Gold Fields

2.3 Corporate governance

Overview

Our vision of global leadership in sustainable gold mining, and our ability to fulfil our stakeholder promises requires the highest levels of corporate governance. This means an approach to governance that supports the proactive and effective management of those strategic dynamics that will ultimately determine our long-term sustainability, whether operational, economic, social, environmental or otherwise.

This approach is essential given the long-term, capital-intensive nature of our mining projects, as well as the, at times, challenging social and political contexts in which we operate. It requires us not only to ensure our business remains profitable but also to deliver clear economic, social and environmental benefits to our stakeholders.

Our management approach is underpinned by our commitment to sound and robust corporate governance standards, which are essential to our ultimate operational and strategic success. A key element of the approach is to ensure that the Company complies with all laws and regulations as well as the highest levels of corporate governance.

Board of Directors

Board overview

The Board of Directors is the highest governing authority of the Group and the Board's Charter articulates its objectives and responsibilities. Likewise, each of the Board subcommittees operates in accordance with its written terms of reference, which are reviewed on an annual basis by the various Board committees. During 2015, the Board approved the establishment of a separate Risk Committee (p34).

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 (MOI), the number of directors shall not be less than four and not more than fifteen. The Board currently comprises 10 directors, two of whom are executive directors and eight are 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. Each Board member offers a range of relevant knowledge, expertise and technical experience and business acumen, which enables them to exercise independent judgement in Board deliberations and decision-making. Furthermore, the Nominating and Governance Committee also ensures that the Board has adequate diversity in respect of race, gender, business, geographic and academic backgrounds.

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

The roles of the Chair of the Board and the CEO are kept separate. Non-executive director Cheryl Carolus was the Chair of the Board and Nick Holland the CEO of Gold Fields for the entire period under review.

The Board is kept informed of all developments relating to the Group, primarily through the executive directors, executive management and the Company Secretary. Furthermore, the Board stays up-to-date through a number of other mechanisms, including employee climate surveys, newsletters and internal staff communication, among others.

Directors are required to declare personal interests on an annual basis and conflict of interest declarations are done quarterly and at Board meetings. Should a conflict of interest arise its is dealt with in terms of the Companies Act by the Board.

The non-executive directors are entitled to seek independent professional advice, at the Group’s expense, on any matters pertaining to Gold Fields. They also have unrestricted access to the Group’s management and access to the external auditors, when necessary. A brief curriculum vita for each Board member is set out on pages 36 – 37 of this report.

Chief Financial Officer

Paul Schmidt was appointed Chief Financial Officer (CFO) from 1 January 2009. In accordance with the JSE Limited Listings Requirements, the Audit Committee considered and agreed unanimously that the level of expertise and experience of Paul Schmidt was satisfactory during 2015.

The Audit Committee was of the opinion that Mr Schmidt, together with other members of his financial management team, had managed the Group’s financial affairs effectively during the 2015 financial year.

Board appointments and rotation

Directors are appointed through a formal process, and the Nomination and Governance Committee assists in identifying suitable candidates and evaluating candidates from time to time. The Chair is appointed on an annual basis by the Board after a review of the Chair’s performance and independence. In line with recommendations by the King III Code, the Board carries out a thorough evaluation of the independence of directors annually and specifically where Board members have served on the Board for nine years or more.

The Nominating and Governance Committee also develops and facilitates an induction programme with management for new members of the Board to ensure their understanding of Gold Fields and the business environment in which it operates.

In accordance with Gold Fields’ MOI, one-third of all directors (including 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 re-elected immediately 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 re-appointment. The MOI can be found on the Gold Fields website at https://www.goldfields.co.za/au_standards.php.

The Board appointed Rick Menell as Deputy Chair, effective 19 August 2015. After year-end Steven Reid joined the Board as an independent non-executive director.

Directors’ dealings in shares of Gold Fields

Gold Fields Board members and employees are informed of closed and prohibited periods for share dealings by the Company Secretary. Closed and prohibited periods remain in force until final annual and now bi-annual results are published. This was done on a quarterly basis during 2015. Similar closed periods will be in place should the Company trade under a cautionary announcement. Any directors’ dealings (including executive directors) require the pre-approval of the Chairperson and the Company Secretary keeps a register of such dealings.

