Gold Fields

DEAR SHAREHOLDERS

On behalf of the Board, I am pleased to present the directors’ Remuneration Report for the year ended 31 December 2016.

The Remuneration Report is presented in two parts. Part 1 explains the remuneration policy and forward-looking changes, while part 2 reports on the implementation of this policy during the past year. The remuneration policy as contained in part 1 of this report will be put to a non-binding shareholder vote at the Annual General Meeting (AGM) in May 2017.

The Remuneration Committee (the Committee), following the practice of previous years, has engaged broadly during the year with its large institutional shareholders and the voting guidance services on executive pay and has made certain changes to reflect the views expressed. The Committee considered the macro- and micro-economic factors influencing our business in setting the executive pay for 2017. Shareholders, in general, commended Gold Fields on its disclosure and provided high-level guidance as set out below.

SHAREHOLDER FEEDBACK

1. Equity-settled Performance Shares for the Long-Term Incentive Plan (LTIP)

Shareholders have a strong preference for executives to own shares in the Company they manage: this aligns their interests with shareholders by incentivising them to think like owners and focus on value creating actions for the long term. The use of equity-settled long-term incentives provides an appropriate mechanism by which executives can build a shareholding in the company over time without having to take any active steps to acquire shares. In response to this feedback, Gold Fields obtained shareholder approval at the AGM in 2016 to reinstate the revised Gold Fields Limited 2012 Share Plan.

2. Three-Year and above Performance Periods for the LTIP

Companies that operate in cyclical industries often have binary remuneration outcomes: incentives tend to reach maximum payout in some years and lapse entirely in other years. A five-year performance period for long-term incentives better measures performance through the cycle and so reduces the likelihood of binary vesting outcomes. This results in more equitable remuneration outcomes and facilitates improved retention of executives. If a five-year performance period is not feasible, a three-year performance period with a two-year holding period after vesting is suggested. Awards in terms of the Gold Fields Long-term Incentive Plan overlaps from one performance cycle to the next performance cycle. 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.

3. Relative Total Shareholder Return (TSR) versus Peers as the Primary Performance Factor for the LTIP

The use of TSR versus peers as the primary performance factor for the LTIP focuses executives on prudent capital allocation and shareholder value creation over the long term. The peer group would be impacted by the same industry pressures as Gold Fields and a relative TSR measure would therefore reward executives better for performance that is under their control.

It is important to ensure that the vesting scale used for TSR versus peers is sensible. Best practice is for 0% vesting for a TSR below the median of the peer group, threshold vesting of 25% for TSR equal to the median and 100% vesting for a TSR exceeding the median by 10% per annum. Shareholders are of the strong view that there should be no vesting for belowmedian performance, as this would effectively be rewarding executives for underperformance. Gold Fields corporate performance conditions for the three-year performance period in terms of the amended Gold Fields Limited 2012 Share Plan were modified to include “Relative” TSR (peer group).

4. Short-term Incentives (STIs) Should Give Sufficient Weight to Delivery on South Deep

The STIs should be formulated so as to give sufficient weight to delivery on South Deep development and mining plans. Gold Fields has responded by increasing the weighting of the CEO’s personal objectives related to South Deep to 40%.

5. Deferral of a Portion of the Short-term Incentives in Gold Fields Shares over a Number of Years

It is becoming increasingly common for listed companies to defer the vesting of a portion of short-term incentives into restricted shares. The deferral of short-term incentives and conversion into shares aims to achieve a number of goals:

• it focuses executives on the long-term consequences of any actions they take to achieve their annual short-term incentive targets;
• it results in the quantum being reduced if it subsequently becomes clear that the actions were value-destructive;
• it facilitates the retention of executives; and
• it affords them the opportunity to increase their shareholding in the Company, thereby improving alignment with shareholders.

A minimum shareholding requirement policy was introduced in 2016 and approved by shareholders on 18 May 2016. Executives are required to build and hold a percentage of their annual salary in Gold Fields shares over a period of five years and will have the option to defer a portion or all of their short-term incentive awards into Restricted Shares prior to the accrual of the annual performance bonus.

