict Free Gold Standard
- Voluntary Principles on Security and Human Rights
- Task Force on Climate-related Financial Disclosures
(TCFD)
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Our Code of Conduct takes into account Gold Fields’
values, and informs the way we conduct ourselves –
from our operations to our Board. It also extends to our
supply chain business partners. Updated in 2017, our
Code of Conduct was distributed to all existing
employees, while new employees receive it during their
onboarding processes. As at end-2019, 85% of our
people had undergone training on the Code of Conduct.
We also have an anonymous tip-offs hotline in operation
at all time and in all regions, and the Company takes a
zero tolerance approach to intimidation and victimisation
of those who report incidents.
Key principles of our Code of Conduct:
- Ethical leadership within the organisation, along with ethical management
- Protection of employees and third-party whistleblowers, promoting an environment for reporting of transgressions
- Safeguarding the business against potential reputational harm and litigation
- Transparent and ethical dealings with government and suppliers
- Protection of Company information
- Accurate and transparent reporting
- Safeguarding against insider trading
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