Board remuneration

Non-executive Board members are remunerated for their services as non-executive Board members, the separate Committees’ they sit on annually, and where applicable, travel expenses to attend Board meetings. Shareholders approve these fees on an annual basis at the Company’s Annual General Meeting.

Further details on non-executive directors and executive directors’ remuneration can be found on page 135.

Board of Directors’ Charter

During the year, the Board reviewed the Board of Directors’ Charter to align it to the recommendations of the King III Code of Corporate Governance (King III). The application of the King III principles at Gold Fields can be found on our website at https://www.goldfields.co.za/au_standards.php.

The Charter compels directors to promote the Vision of the Company while upholding sound principles of corporate governance. Other 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, 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 is guided by the Remuneration Committee as well as the Nominating and Governance Committe

Company Secretary

The Company Secretary provides company secretarial services, oversees Board governance processes in relation to the Board (in accordance with JSE Listings Requirements) and attends all Board and Board Committee meetings, other than the Remuneration Committee. The Board has access to the Company Secretary, who guides the directors on their duties and responsibilities. During the year under review, the Company Secretary oversaw ongoing training of the directors and assisted the Board and its committees, with annual plans, agendas, minutes and terms of reference.

The Company Secretary for the year under review was Lucy Mokoka, and the Board is satisfied that Ms Mokoka is competent, qualified and has the necessary expertise and experience to fulfil the role. The Company Secretary is not a director of the Group and has an arm’s-length relationship with the Board.

Board attendance

The Board is required to meet at least four times a year. It convened six times during 2015 as two special Board meetings were held to deliberate on urgent substantive matters. A meeting of the Board may be conducted by electronic communication in terms of the Board Charter.

All directors are provided with the necessary information through comprehensive Board packs prepared by management in advance of each Board or committee meeting to enable them to discharge their responsibilities effectively.

Number of Board meetings, Board Committees meetings and directors’ attendance during the year

Directors	Board Meetings		Special Board Meetings		Audit Committee		Safety, Health and Sustainability Committee		Capital Projects Committee		Remuneration Committee		Social and Ethics Committee		Nominating and Governance Committee
No. of meetings per year	4		2		71		4		4		4		4		4
CA Carolus2	4		2		–		4		2		4		4		4
K Ansah2	4		2		–		4		–		–		2		4
AR Hill	4		2		–		4		4		4		4		–
NJ Holland	4		2		7		4		4		4		4		4
RP Menell	4		2		7		4		4		–		4		–
DN Murray	4		2		–		4		4		–		4		–
DMJ Ncube2	4		2		7		1		–		4		4		4
PA Schmidt	4		2		7		–		–		–		–		–
GM Wilson	4		2		7		–		4		4		4		–

‘–’ denotes that the Board member is not a member of the Committee

1	This included a second, unscheduled, review meeting of the Integrated Annual Report
2	During the latter part of 2015, it was agreed that certain Board Members attend the following Committees as invitees going forward. CA Carolus – Capital Projects Committee, K Ansah – Social and Ethics Committee and DMJ Ncube – Safety, Health and Sustainability Committee

The Board agenda and meeting structure focuses on strategy, sustainable development, finance, performance monitoring, governance and other related matters. During the period under review, the Board meetings and some committee meetings were preceded by closed session meetings of non-executive directors. The Board members also attended a multi-day strategy session on the Company.

Application of King III within Gold Fields

The Board’s Charter is aligned to the King III corporate governance report and is reviewed annually. King III is endorsed by the JSE Limited and certain aspects of King III are included in the JSE Listing Requirements. The Board supports the recommendations on good governance contained in King III.