6. Introduction of a Clawback Policy

Shareholders support the implementation of Clawback policies in order to ensure that executives do not obtain incentives when the reputational and financial status of the Company is compromised. This provision will allow for the Clawback of incentives in the event that this takes place. This mechanism should be triggered for the actions stipulated below:

• Misstatement of organisation results
• Misconduct or fraud
• Errors made in the calculation of any performance condition used in the variable pay plan which led to an overpayment of variable pay
• Misrepresentation of achievement of non-financial targets used in the variable pay plan
• Behaviours of executives that bring the organisation into disrepute

GOLD FIELDS RESPONSE

The Committee responds to the views of the Company’s shareholders and their views are critical in formulating the remuneration principles, the remuneration policy and this Remuneration Report.

1. Introduction of a Minimum Shareholding Requirement (MSR) for members of the Group Executive Committee

In line with best practice and in response to shareholder input, the Company has adopted a MSR policy, which was approved by shareholders on 18 May 2016 and which is mandatory for executives. The policy requires executives to hold a specific percentage of shares in the Company.

The proposed target shareholdings of vested and unencumbered shares for the relevant executives are:

• CEO: 200% of annual Guaranteed Remuneration Package (GRP); and
• CFO and other executives: 100% of annual GRP.

Executives may use the following shares to meet the MSR:

• Personal investments in the Company’s shares through the use of after-tax income
• Executives will be given the opportunity to elect, prior to the cash bonus being communicated or the vesting of the LTIP, to receive all or a portion of the cash bonus/LTIP in restricted shares which will be subject to a further time period (holding period) during which executives will be required to hold the restricted shares. In addition, executives will be given the opportunity to elect, prior to the relevant vesting dates, to convert all or a portion of their Retention Shares or Performance Shares awarded under the plan, in restricted shares, which will also be subject to the holding period, towards the fulfilment of the MSR. 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 the five years from the start of the holding period
  • Termination of employment of that employee, ie 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 Committee.

The restricted shares will be held in escrow for the holding period, which commenced on 1 June 2016. The restricted shares will, however, not be subject to any further forfeiture provisions post the original restricted period (performance shares and cash LTIP) or communication of the cash bonus.

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 will grant a matching share 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, has met the MSR as per the requirements of the MSR policy, including having sustainably accumulated shares to reach the MSR over the five-year holding period, ie the Company aims to guard against a situation where an executive only accumulates the shares in year four of the five-year period. In the event of no-fault termination (retirement, death, disability, retrenchment or corporate action) the Matching Shares will be apportioned based on time.

It is believed that the MSR will encourage executive share ownership within the Company and reinforce the creation of shareholder value over the long term through executives becoming shareholders.

2. The Revised Gold Fields Limited 2012 Share Plan

The revised Gold Fields Limited 2012 Share Plan was approved by shareholders at the AGM in May 2016 which has replaced the Gold Fields Limited 2014 Long-term Cash Incentive Plan.

3. Introduction of a Clawback Policy

The Committee considered and approved at the meeting held in February 2017 that a Clawback Policy be developed for implementation in 2017. The Clawback Policy will be taken to the Committee for approval during 2017 and implemented thereafter.

PART 1: REMUNERATION PHILOSOPHY AND POLICY AND ROLE OF THE REMUNERATION COMMITTEE

The responsibility of the Committee is to ensure that executive remuneration is aligned with the execution of the Group’s strategy to deliver long-term sustainable growth in shareholder returns.

In a competitive global employment market, the Committee ensures that the total executive remuneration is competitive to allow the Company to attract and retain the critical skills required to deliver sustainable shareholder returns. The Committee therefore regularly reviews local and international best-practice benchmarks to ensure that remuneration is fair and reasonable.

