| |
At the Annual General Meeting on 18 May 2016, shareholders approved the adoption of the revised Gold Fields Limited 2012 Share Plan to replace the LTIP. The plan provides for four methods of participation, namely the Performance Share Method (“PS”), the Retention Share Method (“RS”), the Restricted Share Method (“RSS”) and the Matching Share Method (“MS”). This plan is in place to attract, retain, motivate and reward participating employees on a basis which seeks to align the interests of such employees with those of the Company’s shareholders. Allocations of options under this plan were made during 2016. Currently, the last vesting date is 28 February 2019. The salient features of the plan were:
- PS are offered to participants annually in March. PS are performance-related shares, granted at zero cost (the shares are granted in exchange for the rendering of service by participants to the Company during the three-year restricted period prior to the share vesting period);
- Based on the rules of the plan, the actual number of PS which will be settled to a participant three years after the original award date is determined by the following performance conditions:
| Performance condition |
|
Weighting |
|
Threshold |
|
Target |
|
Stretch and cap |
| Absolute TSR |
|
33% |
|
N/A – No vesting below target |
|
Compounded cost of equity in real terms over three-year performance period |
|
Compounded cost of equity in real terms over three-year performance period +6% per annum |
| Relative TSR |
|
33% |
|
Median of the peer group |
|
Linear vesting to apply between above-median and upper quartile performance and capped at upper quartile performance |
| Free cash flow margin (“FCFM”) |
|
34% |
|
Average FCFM over performance period of 5% at a gold price of $1,300/oz – margin to be adjusted relative to the actual gold price for the three-year period |
|
Average FCFM over performance period of 15% at a gold price of $1,300/oz – margin to be adjusted relative to the actual gold price for the three-year period |
|
Average FCFM over performance period of 20% at a gold price of $1,300/oz – margin to be adjusted relative to the actual gold price for the three-year period |
The vesting profile will be as follows:
| Performance condition |
|
Threshold |
|
Target |
|
Stretch and cap |
| Absolute TSR1, 4 |
|
0% |
|
100% |
|
200% |
| Relative TSR3, 4 |
|
0% |
|
100% |
|
200% |
| FCFM2 |
|
0% |
|
100% |
|
200% |
| 1 |
Absolute TSR and relative TSR: Linear vesting will occur between target and stretch (no vesting occurs for performance below target). |
| 2 |
FCFM: Linear vesting will occur between threshold, target and stretch. |
| 3 |
The peer group consists of ten companies: Anglogold Ashanti, Goldcorp, Barrick, Eldorado Gold, Randgold, Yamana, Agnico Eagle, Kinross, Newmont and Newcrest. |
| 4 |
TSR will be calculated as the compounded annual growth rate (“CAGR”) of the TSR index between the average of the 60 trading days up to the first day of the performance period and the average of the 60 trading days up to the last day of the performance period. TSR will be defined as the return on investing in ordinary shares in the Company at the start of the performance period, holding the shares and reinvesting the dividends received on the portfolio in Gold Fields shares over the performance period. The USD TSR index, provided by external service providers will be based on the US$ share price. |
- RS can be awarded on an ad hoc basis to key employees where a retention risk has been identified. These will be subject to the vesting condition of service over a period of three years only, and will not be subject to any performance conditions.
- RSS: In 2016, Gold Fields implemented a Minimum Shareholding Requirement (“MSR”) where executives are required to build and to hold a percentage of their salary in Gold Fields shares over a period of five years. Executives will be given the opportunity (as at the approval date of the MSR), prior to the annual bonus being communicated or the upcoming vesting date of the LTIP award or PS, to elect to receive all or a portion of their annual bonus or cash LTIP in restricted shares or to convert all or a portion of their unvested PS into restricted shares towards fulfilment of the MSR. These shares are subject to the holding period as set out above.
This holding period will mean that the restricted shares may not be sold or disposed of and that the beneficial interest must be retained therein until the earlier of:
- Notice given by the executive, provided that such notice may only be given after five years from the start of the holding period;
- Termination of employment of that employee, i.e. retirement, retrenchment, ill health, death, resignation or dismissal;
- Abolishment of the MSR; or
- In special circumstances such as proven financial hardship or compliance with the MSR, upon application by the employee and approval by the Remuneration Committee.
Mr Nick Holland, CEO, elected prior to the determination of the annual performance bonus for 2016 and in line with the rules of the MSR policy, to defer 50% of his 2016 cash bonus (US$677,600) into restricted shares. A similar election was made in 2015 to defer 50% of his 2015 annual performance bonus (US$618,900) into restricted shares. Mr Holland also elected to defer vesting 100% of the 2013 Performance Share award which was due to vest on 1 March 2016 into restricted shares. Mr Holland has 507,473 restricted shares held in escrow as at 31 December 2016. The 507,473 restricted shares comprise of 132,477 shares relating to the 2015 short-term incentive and 374,996 shares relating to the 2013 Performance Share award. No other executive has elected to receive any restricted shares.