	Board and Board Committees		Board Role and responsibilities			Members/ Invitees			Attendance Board meetings, including special
	Gold Fields Board		The Board is responsible for ensuring that: There is effective leadership based on ethical foundation across the Group The Group’s ethics are managed effectively The Group develops and implements strategies aimed at achieving its sustainability			Cheryl Carolus(Chairperson) Rick Menell(Deputy Chairperson) Kofi Ansah Alan Hill David Murray Don Ncube Gayle Wilson Nicholas Holland(CEO) Paul Schmidt(CFO) Steven Reid (joined 1 February 2016)			6/6 6/6 6/6 6/6 6/6 6/6 6/6 6/6 6/6
			The Board is also responsible for: Governance of the Gold Fields Group on behalf of its shareholders Its own governance Strategy, as well as strategic risk tolerance Acting in the best interest of the Company Assessment of performance Engaging with stakeholders Gold Fields’ approach to its social responsibility, safety, health, the environment, ethics and risk Information technology governance
	Audit Committee		All members of the Committee are independent non-executive directors (as required by the Companies Act) and are suitably skilled and experienced. The Committee is responsible for assisting the Board and the boards of all subsidiary companies of GFI in their oversight of: The integrity of the financial statements The qualifications, independence and performance of the independent auditors of GFI Compliance with legal and regulatory requirements Compliance with GFI’s Code of Ethics The performance of GFI’s Internal Audit Department			Gayle Wilson(Chairperson) Rick Menell Don Ncube			7/7 7/7 7/7
	Remuneration Committee		The Committee is responsible for: Assisting the Board in discharging its responsibilities relating to the remuneration of Gold Fields’ executive directors and the Group Executive Committee Reporting annually in Gold Fields’ annual report in accordance with applicable rules and regulations			Alan Hill(Chairperson) Cheryl Carolus Don Ncube Gayle Wilson			4/4 4/4 4/4 4/4
	Nominating and Governance Committee		The Committee is responsible for: Identifying individuals qualified to become Board members Recommending to the Board a selection of director nominees to be proposed for election by Gold Fields’ shareholders at annual general meetings Developing and recommending to the Board a set of corporate principles applicable to Gold Fields			Cheryl Carolus(Chairperson) Kofi Ansah Don Ncube Rick Menell (by invitation)			4/4 4/4 4/4
	Social and Ethics Committee		The Committee is responsible for: Acting in terms of delegated authority in respect of all other duties assigned to it by the Board Assisting the Board in ensuring that Gold Fields complies with the relevant statutory requirements of the Companies Act, as well as best practice recommendation of Gold Fields, as well as any other applicable law or regulatory provision			Don Ncube(Chairperson) Cheryl Carolus Alan Hill Rick Menell David Murray Gayle Wilson Kofi Ansah (by invitation)			4/4 4/4 4/4 4/4 4/4 4/4 2/4
	Risk Committee		In February 2016, the Board reviewed the membership and structure of the Risk Committee, which historically was the sole responsibility of the Audit Committee. Given the increased significance of risk management it was decided to move it under a standalone subcommittee, comprising four independent non-executive directors. This Committee assists the Board in: Ensuring that management identifies and implements appropriate risk management controls Oversight of the integrity and effectiveness of the Gold Fields’ risk management processes			Steven Reid (Chairperson) David Murray Alan Hill Gayle Wilson

The Group’s reporting in terms of Section 3.84 of the JSE Listings Requirements on Board Governance processes follows below .