The terms of reference of the Committee, in line with its delegated authority from the Board, can be viewed on the Gold Fields’ website at www.goldfields.com/av_standards.php. Its primary functions are to:

• Assist the Board in designing and maintaining a remuneration policy for executive directors and senior executives that will promote the achievement of strategic objectives and encourage individual performance
• Ensure that the mix of fixed and variable pay in cash, shares and other elements, meet the Group’s needs and strategic objectives
• Review incentive schemes to ensure continued contribution to shareholder value
• Determine any criteria necessary to measure the performance of executive directors in discharging their functions and responsibilities
• Review the outcomes of the implementation of the remuneration policy to determine if objectives were achieved
• Oversee the preparation of the Remuneration Report (as contained in this Annual Financial Report) to ensure that it is clear, concise and transparent
• Ensure that the remuneration policy is put to a non-binding advisory vote by shareholders, and to engage with shareholders and other stakeholders on the Group’s remuneration philosophy

Committee activities during 2016:

• The Committee proposed the minimum shareholding requirement for members of the Group Executive Committee at the AGM in 2016
• The Committee approved the annual bonus outcomes for 2015
• The Committee reviewed the performance of the Group Executive Committee for 2015 and approved the key performance indicators for the 2016 year
• The Committee approved the operational bonus parameters for 2016
• The Committee considered amendments to the Gold Fields Limited 2012 Share Plan in light of shareholders views and tabled the revised plan to shareholders for approval at the AGM in 2016

Over the past year, Gold Fields has taken decisive action in response to the weak gold price and has set the following key business goals for 2017:

• Improve on our 2016 Safety performance
• Deliver South Deep and communicate a long-term plan by early 2017
• Meet production and cost guidance
• Generate 15% FCF margin at US$1,300/oz or adjust the margin based on an actual gold price
• Pay 25% to 35% of normalised earnings as dividends

2017 Remuneration Policy

The fundamental principles of our remuneration policy remain unchanged, namely that the policy should:

• Ensure that the Company’s executive remuneration policy encourages, reinforces and rewards the delivery of sustainable shareholder value
• Provide competitive rewards to encourage ownership in the business, as well as setting stretch performance targets for the delivery of reward-based variable short-term and long-term incentive plans for its executive directors and senior management
• Motivate and reinforce individual, team and business performance in the short, medium and long term.

Remuneration Strategy

The principle of performance-based remuneration is one of the cornerstones of the remuneration strategy. It is further underpinned by sound remuneration management and governance principles, which are promoted across Gold Fields to ensure the consistent application of the remuneration strategy and the remuneration policy.

The Gold Fields remuneration strategy comprises the following essential elements, and their strategic intent is displayed in the graphic below:

		Reward component			Strategic intent
Total remuneration		Guaranteed remuneration package (GRP) - in the form of an all-inclusive total-cost-to-company package for South African employees Base rate of pay (BRP) – for international employees			Competitive base salaries to attract and retain high calibre executives, based on personal performance and experience Base salaries are reviewed annually by the Committee (effective 1 March each year), taking account of Company performance and affordability, individual performance, changes in responsibility and levels of increase for the broader employee population Market benchmarking
		Benefits – included in GRP (*list below); only leave is over and above GRP and all benefits are over and above BRP Standard benefits with flexible options: Medical aid* Retirement* Leave Car and travel allowances*			Comply with legislation across regions Competitive benefits Affordable to both employees and the Company Fits in with lifestyle needs of employees
		Short-term Incentive (annual performance bonus) Group Annual Incentive Scheme			Short-term view (12 months) Improved performance at corporate, regional, operational and individual level Significant performance differentiation Alignment to annual operational business plans
		Long-term Incentive Plan The revised Gold Fields Limited 2012 Share Plan The Minimum Shareholding Requirement Policy			Long-term view (36 months and beyond) Market performance of the Company Shareholder alignment - total shareholder return (absolute and relative) Sustainable free cash-flow

Remuneration mix

Gold Fields’ remuneration philosophy aims to attract and retain motivated, high-calibre employees, whose interests are aligned with those of our shareholders. This is achieved through the right mix of guaranteed and performance-based remuneration (variable pay), which provides for differentiation between high, average and low performers. The pay mix of guaranteed and variable remuneration differs according to the level of the employee in the Company. In line with international practice and the employee’s ability to influence the outcome of the corporation’s performance, the more senior the employee, the higher the proportion of variable pay in his/her total remuneration package. The graph below shows the parameters of the remuneration mix which are broadly aligned with market best practice:

For 2017, the overall remuneration mix of executives is as follows:

Assuming below expected, expected and stretch performance

The nature of the industry is global, and the dynamics of talent mobility at this level of position is a known phenomenon. Hence, there is a requirement to establish a basis for comparing remuneration across currencies and geographies.

