Integrated Annual Review 2012 Annual Financial Report 2012 Mineral Resources and Mineral Reserves Regional overview  

4.1.4 Board of Directors

The Board is the highest governing authority of the Company. The Board of Directors’ Charter articulates the objectives and responsibilities of the Board (see below). Likewise, each of the Board subcommittees operates in accordance with written terms of reference, which are regularly reviewed by the Board. The Board takes ultimate responsibility for the Company’s adherence to sound corporate governance standards and sees to it that all business decisions and judgements are made with reasonable care, skill and diligence.

In terms of the Memorandum of Incorporation, the number of directors shall not be less than four and not more than 15. As at 26 March 2013 the Board comprised 12 directors, of whom only two are executive directors and 10 independent non-executive directors. Advised by the Nominating and Governance Committee, the Board ensures that the election of independent directors falls on reputable persons of well-known competence and experience, who are willing to devote a sufficient part of their time to the Company.

Open pit at Agnew, Australia
Open pit at Agnew, Australia

The role of non-executive directors, who are independent of management, is to protect shareholders’ interests, including those of minority shareholders. They are also intended to ensure that individual directors or groups of directors are subject to appropriate scrutiny in their decision‑making.

The Board is kept informed of all developments at the Company, primarily through the executive directors and the Company Secretary. The Board is also kept informed through a number of other mechanisms, including employee climate surveys, newsletters and internal staff communication, among others.

The roles of the Chair of the Board and the Chief Executive Officer (CEO) are kept separate. Non-executive director Dr Mamphela Ramphele was the Chair of the Board until 13 February 2013 when she was replaced by non-executive director Cheryl Carolus. Nick Holland was the CEO of Gold Fields for all of 2012.

In 2012, there was a single change to the composition of the Board – marked by the departure of Matthews Sello Moloko on 31 December 2012.

The Board is required to meet at least four times a year. During 2012, it convened six times.

Open pit at Agnew, Australia

Monitoring of performance

The Chair is appointed on an annual basis by the Board, with the assistance of the Nominating and Governance Committee after a rigorous review of the Chair’s performance and independence. In line with recommendations by King III, the Board carries out a rigorous evaluation of the independence of directors who have served on the Board for nine years or more. The Nominating and Governance Committee assesses the independence of non-executive directors annually.

In addition, a comprehensive annual work plan was developed to help ensure the Board discharged its duties in a structured manner. The work plans were approved by the Board committees in February 2013.

Figure 4.1: Summary attendance table of Board and Board Committee meetings

    Board   Special
  Audit   SHSD   Capital
  Remcom   Nominating
Number of meetings per year   4   2   7   5   4   4   4   5  
MA Ramphele   4   2     5     4   4   5  
K Ansah   4   2     5       4    
CA Carolus1   3   2     5          
R Dañino2   2   2     4       2   4  
AR Hill   4   2       4        
NJ Holland   4   2              
DL Lazaro   4   2       4        
RP Menell3   4   1   7   5   4        
MS Moloko3   4   1   7            
DN Murray   4   2     5   4       5  
DMJ Ncube3   4   1   7       4      
PL Pennant-Rea3   4   1   7       4   4   5  
PA Schmidt   4   2              
GM Wilson   4   2   7     4   4     5  

1 Apologies tendered for meeting of 16 May 2012 (was not able to attend the full meeting)
2 Apologies tendered for the Board meetings of 15 February 2012 and 22 August 2012, the SHSD Committee meeting of 20 August 2012, the Nominating and Governance Committee meetings of 14 May 2012 and 20 August 2012 and the Social and Ethics Committee meeting of 21 August 2012
3 Apologies tendered for special Board meeting of 12 December 2012

In 2012 a detailed assessment of the performance of the Board and its Committees was conducted by the Company Secretariat, in line with the latest recommendations by King III (released in the form of practice notes). The assessments found the structures and processes governing the Board and its committees were well established and functioning satisfactorily. It also found that the Board had fulfilled its role and responsibilities and had discharged its responsibility to the Company, shareholders and other stakeholders in an exemplary manner. The size of the Board and Board composition were identified as potential areas for improvement.

A new mechanism for conducting individual director assessments was also introduced, which is appropriate for the level of seniority of the members of the Board and is aligned with the King III requirements. This will be implemented during the course of 2013.

Tarkwa mine, Ghana
Tarkwa mine, Ghana

Rotation and retirement from the Board

In accordance with our Memorandum of Incorporation, one-third of the non-executive directors shall retire from office at each annual general meeting. 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 be immediately re-elected by the shareholders at the annual general meeting. The Board, assisted by the Nominating and Governance Committee, recommends the eligibility of retiring directors (subject to availability and their contribution to the business) for reappointment. A director who has served on the Board for more than three years since their last election or appointment is required under the Memorandum of Incorporation to retire at the next annual general meeting.