	Requirement		Principle			The Gold Fields approach and compliance
	3.84(a)		There must be a policy detailing appointment to the Board of Directors. The appointment must be formal and transparent and a matter for the Board as a whole, assisted where appropriate by a Nominating and Governance Committee. The Nominating and Governance Committee must constitute only non-executive directors of whom the majority must be independent.			Gold Fields’ directors are appointed using a transparent and formal procedure, governed by the mandate and terms of reference of the Nominating and Governance Committee. Members of the Nominating and Governance Committee are independent non-executive directors. The Chair of the Committee is an independent non-executive director.
	3.84(b)		There must be a policy evidencing a clear balance of power and authority at Board of Directors’ level, to ensure that no one director has unfettered powers of decision-making			The Board Charter shows that there is clear balance of power and authority at Board level and that no one director has unfettered powers.
	3.84(c)		Issuers must have an appointed CEO and a Chairperson, and the same person must not hold these positions. The Chairperson must either be an independent director, or the issuer must appoint a lead director in accordance with King Code.			Gold Fields’ CEO and Chairperson positions are held by different people and the Chairperson is an independent non-executive director. Refer to page 31 of the Integrated Annual Report.
	3.84(d)		All issuers must, in compliance with the KingCode, appoint an Audit Committee. Issuers must appoint a Remuneration Committee in compliance with King Code. Where necessary, depending on the nature of the business, the issuer must appoint a Risk and Nomination committee. The composition of such committees, a brief description of their mandate, the number of meetings held and any other relevant information must be disclosed in the annual report.			The Board appointed an Audit Committee that is chaired by an independent non-executive director. The members of the Audit Committee are all independent non-executive directors. Gold Fields Remuneration Committee comprises of independent non-executive directors and is chaired by an independent Chairperson. The Risk Committee is mandated with overseeing that the Group’s risk management policies, practices, systems and resources are in place and are functioning effectively. The Risk Committee is chaired by an independent nonexecutive directors and the members are all independent non-executive directors. Gold Fields has a Nominating and Governance Committee, chaired by an independent nonexecutive director and the members are all independent non-executive directors. (See IAR, page 34).
	3.84(e)		Brief curricula vitae of each director standing for election or re-election must accompany the relevant notice of the meeting.			Brief curricula vitae of our directors are listed on pages 36 and 37 of the Integrated Annual Report.
	3.84(f)		The capacity of each director must be categorised as executive, non-executive or independent.			The curricula vitae mentioned above (3.84(e)) contain information on whether a director is an independent non-executive director or an executive director. The composition of committees is in accordance with the requirements of the Companies Act and King III.
	3. 84(g)		Issuers must have a full-time executive financial director.			Gold Fields has a full-time financial executive financial director.
	3.84(h)		The Audit Committee must consider on an annual basis, and satisfy itself of the appropriateness of the expertise and experience of the financial director and report same in the annual report.			The Audit Committee considers and satisfies itself of the appropriateness of the expertise and experience of the Financial Director on an annual basis and reports the findings to the Board.
	3.84(i)		The Board of Directors must consider and satisfy itself, on an annual basis, on the competence, qualifications and experience of the Company Secretary.			The Board considered the Company Secretary’s competence, qualifications and experience at the meeting held on 17 November 2015 and is satisfied that she is competent and has appropriate qualifications and experience to serve as the Company Secretary.
	3.84(j)		The provision deals with the arm’s length relationship between the Board of Directors and the Company Secretary and the Board of Directors’ responsibility in relation thereto.			The Company Secretary has the appropriate skills and qualifications and is not a director. Accordingly, the Board is satisfied that the Company Secretary maintains an arm’s-length relationship with the executive team, the Board and the individual directors.

Board committees

The Board has established a number of standing committees in compliance with the South African Companies Act with delegated authority from the Board. The committee members are all independent non-executive directors, and the CEO and various members of management are permanent invitees to the committee meetings. Each Board committee is chaired by an independent non-executive director.

In February 2016, the Board reviewed the membership and structure of the Risk Committee, which historically was the sole responsibility of the Audit Committee. This Committee will continue to assist the Board in its oversight of the integrity and effectiveness of the Gold Fields' risk management processes. Given the increased significance of risk management it was decided to move it under a standalone subcommittee.

Committees operate in accordance with written terms of reference and have a set list of responsibilities. These are outlined at https://www.goldfields.co.za/au_standards.php. The charters of the Board and the committees can be found at https://www.goldfields.co.za/au_standards.php.

In addition, the committees are required to evaluate their effectiveness and performance on an annual basis and to report the respective findings to the Board for consideration. In line with the King III recommendations, the Board annually reviews the terms of reference for all committees, and, if necessary, adopts changes which are approved by the Board.