Gold Fields contracted Mercer Consulting South Africa to provide a comprehensive analysis of the Group Executive Committee’s remuneration. The study confirmed that the compensation of executives is in line with Gold Fields’ position in the basket of comparative companies.

Guaranteed Pay

Gold Fields’ policy is to reward its people fairly and consistently according to their role and their individual contribution to the Company and its performance. To achieve external equity and competitive remuneration, Gold Fields uses surveys of peer-group mining companies. The benchmark for guaranteed pay is the market median for the relevant market, with a significant proportion of performance-related variable pay comprising short- and long-term incentives. For exceptional performance, the Companypositions overall remuneration, including short- and long-term incentives, at the 75th percentile of the market.

The Committee retains the discretion to determine whether and to what extent specific over-performance levels warrant total pay at the 75th percentile.

As a global company, with the majority of our operations located outside South Africa, we expect our senior executives to have global experience. We therefore compete for talent in a global marketplace, and our approach to remuneration takes account of the need to be competitive throughout the various jurisdictions in which the Group operates.

Benefits

Gold Fields’ policy is to provide, where appropriate, additional elements of compensation as listed below:

• The executives are eligible for participation in the retirement scheme of their respective regions. The Company and the employee (in most instances) provide contributions towards retirement savings
• Gold Fields provides healthcare assistance through either a percentage contribution, reimbursement or through Company-appointed healthcare providers
• Life insurance is provided as a fixed amount or a multiple of salary
• Disability insurance, which comprises an amount to replace partially lost compensation during a period of medical incapacity or disability, is provided to all executives
• Group personal accident cover is provided

Annual Performance Bonus

The on-target annual bonus parameters for the CEO, CFO and executive vice-presidents (EVPs) are set out below. This represents the annual bonus payment as a percentage of guaranteed remuneration if target performance is reached. The annual bonus is limited to twice the on-target bonus percentage, as detailed below. Executive directors are eligible to earn performance bonuses of 60% of GRP for the CFO and 65% of GRP for the CEO for on-target performance, which comprises individual and strategic performance targets. The annual bonus for the CFO and CEO could increase above 60% and 65% respectively if the stretch target is achieved, up to a maximum bonus cap of twice the on-target bonus percentage.

Role	Target earning potential as % of guaranteed remuneration	Bonus cap (stretch earning potential) as % of guaranteed remuneration
CEO	65	130
CFO	60	120
Executive Vice-Presidents	55	110

Both organisational and personal performance is taken into account in determining bonuses. For the CEO and CFO, the organisational element is based on performance against Group objectives. For the regional EVPs, the organisational element is based on a combination of Group, regional and mine-linked objectives. This is illustrated in the table below:

	Organisational Objectives
Employee category	Group	Region	Operation	Personal Objectives
CEO	65%			35%
Corporate executives	65%			35%
Regional executives	20%	45%		35%
General managers		20%	45%	35%
Regional offices		65%		35%
Mines			65%	35%

Performance drivers against which performance is assessed are set annually and in advance by the Committee.

Operational objectives for each mine are measured against the operational plans approved by the Board and include safety, production, costs and ore reserve development. The operational objectives form the basis of the regional objectives and subsequently feed into the Group objectives. If individual, operational, regional or Group objectives do not meet threshold targets, no bonus is payable.

Details of the bonus outcomes for 2016 are detailed in part 2 of this report, on p97 – 98.

Group Key Performance Indicators for the 2017 Annual Performance Bonus

The Group scorecard translates the strategy into metrics for 2017 – see p114 of the Integrated Annual Report.

The bonus parameter objectives will be based on the drivers below and support the Group scorecard. Other elements of the Group scorecard, not described below, are captured in the personal scorecards.

