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Board of Directors

Board of Directors

Board composition

The company has a unitary Board, which is the highest governing authority of the company. As such its role is crucial in ensuring that management serves the long-term interests of shareowners and other stakeholders. Within this context the Board seeks to create sustainable stakeholder value in a responsible and ethical manner, guided by sound principles of corporate citizenship.

The Gold Fields Board comprises 14 directors, two of whom are executive and 12 non-executive directors. The role of non-executive directors, who are by definition independent of management, is to protect shareholders’ interests, including those of minority shareholders. Furthermore their role is to ensure a balance of power on the Board so that no individual director or group of directors has unfettered decision-making powers.

The Board is kept informed of all developments at the company, first and foremost, via the executive directors and the company secretary. But a number of other communication mechanisms are also available through which stakeholders can provide recommendation or direction to the Board. These include employee climate surveys, employee roadshows, company newsletters, the corporate intranet and email communication, amongst many other.

The role of the Chair of the Board and the Chief Executive Officer (CEO) are separated and are currently filled by independent non-executive director Alan Wright and executive director Nick Holland respectively. The Board, in its entirety, will in future review the performance and independence of the Chair on an annual basis based on recommendations by the Nominating and Governance Committee. The Chair will be appointed annually based on the outcome of a yearly assessment by the Board, with the assistance of the Nominating and Governance Committee.

The composition of Gold Fields’ Board changed during the year under review. John Hopwood sadly passed away on 19 March 2010. His position as Chair of the Audit Committee has been taken over by Gayle Wilson. Paul Schmidt joined the board on 6 November 2009 as executive Financial Director. The Board also announced the appointment of Dr Mamphela Ramphele as Deputy Chair of the Board with effect from 1 July 2010. She has also been nominated to take over the role of Chair from Alan Wright after the annual general meeting (AGM) on 2 November 2010 when Mr Wright retires.

Details of the directors and their status as executive, non-executive or independent non-executive directors are given on pages 30 and 31 of this annual report.

Remuneration

Non-executive directors receive remuneration that is due to members of the Board as well as restricted share allocations with a three-year vesting period, as detailed in the directors’ report on pages 165 to 177. Directors appointed to serve as members on Board subcommittees receive additional remuneration. The remuneration of directors is recommended by the Board after receiving outside advice, and approved by the shareholders of the company at a general meeting.

The Board has recommended to shareholders that the Gold Fields Limited 2005 Non-executive Share Plan Scheme, which governed the award of restricted shares to non-executive directors, be discontinued immediately. This is to achieve full compliance with the rules of the JSE Listings Requirements, which state that from 1 April 2010, any director who participates in a share incentive/option scheme will not be regarded as independent. The JSE has ruled that section 3.84(f)(iii) of the Listings Requirements, as amended, will not be applied retrospectively. Effectively, the restricted shares awarded to the non-executive directors before the amended JSE Listings Requirement became effective 1 April 2010 will remain valid and the non-executive directors are considered independent until the restricted shares already awarded vest.

Board and directors’ evaluation

In line with recommendations by King III, the Board asked the Institute of Directors to conduct the annual evaluation of the Board, the independence of non-executive directors and the performance of the Board subcommittees. The Institute is in the process of finalising its report and the findings will be discussed at the November 2010 Board meeting.

Rotation of directors

In accordance with the company’s articles of association, onethird of the directors shall retire from office at each AGM; the first to retire are those directors appointed as additional members of the Board during the year, followed by the longest serving members. Retiring directors can make themselves available for re-election and can be immediately re-elected by the shareholders at the AGM. The Board, through the Nominating and Governance Committee, recommends the eligibility of retiring directors, subject to availability and considering the contribution they can make to the business, for reappointment. A director who served on the Board for more than three years since his/her last election or appointment needs to retire at the next AGM in terms of the articles of association of the company.

In future, the Board will rigorously evaluate a director’s independence in judgement and character after serving on the Board for nine years or more.

Board of Directors’ Charter

In accordance with the Board of Directors’ Charter, the directors seek to promote the vision of the company, while upholding sound principles of corporate governance. The charter, which is available on the Gold Fields website (www.goldfields.co.za), articulates the objectives and responsibilities of the Board.

The Board discharges its responsibilities by:

  • Determining the company’s code of ethics and conducting its affairs in a professional manner, upholding the core values of integrity, transparency and enterprise;
  • Evaluating, determining and ensuring the implementation of corporate strategy and policy;
  • Determining compensation, development, education and other relevant policies for employees;
  • Developing and setting best-practice disclosure and reporting practices that meet the needs of all stakeholders;
  • Authorising and controlling capital expenditure and reviewing investment capital and funding proposals;
  • Constantly updating the risk management systems; including setting management expenditure authorisation levels and exposure limit guidelines; and
  • Reviewing executive succession planning and endorsing senior executive appointments, organisational changes and general remuneration policies. In this the Board will be guided by the Remuneration as well as the Nomination and Governance Committees.

Board meetings and attendance

The Board is required to meet at least four times a year, but met on ten occasions – in person or telephonically – during the year under review. The record of attendance by members of the Board is contained in the table opposite.

   
2009
   
2010
 
 
Director
5/8   21/8   6/11   17/11   8/12     3/2   25/3   19/4   6/5   24/6  
  Wright, AJ                      
  Holland, NJ                      
  Schmidt, PA1 n/a   n/a   n/a                  
  Ansah, K #                      
  Carolus, CA             #          
  Dañino, R                      
  Hill, AR n/a   n/a                    
  Hopwood, JG3               n/a   n/a   n/a   n/a  
  Menell, RP         #              
  Murray, DN                      
  Ncube, DMJ                      
  Pennant-Rea, RL       #   #              
  Ramphele, MA2 n/a   n/a   n/a   n/a   n/a    
n/a
 
n/a
 
n/a
 
n/a
 
n/a
 
  von Christierson, CI       #                
  Wilson, GM                      

√ Indicates attendance.
# Indicates absence with apology.
n/a Indicates not a director at the time or not required to attend.
1 Appointed 6 November 2009.
2 Appointed 1 July 2010.
3 Deceased 19 March 2010.