A more detailed summary of the main responsibilities of the various committees as provided below

Board committees – Overview

The Board has established a number of standing committees with delegated authority from the Board. The committee members are all independent non-executive directors and the CEO is a permanent invitee to each committee meeting. Each Board committee is chaired by an independent non-executive director.

Committees operate in accordance with written terms of reference. In addition, the committees are required to evaluate their effectiveness and performance on an annual basis and to report the respective findings to the Board for consideration.

Nominating and governance committee

During 2015, the Nominating and Governance Committee reaffirmed its terms of reference. It is the responsibility of this Committee, which has four independent directors (one of the four independent director attends by invitation), among other things, to:

• Develop the Company’s approach towards corporate governance, including recommendations to the Board
• Identify successors to the posts of Chair and CEO, and make appropriate recommendations to the Board
• Consider the mandates of the Board committees, the selection and rotation of committee members and chairs, and the performance of each committee on an ongoing basis
• Evaluate the effectiveness of the Board, its committees and management, and report the findings of this evaluation to the Board itself

The Committee assessed its performance and effectiveness during the period under review and was found to be functioning satisfactorily and discharging its duties.

Audit committee

The Audit Committee has formal terms of reference which are reviewed annually and set out in its Board-approved Charter. The Board is satisfied that the Committee has complied with these terms and with its legal and regulatory responsibilities as set out in the Companies Act No 71 of 2008, as amended, the King Report on Governance Principles for South Africa 2009 (King III) and the JSE Listings Requirements.

The full duties and responsibilities of the Audit Committee and the Audit Committee statement appear on pages 2 to 5 in the Annual Financial Report. The Committee assessed its performance and effectiveness during the period under review and was found to be functioning satisfactorily and discharging its duties.

Remuneration committee

It is the responsibility of this committee, which consists of four independent directors, among other things, to:

• Establish the Company’s remuneration philosophy
• Establish the terms and conditions of employment for executive directors and other senior executives (which currently includes a short-term performance-linked bonus scheme and a long-term share incentive scheme)
• Review remuneration policies on a regular basis

The Company’s remuneration policies, as well as details of directors’ fees and equity-settled instruments, are contained in the Remuneration Report on pages 32 to 45 of the Annual Financial Report 2014.

Safety, health and sustainable development committee

It is the responsibility of this committee, among other things, to assist the Board in its oversight of the Company’s environmental, health and safety programmes, as well as its socio-economic performance. In particular, this includes the monitoring of the Company’s efforts to minimise health, safety and environment-related incidents and accidents, and to ensure its compliance with relevant regulations around health, safety and the environment. All members of the committee have been selected on the basis of their considerable experience in the field of sustainable development.

The committee assessed its performance and effectiveness during the period under review and was found to be functioning satisfactorily and discharging its duties. The committee consists of six independent directors (one of the six independent director attends by invitation) and continues to monitor performance by management in relation to the Group’s policies and guidelines, as well as the implementation of any recommendations made by the committee.

Capital projects control and review committee

It is the responsibility of this committee, which consists of five independent directors (one of the five independent director attends by invitation), among other things, to:

• Satisfy the Board that the Company has used correct, efficient methodologies in evaluating and implementing capital projects in excess of R1.5 billion or US$200 million
• Ensure that adequate controls are in place to review such projects from inception to completion, and make appropriate recommendations to management and the Board.

The committee assessed its performance and effectiveness during the period under review and was found to be functioning satisfactorily and discharging its duties. The committee continues to review the results attained on completion of each project against the authorised work undertaken.