An amendment to the Memorandum of Incorporation will be proposed at the Company’s next annual general meeting to the effect that executive directors will also be required to retire by rotation.

Board of Directors’ Charter

The Board reviewed and approved the Board of Directors’ Charter to align it to the recommendation of King III. Our Board of Directors’ Charter compels directors to promote the Vision of the Company, while upholding sound principles of corporate governance. Directors’ responsibilities under the Charter include:

  • 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, skills development 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
  • 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 Committee as well as the Nomination and Governance Committee

Board statement

The Board considers that this Integrated Annual Report complies in all material respects with the relevant statutory requirements of the various regulations governing disclosure and reporting by Gold Fields and that the annual financial statements comply in all material respects with the Companies Act No 71 of 2008, as amended, as well as with IFRS. As such, the Board approves the content of the Integrated Annual Report 2012, including the annual financial statements.

Independent non-executive directors at 31 December 2012

Dr Mamphela Ramphele   1. Dr Mamphela Ramphele (65)

Departing Chair

MBCHB, University of Natal; PhD in Social Anthropology, University of Cape Town; BCom Admin, University of South Africa; Diploma in Tropical Health and Hygiene and a Diploma in Public Health, University of the Witwatersrand

Dr Ramphele was appointed non-executive director and Deputy Chair of the Board of Gold Fields on 1 July 2010 and Chair of the Board with effect from 2 November 2010. She is the founder of Letsema Circle, a Cape Town-based specialist transformation advisory company as well as the Subject2Citizen movement. She was previously a director of Remgro, Anglo American Plc and Medi-Clinic. Dr Ramphele was Vice-Chancellor of the University of Cape Town, a post she took up in 1996, having joined the university as a research fellow in 1986. She served as Managing Director of the World Bank from May 2000 to July 2004 with responsibility for human development activities and the World Bank Institute. She was Co-Chair of the Global Commission for International Migration (GCIM) between 2004 and 2005.

Dr Ramphele resigned from the Board with effect from 13 February 2013 to start Agang, a political platform. Cheryl Carolus was appointed as the Chair with effect from 14 February 2013.

Cheryl A Carolus   2. Cheryl A Carolus (54)

New Chair

BA Law; Bachelor of Education, University of the Western Cape

Ms Carolus was appointed a director of Gold Fields on 10 March 2009 and was appointed as the Chair with effect from 14 February 2013. She is Executive Chair of Peotona Group Holdings, an empowerment consortium, and also holds directorship with Investec and De Beers, amongst others. She is a director of a number of other public and private companies, including the World Wildlife Fund, and served as South Africa’s High Commissioner to the United Kingdom from 1998 to 2001. Ms Carolus was the CEO of South African Tourism from 2001 to 2004 and Chair of the South African National Parks board for six years.

Kofi Ansah   3. Kofi Ansah (68)

BSc (Mechanical Engineering), UST Ghana; MSc (Metallurgy), Georgia Institute of Technology

Mr Ansah was appointed a director of Gold Fields in April 2004. He is also a director of Ecobank Limited (Ghana).

Roberto Dañino   4. Roberto Dañino (62)

Master of Law, Harvard Law School; Bachelor of Law, Pontificia Universidad Catolica del Peru

Mr Dañino has been a director of Gold Fields since 10 March 2009. A former Prime Minister of Peru and his country’s ambassador to the United States, he serves on various corporate and non-profit boards in Peru, Canada, the United Kingdom and the United States, including Gold Fields La Cima and Hochschild Mining. He is the chair of Fosfatos del Pacifico S.A. Mr Dañino has practised for over 30 years as a partner of leading law firms in Lima and Washington DC, was Senior Vice-President and General Counsel of the World Bank as well as Secretary General of the International Centre for Settlement of Investment Disputes (ICSID).

Alan R Hill   5. Alan R Hill (70)

BSc (Hons); MPhil (Rock Mechanics), Leeds University

Mr Hill joined the Board on 21 August 2009. On 2 October 2010, he was appointed the CEO and Chair of Teranga Gold Corporation and was appointed Executive Chair in September 2012. After graduating, Mr Hill worked for a number of mining firms before joining Barrick Gold in 1984. He spent 19 years with Barrick from which he retired in 2003 as Executive Vice-President: Development.

