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

4.1.2 External standards and principles

Gold Fields adheres to a number of external standards and principles. These include:

Voluntary standards:

  • Our Sustainable Development Framework is guided by the International Council on Mining and Metals’ (ICMM) 10 Principles on sustainable development and the supporting position statements
  • We support the principles and processes of the Extractive Industry Transparency Initiative (EITI) through our membership of the ICMM
  • We support the principles advocated by the World Gold Council of which we are a member
  • We are guided by the principles advocated by the United Nations Global Compact (UNGC), in which we are a participant. This includes implementation of the Ten Principles in our business activities and our annual submission of a Communication on Progress
  • Our reporting is guided by the internationally recognised Global Reporting Initiative’s (GRI) G3.1 Sustainability Reporting Guidelines, including the Mining and Metals Sector Supplement and Reporting Guidance on HIV/AIDS
  • The Gold Fields Code of Ethics meets relevant requirements from a number of external standards including South Africa’s King III Report on Corporate Governance. The code is also aligned with relevant US legislation (including the Sarbanes-Oxley Act (2002), Dodd-Frank Act (2010) and Foreign Corrupt Practices Act (1977)), the UK Bribery Act (2010), the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (1997), the UN Convention against Corruption (2003) and South Africa’s Prevention and Combating of Corrupt Activities Act (2004)

Internationally recognised management system standards:

  • All of our operations – as well as our exploration division – are certified to the ISO 14001 environmental management system standard
  • All of our mines are certified to the OHSAS 18001 safety management system standard
  • All of our mines identify, prioritise and engage relevant stakeholder groups in accordance with the AA 1000 stakeholder engagement principles
  • All of our eligible operations are fully compliant with the requirements of the International Cyanide Management Code1

Listings requirements:

  • Our primary listing on the JSE2 Limited (JSE) means we are subject to the JSE Listings Requirements, including certain aspects of South Africa’s King III Code of Corporate Governance (King III – see below)
  • The trading of our shares on the New York Stock Exchange (NYSE) means we are subject to relevant NYSE disclosure and corporate governance requirements, as well as the terms of the Sarbanes-Oxley Act 2002
  • Our secondary listings on NASDAQ Dubai Limited, Euronext in Brussels and the SWX Swiss Exchange means we are subject to each exchange’s disclosure requirements

Application of King III within Gold Fields

The JSE has included certain aspects of South Africa’s King III Report on Corporate Governance (King III) in its Listings Requirements. The Board has adopted the recommendations on good corporate governance contained in the King III Report, as well as the King Code of Governance Principles for South Africa.

We have implemented the King III principles and recommendations across Gold Fields. A full report of our compliance with each of the King III principles is available on the Gold Fields website.

Sustainability Services found that Gold Fields had a 94.9% compliance score to King III.

1 i.e. excluding Cerro Corona, which produces a copper concentrate
2 Johannesburg Stock Exchange

New Memorandum of Incorporation

On 1 May 2011, South Africa’s Companies Act No 71 of 2008 (as amended) came into force – replacing the Companies Act No 61 of 1973. Although already compliant with most of the terms of the Act prior to it coming into force, during 2012 we took additional actions to ensure full conformance with the Companies Act and the amended JSE Listings Requirements, including implementation of our new Memorandum of Incorporation (which replaces our previous Articles of Association). These were approved at our annual general meeting (AGM) in May 2012.

Gold Fields intends to propose some amendments to the new Memorandum of Incorporation at the annual general meeting scheduled for 9 May 2013, which amendments will inter alia relate to:

  • The ability of the Board to create and issue debt instruments (in the form of bonds, notes, commercial paper, debentures or other similar securities that are, or are capable of being, listed or ordinarily dealt with on an exchange) without reference to shareholders, on such terms and conditions as the Board may from time to time determine, provided that no special privileges may be granted to secured and unsecured debt instruments as contemplated in the JSE Listings Requirements. Such ability shall in all circumstances be subject to and be in accordance with the JSE Listings Requirements and the Companies Act
  • The retirement of directors by rotation, which amendment will, in line with international best practice, provide that all directors, and not only non-executive directors, are subject to retirement by rotation
  • Recent changes to the JSE Listings Requirements

We are in the process of ensuring all the Memorandum of Incorporation of our subsidiary companies are similarly aligned. This process will be completed by the deadline of 1 May 2013.