Social and ethics committee

It is the responsibility of this committee to ensure, among other things, that:

• Gold Fields discharges its statutory duties in respect of section 72 of the Companies Act No 71 of 2008, as amended, dealing with the structure and composition of Board subcommittees
• Gold Fields adequately embeds the 10 Principles on Sustainable Development of the International Council on Mining and Metals (ICMM) and the 10 Principles of the United Nations Global Compact
• Gold Fields upholds the goals of the Organisation of Economic Co-operation and Development (OECD) recommendations regarding corruption
• Gold Fields complies with the Employment Equity Act, as amended, the Broad-Based Black Economic Empowerment Act, as amended, and the provisions of the 2014 Mining Charter
• Gold Fields directors and staff comply with the Company’s Code of Ethics
• Gold Fields practices labour and employment policies that comply with the terms of the International Labour Organisation (ILO) protocol on decent work and working conditions
• Gold Fields ensures the continued training and skills development of its employees
• Gold Fields performs its responsibilities in respect of social and ethics matters and that these policies are reviewed on an annual basis, or as required

The committee also has oversight over the South Deep Education Trust, the South Deep Community Trust and the Westonaria Community Trust through the South African Transformation Committee (previously known as the BEE subcommittee), a subcommittee of the Social and Ethics Committee. The members of the South African Transformation Committee are Rick Menell (Chair), Cheryl Carolus and Don Ncube.

The Social and Ethics Committee comprises the chairs of the Audit Committee, Remuneration Committee, the Safety, Health and Sustainable Development Committee, Nominating and Governance Committee and the Capital Projects Committee.

Executive committee

The Executive Committee (Exco) is not a committee of the Board. It is primarily responsible for the implementation of Company strategy, as well as carrying out the Board’s mandates and directives. Exco meets on a regular basis to review Company performance against set objectives and develops Company strategy and policy proposals for consideration by the Board. Exco also assists the Board in the execution of the Company’s disclosure obligations. A series of guidelines on disclosure has been disseminated throughout the Company. The Executive Committee consists of the principal officers and executive directors of Gold Fields – 12 members in total.

Each of Gold Fields’ regional operating subsidiaries has established Board and Executive Committee structures to ensure sound corporate governance practices and standards. At least one of the Company’s executive directors serves on the boards of the operating subsidiaries.

The full Directors’ Report is contained in the Annual Financial Report on pages 35 – 42.

 

Standards, principles and systems

Internal and external standards and principle

Internal standards and principles		Listings requirements		Sustainability standards		Business ethics and standards
Gold Fields has developed a comprehensive set of internal standards and principles that underpin how we do business. These include: Our Vision and Values: Everything that we do to achieve our Vision of becoming the global leader in sustainable gold mining is informed by our Values. These are applied by our directors, as well as employees at every level of the Group Board of Directors’ Charter: The Charter articulates the objectives and responsibilities of the Board. Likewise, each of the Board committees operates in accordance with written terms of reference that are regularly reviewed Sustainable Development Framework: Gold Fields’ Sustainable Development Framework is based on best practice, as well as our operational requirements. The framework is governed by an overall Sustainable Development Policy The Group has developed a range of guidelines that directs business conduct in those areas (https://www.goldfields.com/au_standards.php) Code of Ethics: The Gold Fields Code of Ethics commits and binds every employee, officer and director within Gold Fields to conducting business in an ethical and fair manner. The Board’s Audit and Social and Ethics Committees are tasked with ensuring the consistent application of, and adherence to, the Code. The Code is on our website at https://www.goldfields.co.za/au_ethics.php		Our primary listing is on the JSE Limited (JSE) and we are subject to the JSE Listings Requirements Gold Fields has a secondary listing on the New York Stock Exchange (NYSE) and therefore, as a foreign issuer, subject to the NYSE Listings Requirements, the provisions of the US Securities and Exchange Commission, as well as the terms of the Sarbanes-Oxley Act (2002) Gold Fields is also listed on the Swiss Exchange (SWX) We have implemented South Africa’s King III principles and recommendations across Gold Fields		Our Sustainable Development Framework is guided by the International Council on Mining and Metals’ (ICMM) 10 principles on sustainable development, their supporting position statements and external assurance thereof We are guided by the 10 principles of the UN Global Compact (in which we are a participant), including their implementation in our business activities, and the annual submission of the Communication on Progress Report All of our eligible operations conform with the World Gold Council Conflict-Free Gold Standard. A copy of our Conflict-Free Gold Report, our Statement of Conformance, together with the independent limited assurance opinion can be viewed online at https://www.goldfields.co.za/sus_reporting.php Our reporting is guided by the internationally recognised Global Reporting Initiative (GRI) G4-Core Sustainability Reporting Guidelines, including the Mining and Metals Sector Supplement. Our 2015 GRI submission can be viewed online at https://www.goldfields.co.za/sus_reporting.php A number of environmental and safety standards, including ISO 14001, OHSAS 18001 and the International Cyanide Management Code		Our Code of Ethics is aligned with national and international business ethics and anti-corruption standards, including the UN Convention against Corruption (2003) and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (1997) We support the principles and processes of the Extractive Industry Transparency Initiative (EITI), through our membership of the ICMM. Ghana and Peru are the EITI-compliant countries in which we operate King III as well as the Prevention and Combating of Corrupt Activities Act (2004) The United States’ Sarbanes-Oxley Act (2002), Dodd-Frank Act (2010) and the Foreign Corrupt Practices Act (1977) All relevant regulations and legislations in jurisdictions in which Gold Fields operates