Group scorecard parameters

Safety		Ensuring the safety and wellbeing of our workforce	20%
Total gold production		The productive measure of our operations	20%
All-in cost (AIC) per ounce		The financial measure of our operations	40%
Development or waste minded		Ensuring the future of our operations	20%

The CEO’s 2017 annual performance bonus is made up of the bonus parameter objectives (65%) as stated above and personal performance objectives (35%) as stated in the table below:

2017 performance scorecard for the CEO
Objective	Weighting		Measurement
South Deep	40%		Deliver year one of the South Deep rebase plan
Damang Reinvestment	15%		Deliver year one of the Damang reinvestment plan
Gruyere	15%		Ensure Gruyere development occurs within schedule
Salares Norte	10%		Commence feasibility study
Life extension at Cerro Corona and Tarkwa	10%		Complete studies to secure life-of-mine extension
Capital allocation and management	10%		Capital spend within budget for 2017 and tracking well against capital projects milestones

Long-term incentives

The Gold Fields Limited 2014 LTIP (replaced by the revised Gold Fields Limited 2012 Share Plan)

Shareholder approval was obtained to reinstate and amend the Gold Fields Limited 2012 Share Plan and as a result no new awards will be made under the 2014 LTIP. The last vesting will take place on 1 March 2018 and the plan will be closed thereafter.

The 2014 LTIP is a cash-settled incentive plan with the following salient features:

• Each performance cycle starts on 1 January of the first year and ends on 31 December of the third year
• Annual conditional awards are made to eligible participants, with such awards settled in cash on the vesting date
• Allocations are based on annual salary x applicable % by grade x personal performance.
• Vesting of awards made in 2014 and 2015 is based on the following two corporate performance conditions equally being met
  (see table on below):
  • Free cash-flow margin (FCFM) 50% weighted
  • Absolute total shareholder return (TSR) 50% weighted
• Threshold must be achieved for pay-out of any portion of the award to be triggered Gold

Vesting conditions of the 2014 Long-Term Cash Incentive Plan

Performance condition	Weighting	Threshold	Target	Stretch
Absolute TSR	50%	n/a – No vesting below target	Compounded cost of equity in real terms over the three-year performance period	Compounded cost of equity in real terms over the three-year performance period + 6% per annum
Free cash-flow margin (FCFM)	50%	Average FCFM over performance period of 5%	Average FCFM over performance period of 15%	Average FCFM over performance period of 20%

Absolute TSR: Linear vesting will occur between target and stretch (no vesting occurs for performance below target).
FCFM: Linear vesting will occur between threshold, target and stretch.

TSR will be calculated as the compounded annual growth rate (CAGR) of the TSR 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 above performance conditions will be measured over three years, which will coincide with the Company’s financial years (i.e. performance period).

The Revised Gold Fields Limited 2012 Share Plan

Nature of Instruments

Retention Shares: For high performance outcomes and on an ad hoc basis, selected participants will be awarded conditional rights to receive shares at the end of the vesting period. The award will only be settled after the vesting date and the participant will not have any shareholder or voting rights prior to the vesting date. The vesting of the award will be subject to the vesting condition being met and may not have performance conditions attached.

Performance Shares: Participants will be awarded conditional rights to receive shares at the end of the vesting period. The award will only be settled after the vesting date and the participant will not be entitled to any shareholder rights (including voting rights and distribution rights) prior to the vesting date. The vesting of the award will be subject to the vesting condition and applicable performance conditions being met.

Restricted Shares: As stated above, executives will be given the opportunity, prior to the annual bonus being communicated or the upcoming vesting date of the LTIP award or performance shares, to elect to receive a portion of the annual bonus or cash LTIP in restricted shares or convert a portion of the unvested performance shares into restricted shares towards fulfilment of the MSR. These shares are subject to a five-year holding period, but all shareholder rights will accrue in respect ofthe Restricted Shares.

Matching Shares: In recognition of compliance with the MSR and the risk associated with holding shares in the Company, executives will receive conditional rights to receive shares and will not be entitled to any shareholder rights prior to settlement. Settlement will take place after the vesting date which will be on the fulfilment of the MSR over the five-year holding period and the vesting condition, provided that they have sustainably accumulated shares to reach the MSR over the holding period. The number of matching shares subject to an award made to an executive will be based on the MSR policy as set out above.

