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Audit Committee

Audit Committee

The Audit Committee is chaired by Gayle Wilson. Other members include Rick Menell, Don Ncube and Rupert Pennant-Rea. The Committee is required to meet at least quarterly. Its duties comprise inter alia monitoring and reviewing:

  • The effectiveness of the internal audit function;
  • The appointment of the external auditors;
  • The reports of both the external and internal auditors;
  • The effectiveness of the company’s information systems and other internal controls;
  • The quarterly and annual financial and operational reports and the annual financial statements;
  • The annual report for form 20-F filed with the SEC;
  • The accounting policies of the Group and proposed revisions;
  • The external audit findings, reports and fees and their approval;
  • The compliance with applicable legislation, requirements of appropriate regulatory authorities and the company’s code of ethics;
  • The integrity of the integrated annual report by ensuring that the information provided in the report is reliable and recommending the report to the Board for approval;
  • The enterprise-wide risk management processes in the company; and
  • The risk management policies and risk strategies.

All members of the Audit Committee are independent non-executive directors.

The internal and external auditors have unrestricted access to the Audit Committee, the Audit Committee Chair and the Chair of the Board, ensuring that the auditors independence is not impaired. The internal and external auditors report at Audit Committee meetings after having separately briefed the Audit Committee beforehand.

The Group internal audit function is headed by the senior manager, internal audit. The Audit Committee has the authority to appoint and dismiss the senior manager, internal audit. The Audit Committee determines the purpose, authority and responsibility of the internal audit function in an Internal Audit Charter.

The Audit Committee approves all significant non-audit functions by the company’s independent auditor. For the period under review the Audit Committee approved the non-audit services for accounting advice and taxation. In consideration for rendering these services the company’s independent auditor was paid an amount of R1 million.

The Audit Committee has evaluated the independence of the independent auditors and is satisfied that they have maintained their independence during the year.

The Group has a robust “top-down” approach to risk management which begins at corporate level (holding company level) and is filtered down each operation/subsidiary in the Group. The Audit Committee is satisfied that the risk management process has been thorough and that all significant risks have been identified and measures to mitigate the identified risks have been put in place.

The Financial Director’s expertise was evaluated by the Audit Committee. The Committee is satisfied that the Chief Financial Officer has the appropriate expertise and experience to carry out his duties as the Financial Director of the company.

The Audit Committee is not aware of any actions against the company or its subsidiaries other than those disclosed in this report.

The Audit Committee has deemed the system of internal controls to be sufficient to reduce significant risks of financial misstatement to an acceptable level. The system is designed to manage the risks faced by the Group and is not a guarantee that the risks are eliminated.

The consolidated Gold Fields Limited financial statements for the year ended 30 June 2010, the management’s discussion and analysis and the sustainability report were considered by the Audit Committee and discussed with both management and the external auditors.

The Committee has:

  • Evaluated significant judgements and reporting decisions;
  • Evaluated the completeness of the financial and sustainability discussion and disclosures; and
  • Discussed the treatment of significant and unusual transactions with management and the external auditors.

The Audit Committee believes that they have complied in all material respect with the statutory requirements of the various regulations governing disclosure and reporting in the annual financial statements and has recommended to the Board that the annual financial statements be adopted and approved by the Board.

The Board believes that the members of the Audit Committee collectively possess the knowledge and experience to oversee and assess the performance of Gold Fields’ management and auditors, the quality of Gold Fields’ disclosure controls, the preparation and evaluation of Gold Fields’ financial statements and Gold Fields’ financial reporting. The Board also believes that the members of the Audit Committee collectively possess the understanding of Audit Committee functions necessary to execute their responsibilities expertly and diligently.

The Audit Committee has updated formal, written terms of reference to be approved by the Board and is satisfied that it has complied with these terms as well as its legal, regulatory and other responsibilities. The exception is a requirement to have at least one member who is an ”Audit Committee financial expert”, as defined by the SEC.

The Audit Committee met on seven occasions during the year under review. The record of attendance by members is contained in the table below.

   
2009
   
2010
 
 
Director
3/8   19/8   27/10   1/12     1/2   5/5   24/5  
  Hopwood, JG1             n/a   n/a  
  Menell, RP                
  Ncube, DMJ                
  Pennant-Rea, RL                
  Wilson, GM2                

√ Indicates attendance.
n/a Indicates not a member at the time.
1 Deceased 19 March 2010.
2 Appointed Chair of the Audit Committee on 25 March 2010.