 

Directors (Click on name to view brief CV)

Non-executive directors

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  Close biography

  Qualifications:

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

  Age:

  (57)

  Ms Carolus was appointed a director of Gold Fields on 10 March 2009 and was appointed as the Chair on 14 February 2013. She is Executive Chair of Peotona Group Holdings. She is a director of a number of other public and private companies, including Investec and De Beers, and she also serves pro bono on non-profit organisations, including the World Wildlife Fund and The British Museum. She served as South Africa’s High Commissioner to the United Kingdom from 2001 to 2004, Chairperson of the South African National Parks board for six years and Chairperson of South African Airways from 2009 to 2012. She was awarded an honorary doctorate in law from the University of Cape Town for her contribution to freedom and human rights. In 2014, she was awarded the French National Order of Merit by the Government of France.

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  Close biography

  Qualifications:

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

  Age:

  (60)

  Mr Menell was appointed a director of Gold Fields on 8 October 2008 and was appointed as Deputy Chair on 19 August 2015. He became a non-executive director of Sibanye Gold on 1 January 2013. Mr Menell has over 37 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 Rockwell Diamonds Inc, as well as Senior Adviser to Credit Suisse. He also serves as a director of a number of unlisted companies and non-profit organisations.

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  Close biography

  Qualifications:

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

  Age:

  (71)

  Mr Ansah was appointed a director of Gold Fields in April 2004. He also serves as a director of Ecobank (Ghana) Limited. From 1984 to 1999, he was the Chief Executive of the Ghana Minerals Commission. He is currently a mining and energy consultant.

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  Close biography

  Qualifications:

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

  Age:

  (73)

  Mr Hill joined the Board on 21 August 2009. On 2 October 2010, he was appointed the CEO and executive Chair of Teranga Gold Corporation and non-executive Chair in 2013. 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.

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  Qualifications:

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

  Age:

  (71)

  Mr Murray was appointed a director of Gold Fields on 1 January 2008. He has more than 40 years’ experience in the mining industry and has been CEO of Rio Tinto Portugal, Rio Tinto Brazil, TVX Gold Inc, Avgold and Avmin. He also served as a non-executive director of Ivernia Inc.

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  Close biography

  Qualifications:

  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

  Age:

  (68)

  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 nonexecutive Chair of South African Airways. He is currently executive Chair of Badimo Gas and Managing Director of Vula Mining Supplies.

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  Close biography

  Qualifications:

  Bachelor of Applied Science in Mineral Engineering (Mining), South Australia Institute of Technology; MBA, Trium NYU/LSE/HEC; Directors’ Education Program, Institute of Corporate Directors

  Age:

  (60)

  Mr Reid was appointed as a director of Gold Fields on 1 February 2016. He has over 35 years’ international business experience and has held senior leadership roles in numerous countries.