Delfin Lapus Lazaro   6. Delfin Lapus Lazaro (62)

BS Metallurgical Engineering, University of Philippines; MBA, Harvard Business School

Mr Lazaro joined the Board on 1 June 2011. He also serves on the Board of Ayala Corporation, Insular Life Assurance Company Limited and Manila Water Company Inc., amongst other companies. He served as the President and CEO of Globe Telecom from 1996 to 1998. Prior to this, he was head of the Philippines Department of Energy and served as the chairman of various entities from 1992 to 1994. He started his working career at Benguet Corporation in 1975 as a treasurer and held various other positions in the organisation until he was appointed vice chairman. He served in this role from 1989 to 1992.

Richard P Menell   7. Richard P Menell (57)

BA (Hons), MA (Natural Sciences Geology), Cambridge; MSc (Mineral Exploration and Management), Stanford University, California

Mr Menell was appointed a director of Gold Fields on 8 October 2008. Mr Menell became a member of the Board of Sibanye Gold Limited with effect from 1 January 2013.

He has over 35 years’ experience in the mining industry, including service as President of the Chamber of Mines of South Africa, President and CEO of Teal Exploration & Mining as well as Executive Chair of Anglovaal Mining and Avgold. He is a director of Weir Group Plc. and Senior Adviser to Credit Suisse. He also serves as a director of a number of unlisted companies and non-profit organisations.

Matthews Sello Moloko   8. Matthews Sello Moloko (47)

BSc (Hons) and Postgraduate Certificate in Education, University of Leicester; Advanced Management Programme, Wharton

Mr Moloko was appointed a director of Gold Fields on 25 February 2011. Mr Moloko resigned from the Board with effect from 31 December 2012 in order to Chair the Board of Sibanye Gold Limited. He is the executive Chair, founder and shareholder of Thesele Group and non-executive Chair of Alexander Forbes Group. He has worked at a number of financial services companies, including Brait and Old Mutual, where he was CEO of Old Mutual Asset Managers until 2004. Other directorships include Acucap Limited and Sycom Property Fund and he chairs the Nelson Mandela Foundation Investment Committee.

David N Murray   9. David N Murray (68)

BA (Hons) Econ; MBA, University of Cape Town

Mr Murray was appointed a director of Gold Fields on 1 January 2008. He has more than 38 years’ experience in the mining industry and has been CEO of Rio Tinto Portugal, Rio Tinto Brazil, TVX Gold Inc, Avgold and Avmin. He is also a non-executive director of Ivernia Inc.

Donald MJ Ncube   10. Donald MJ Ncube (65)

BA (Economics) and Political Science, Fort Hare University; Postgraduate Diploma in Labour Relations, Strathclyde University, Scotland; Graduate MSc (Manpower Studies), University of Manchester; Diploma in Financial Management; Honorary Doctorate in Commerce, University of the Transkei

Mr Ncube was appointed a director of Gold Fields on 15 February 2006. Previously, he was an alternate director of Anglo American Industrial Corporation and Anglo American Corporation, a director of AngloGold Ashanti as well as non-executive Chair of South African Airways. He is currently Chair of Rare Holdings and Badimo Gas, and Managing Director of Vula Mining Supplies.

Rupert L Pennant-Rea   11. Rupert L Pennant-Rea (65)

BA, Trinity College, Dublin; MA, University of Manchester

Mr Pennant-Rea has been a director of Gold Fields since 1 July 2002. He is Chair of Henderson Group Plc and The Economist Newspaper Limited and a director of Hochschild Mining Plc, Go-Ahead Group, Times Newspaper Holdings and various other companies. Previously Mr Pennant-Rea was the editor of The Economist and Deputy Governor of the Bank of England.

Gayle M Wilson   12. Gayle M Wilson (68)

BCom; BCompt (Hons); CA(SA)

Mrs Wilson was appointed a director on 1 August 2008. She was previously an audit partner at Ernst & Young for 16 years, where her main focus was on listed gold and platinum mining clients.

Executive directors at 31 December 2012

Nicholas J Holland   13. Nicholas J Holland (54)

Chief Executive Officer (CEO)

BCom, BAcc, University of the Witwatersrand; CA(SA)

Mr Holland was appointed an executive director of Gold Fields in 1997 and became CEO on 1 May 2008. Prior to that he was the Company’s CFO. Mr Holland has more than 31 years’ experience in financial management, of which 23 years were in the mining industry. Prior to joining Gold Fields, he was Financial Director and Senior Manager of Corporate Finance at Gencor.

Paul A Schmidt   14. Paul A Schmidt (45)

Chief Financial Officer (CFO)

BCom, University of the Witwatersrand; BCompt (Hons), Unisa; CA(SA)

Mr Schmidt was appointed CFO on 1 January 2009 and joined the Board on 6 November 2009. Prior to this, he held the positions of acting CFO from 1 May 2008 and Financial Controller from 1 April 2003. He has more than 17 years’ experience in the mining industry.