- MS: To facilitate the introduction of the MSR policy and to compensate executives for locking in their vested shares for an additional five years, thus exposing themselves to further market volatility, the Company intends to make a matching award. This is intended to entail a conditional award of shares of one share for every three shares committed towards the MSR (matching shares). The matching shares will vest on a date that corresponds with the end of the holding period of the shares committed towards the MSR provided the executive is still in the employment of the Company and has met the MSR requirements of the MSR policy, including having sustainably accumulated shares to reach the MSR over the five year holding period.
At 31 December 2016, the maximum number of matching shares that could vest at the end of five years was 169,158 shares.
The following table summarises the movement of share options under the Gold Fields Limited 2012 Share Plan as
amended in 2016 during the year ended 31 December 2016:
| |
2016 |
|
| Performance Shares (“PS”) |
|
| Outstanding at beginning of the year |
– |
|
| Movement during the year: |
|
|
| Granted |
8,196,037 |
|
| Forfeited |
(57,565) |
|
| Outstanding at end of the year1 |
8,138,472 |
|
| 1 None of the outstanding options of 8,138,472 above have vested. |
| |
2016 |
|
| The fair value of equity instruments granted during the year ended 31 December 2016 were valued using the Monte Carlo simulation model: |
|
|
| Monte Carlo simulation |
|
|
| Performance shares |
|
|
| This model is used to value the performance shares. The inputs to the model for options granted during the year were as follows: |
|
|
| – weighted average historical volatility (based on a statistical analysis of the share price on a weighted moving average basis for the expected term of the option) |
58.1% |
|
| – expected term (years) |
3 years |
|
| – dividend yield1 |
n/a |
|
| – weighted average three-year risk free interest rate (based on US interest rates) |
0.5% |
|
| – weighted average fair value (United States Dollar) |
2.6 |
|
| 1 There is no dividend yield applied to the Monte Carlo simulation model as the performance conditions follow a total shareholder return method. |
Summary
The following table summarises information relating to the options and equity-settled instruments under all plans
outstanding at 31 December 2016, 2015 and 2014:
| |
2016 |
|
2015 |
2014 |
Range of exercise prices
for outstanding equity
instruments (US$) |
Number
of instruments |
Price
(US$) |
Contractual
life
(years) |
|
Number of
instruments |
Price
(US$) |
Contractual
life
(years) |
Number of
instruments |
Price
(US$) |
Contractual
life
(years) |
|
| n/a* |
8,531,650 |
– |
– |
|
2,446,922 |
– |
– |
6,478,579 |
– |
0.80 |
|
| 4.28 – 6.06 |
– |
– |
– |
|
448,296 |
5.03 |
0.22 |
580,833 |
6.56 |
1.22 |
|
| 6.07 – 7.84 |
3,835 |
6.79 |
0.50 |
|
33,641 |
5.86 |
0.60 |
454,131 |
8.17 |
0.33 |
|
| 7.85 – 9.62 |
515,255 |
7.37 |
0.34 |
|
531,720 |
6.84 |
1.35 |
769,159 |
8.94 |
2.33 |
|
| 9.63 – 11.40 |
11,521 |
8.44 |
1.00 |
|
11,521 |
7.84 |
2.01 |
14,138 |
10.25 |
3.01 |
|
| Total outstanding at end of the year |
9,062,261 |
|
|
|
3,472,100 |
|
|
8,296,840 |
|
|
|
| * Restricted shares (“PVRS”) are awarded for no consideration. |
|
|
|
|
|
|
|
|
|
|
|
| Weighted average share price during the year on the JSE Limited (US$) |
4.29 |
|
|
|
3.55 |
|
|
3.90 |
|
|
|
The compensation costs related to awards not yet recognised under the above plans at 31 December 2016, 2015 and
31 December 2014 amount to US$36.6 million, US$1.5 million and US$14.3 million, respectively.
The directors were authorised to issue and allot all or any of such shares required for the plans, but in aggregate all
plans may not exceed 41,076,635 of the total issued ordinary shares capital of the Company. An individual participant
may also not be awarded an aggregate of shares from all or any such plans exceeding 4,107,663 of the Company’s
total issued ordinary share capital. The unexercised options and shares under all plans represented 1.1% of the total
issued ordinary share capital at 31 December 2016. |