Corporate Performance Conditions relating to annual Performance Share Awards

Performance Shares are intended to be subject to the following performance conditions, which are similar to the existing LTIP’s performance condition. However, following the introduction of the Revised 2012 LTIP in 2016, future awards under the plan will incorporate the additional “Relative TSR” performance metric. This will be calculated based on the performance of our Shareholder Return relative to a group of peer companies. The peer group will consist of ten companies: AngloGold Ashanti, Goldcorp, Barrick, Eldorado Gold, Randgold, Yamana, Agnico Eagle, Kinross, Newmont and Newcrest.

Vesting Conditions of the Long-Term Share Incentive Plan

Performance condition	Weighting	Threshold	Target	Stretch
Absolute TSR	33%	n/a – No vesting below target	Compounded cost of equity in real terms over the three-year performance period	Compounded cost of equity in real terms over the 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 is intended to be as follows:

Performance condition	Threshold	Target	Stretch and cap
Absolute TSR	0%	100%	200%
Relative TSR	0%	100%	200%
FCFM	0%	100%	200%

Given the three-year performance period over which the LTIP is calculated, awards under the revised plan will not vest until 2019.

Absolute TSR and relative TSR: Linear vesting will occur between target and stretch (no vesting occurs for performance below target).

FCFM: Linear vesting will occur between threshold, target and stretch.

The FCFM (expressed as a percentage) for each financial year will be calculated as follows:

• Gold Sales Revenue (excluding by-products as this is part of AIC
• Less: AIC (All in Cost)
• Add back: Share-based payments and accruals as per this Scheme
• Less: Tax paid (excluding royalties as this is part of AIC)
  = Free cash-flow

The FCFM is calculated by dividing the Free cash-flow (as per above) by the Gold Sales Revenue, excluding the following costs: Greenfields exploration, acquisitions, growth projects, dividends, movements in working capital and debt service costs. The FCFM will be calculated as the average of the FCFM of the three previous financial years.

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. TheUS$ TSR index, provided by external service providers will be used based on the US$ share price. The above performance conditions will be measured over three years which will coincide with the Company’s financial years (i.e. performance period).

Executive Directors’ Service Contracts

Nick Holland (Executive Director and Chief Executive Officer) and Paul Schmidt (Executive Director and Chief Financial Officer) are party to employment agreements with Gold Fields Ghana Holdings BVI Limited (GF Ghana Holdings), Gold Fields Orogen BVI Limited (Orogen) and Gold Fields Group Services (GFGS).

The terms and conditions of employment for each executive director are substantially similar, except where otherwise indicated below.

The annual gross remuneration packages (GRP) payable to Mr Holland and Mr Schmidt for 2017 were determined by the Remuneration Committee and were as follows:

• Nicholas J Holland: R11,006,700 plus US$397,800
• Paul A Schmidt: R6,954,800 plus US$121,400

The split amongst the three companies is determined by the amount of time spent by the executive directors with each company.

South African Contracts

Under the South African contracts, the employment of an executive director will continue until terminated upon:
(i) 24 or 12 months’ notice by either party for the CEO and CFO, respectively, or
(ii) retirement of the relevant executive director (currently provided for at age 63). The notice period for members of the Group Executive Committee is six months.

Gold Fields can also terminate the executive director’s employment summarily for any reason recognised by law as justifying summary termination.

Should the Company require the executive director not to work the notice period (albeit Company or employee initiated) or any part thereof, the executive director shall be entitled to his GRP up to the last day of the notice period. In addition, the executive director shall be entitled to the following benefits:

• To receive the annual performance bonus pro rated up to the last day of the notice period based on the average percentage annual performance bonus received over the previous two years
• To exercise all share appreciation rights in terms of the Gold Fields Limited 2005 Share Plan, which have vested prior to or on the last day of the notice period and will have 12 (twelve) months in which to do so
• To exercise all pro rata performance shares and long-term cash incentive awards in terms of the Gold Fields Limited 2012 Share Plan, the Gold Fields Limited 2005 Share Plan and the Gold Fields Limited Cash Incentive Plan, which have vested prior to or on the last day of the notice period and will have 20 (twenty) days in which to do so
• To be compensated for any business travel and cellphone reimbursement up to the last day worked

The value of the GRP payable in terms of the South African contract is to be allocated among the following benefits:
(i) salary;
(ii) compulsory retirement fund contribution;
(iii) voluntary participation in a vehicle scheme;
(iv) compulsory medical coverage; and
(v) compulsory Group personal accident policy coverage. Furthermore, the executive director will contribute a compulsory 1% of his GRP to the Unemployment Insurance Fund, subject to any legislated contribution maximum at the time.