  He has served as a director of Silver Standard Resources since January 2013 and a director of Eldorado Gold since May 2013. He served as Chief Operating Officer of Goldcorp from January 2007 until his retirement in September 2012, and was the company’s Executive Vice President, Canada and USA. Before joining Goldcorp, Mr Reid spent 13 years at Placer Dome in numerous corporate, mine management and operating roles, including country manager for their Canadian operations. He also held leadership positions at Kingsgate Consolidated and Newcrest Mining, where he was responsible for running the Asian and Australian operations.

• 
  Close biography

  Qualifications:

  BCom; BCompt (Hons) Unisa; CA(SA)

  Age:

  (71)

  Ms 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. She was lead partner on the global audit of AngloGold Ashanti and other mining clients during her career included Northam Platinum, Aquarius Platinum, Avmin (now African Rainbow Minerals) and certain Anglo Platinum operations.

• 
  Close biography

  Qualifications:

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

  Age:

  (57)

  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 36 years’ experience in financial management, of which 26 years were in the mining industry. Prior to joining Gold Fields, he was Financial Director and Senior Manager of Corporate Finance at Gencor.

• 
  Close biography

  Qualifications:

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

  Age:

  (48)

  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 20 years’ experience in the mining industry.

Compliance and ethics

Gold Fields is committed to acting responsibly, honestly and with respect for others. This means going ‘beyond compliance’ and applying the highest ethical standards, so the Group can continue to enjoy the confidence of its investors, business partners, employees, host governments and community members.

Legal, ethical and regulatory compliance

Regulatory compliance
As Gold Fields operates in various jurisdictions, the legal and regulatory environment is an ever changing one which can lead to complex matters. In order to manage this effectively and efficiently, and enhance risk mitigation strategies, Gold Fields has established a risk-based Group compliance programme to provide the highest levels of assurance for regulatory compliance. In terms of the programme, Gold Fields:

• Identifies and consistently reviews all statutes in its operating jurisdictions and assesses the exposure to non-compliance and regulatory risks
• Ensures that the internal control environment is aligned to prioritised risks encompassed in statutory requirements
• Conducts reviews by Internal Audit to assess that appropriate measures are implemented and that controls are effective to mitigate and manage risk

A Group compliance index has been developed to accommodate changes within the business, applicable statutes, as well as compliance and regulatory risks. The programme and associated internal controls will be assured by management, internal audit and external assurers on an annual basis.

Ethics
Gold Fields has a zero tolerance approach to any activities that undermine the legitimate business environment and all directors and employees are bound by its Code of Ethics. The Code articulates Gold Fields policy with respect to an array of activities, transactions, engagements and conduct. Implementation of the Code is supported by:

• An online ethics portal
• Well-defined responsibilities and accountabilities
• Stringent internal reporting processes
• An anonymous whistle-blowing hotline managed by an independent third party (Deloitte)
• Annual training for all employees, especially training for those in high-risk roles
• Gold Fields is rolling out training to suppliers on ethics and regulatory matters in our various jurisdictions

Breaches of the Code will result in disciplinary action, which can lead to dismissal or even criminal prosecutions. The Code of Ethics can be found on Gold Fields’ website at https://www.goldfields.com/au_ethics.php.

External organisations
Increasingly, the reputational and operational risks of companies are tied to external parties who form part of a company’s value chain and Gold Fields strives to develop and maintain strong relationships with these parties. During 2015, Gold Fields implemented a due diligence application to establish the risk profiles of external suppliers and contractors by monitoring a range of local and international databases. The application concentrates on the financial, environmental, social, governance and labour performance of the external parties.

The outcomes of the screening exercise are filtered through to regional risk management processes and used by the regions to decide on the appointment of external suppliers and contractors and, where applicable, the continuation of existing relationships.

Gold Fields’ procurement processes are designed to ensure suppliers adhere to the Group’s policies and standards. All agreements entered into by suppliers and contractors require suppliers to comply with all relevant legislation, best practice standards and Gold Fields policies and procedures that the Group adheres to. Furthermore, Gold Fields has the right to audit the supplier or contractor’s processes to ensure compliance. Furthermore, on a regular basis, all suppliers are required to attest to their compliance with all applicable regulations governing their business.