2024
Gold Fields Limited
Integrated Annual Report
Our governance structure
Board overview
The Gold Fields Board, as the Group's highest governing authority, holds ultimate responsibility for ensuring adherence to sound corporate governance standards. It oversees business decisions and judgements, ensuring they are made with integrity, care, skill and diligence.
The Board's objectives and responsibilities are outlined in its Charter. Each Board committee operates in accordance with its terms of reference.
Composition of the Board
Yunus Suleman
Chairperson
Yunus Suleman provides overall leadership to the Board, ensuring collective responsibility for decisions while recognising the individual duties of Board members. He guides the Board's focus on strategic matters, oversees the Groups business, and upholds high governance standards. Additionally, he plays a key role in enhancing the effectiveness of the Board and its directors. The roles of Chairperson and CEO are distinct and remain separate.
Steven Reid
Lead Independent Director
Steven Reid provides leadership and counsel to the Board, supporting but not undermining the authority of the Chairperson.
In the Chairperson's absence, inability to perform duties, or when their independence is in question, the Lead Independent Director steps in to fulfil the Chairperson's responsibilities as needed.
11 independent non-executive directors
Gold Fields has 11 independent NEDs who operate independently of management. Their role is to monitor and provide independent oversight, ensuring effective governance and safeguard the interests of the Company and its stakeholders – with a particular focus on shareholders, including minority shareholders.
Executive directors
Mike Fraser
Chief Executive Officer
Mike Fraser leads all aspects of the Group's operations by executing the strategy, focusing on long-term goals, growth, profitability and maximising return on investment.
Alex Dall
Chief Financial Officer
Following Paul Schmidt's retirement on 30 April 2024, Alex Dall served as Interim CFO and was appointed permanent CFO effective 1 March 2025. Alex oversees all finance activities at Gold Fields, including planning, implementation, budgeting, forecasting, business planning and negotiations.
The Board assessed its 2024 performance and effectiveness through an internal assessment, which concluded that it was fully functional and satisfactorily discharging its duties as set out in the Board Charter.
Board committees
Nominating and Governance Committee
Yunus Suleman
Chairperson
The Committee oversees the Group's corporate governance framework, Board composition, appointments and succession planning.
Safety, Health and Sustainable Development Committee
Terence Goodlace
Chairperson
The Committee oversees the effectiveness of the Company's safety, occupational health and sustainable development programmes. It keeps the Board informed on objectives, compliance and standards. The Committee monitors SHSD performance across the Group, approves related policies and standards and ensures operations align with national and international regulations and best practices.
Risk Committee
Peter Bacchus
Chairperson
The Committee ensures effective risk management policies and that strategies are in place to ensure management identifies, manages and mitigates risks with Board-approved risk parameters.
Audit Committee
Philisiwe Sibiya
Chairperson
The Committee holds decision-making authority over its statutory duties and is accountable to the Board and shareholders. It oversees the Group's financial affairs and reporting, monitors the suitability and independence of external auditors and ensures the effectiveness of combined assurance and Group Internal Audit.
Technical Committee*
Alhassan Andani
Chairperson
The Committee monitors, reviews and evaluates matters relevant to operational performance and projects.
| * | Previously the Capital Projects, Control and Review Committee |
Strategy and Investment Committee
Peter Bacchus
Chairperson
The Committee considers and recommends strategic, organisational and structuring options for the Group to the Board, including investment and divestment opportunities.
Remuneration Committee
Steven Reid
Chairperson
The Committee assists the Board in fulfilling its responsibilities regarding the Company;s remuneration practices and annual reporting, in line with applicable rules and regulations. It ensures the Group's remuneration practices are fair, responsible and equitable, with executive remuneration directly linked to Group performance.
Social, Ethics and Transformation Committee
Jacqueline McGill
Chairperson
The Committee holds decision-making authority over its statutory obligations and is accountable to the Board and shareholders. It assists the Board in overseeing social, ethics, security, labour, transformation, community, anti-corruption, land (in a social context), human rights and stakeholder relationships.
Executive Committee
Mike Fraser
Chairperson
The Executive Committee develops strategies and policy proposals for Board consideration, reviews Gold Fields; performance against strategic objectives and supports the Board in fulfilling the Group;s disclosure obligations.
The Executive Committee is not a Board committee.
Refer to our Governance and Remuneration Report for detailed CVs of our Board of Directors.