Offshore Contracts

Under the agreements with GF Ghana Holdings and Orogen, the executive director is paid offshore in the appropriate currency. The portion of the GRP paid relates to the amount of time spent performing duties offshore for the companies. No benefits accrue to each executive director in terms of the offshore contracts.

The employment of an executive director will continue until terminated upon
(i) 24 or 12 months’ notice by either party for the CEO and CFO respectively, or
(ii) retirement of the relevant executive director (currently provided for at age 63).

Other Remuneration

In addition to the gross guaranteed remuneration payable, each executive director is entitled, among other things, to the following benefits under their employment contracts:

• Participation in the Gold Fields Limited 2005, 2012 share plans and the Long-term Cash Incentive Plan
• Consideration of an annual (financial year) incentive bonus based upon the fulfilment of certain targets set by the Board of Directors
• An expense allowance
• Matching Shares in terms of the Minimum Shareholding Requirement policy

The rules of the annual performance bonus for the CEO and CFO remained unchanged for 2017.

The employment contracts also provide that, in the event of the relevant executive director’s employment being terminated solely as a result of a change of control as defined below, such termination occurring within 12 months of the change of control, the director is entitled to:

• Payment of an amount equal to two-and-a-half times GRP in the case of the CEO and two times GRP in the case of the CFO
• Payment of an amount equal to the average percentage of the incentive bonuses paid to the executive director during the previous two completed financial years
• Any other payments and benefits due under the contracts
• Payment of any annual incentive bonus he/she has earned during the financial year notwithstanding that the financial year is incomplete
• Full vesting of all long-term incentive awards

The employment contracts further provide that these payments cover any compensation or damages the executive director may have under any applicable employment legislation.

A change of control for the above is defined as the acquisition by a third party or concert parties of 30% or more of Gold Fields’ ordinary shares.

In the event of the consummation of an acquisition, merger, consolidation, scheme of arrangement or other reorganisation, whether or not there is a change of control and if the executive director’s services are terminated, the change of control provisions summarised above also apply.

The Committee resolved to discontinue the remuneration entitlement in the event of a change of control for senior executives appointed from 1 January 2013. The senior executives who are currently entitled to the change of control remuneration benefits will retain their rights under the previous policy.

Non-executive Directors’ Fees

An Independent advisor was commissioned in 2016 to benchmark the non-executive directors’ (NED) fees to that of South African and international markets. The NED fee increase proposal, effective 1 June 2017, set out below and on p90 is based on the findings presented by an independent advisor and a study conducted by another independent consultancy.

The report provided by the independent advisor stipulated the following:

• Gold Fields has a relatively small Board, and consequently members are active in multiple committees (typically three or four)
• Board Chairman: The Board Chairman fee provided is an all-inclusive fee which includes fees payable for sub-committee membership and meeting fees where applicable
• Member fees: A total Board member fee is provided which includes a retainer and a committee fee
• The benchmark data provided suggest that NED fees at Gold Fields lag the international market (positioned at the 25th percentile).

Given that NEDs are recruited both nationally and internationally, a particular focus in recent years has been primarily to attract NEDs from the global pool, as most of our operations are based outside South Africa and spread across three continents. The benchmarking on which the remuneration guidelines are based comprises a combination of local mining companies and international gold mining companies. The weighting is, however, skewed towards the international market, which is consistent with the growth strategy of the Company and the geographic spread of Gold Fields.

On reviewing the market data, it was apparent that while our NEDs are fairly well positioned relative to the South African market, they do, however, lag the international market. The fees have been benchmarked to the median of the combined market using the benchmark remuneration information.

The report found that non-resident directors are paid a premium when compared to resident directors, which varies from company to company. This could be attributable to various factors that may include:

• Cost-of-living differences between the countries of residence
• The opportunity cost experienced by a director who is not available to attend a meeting in his/her country of residence due to him/her attending a meeting in South Africa
• A premium paid due to the excessive travel burden upon the non-resident directors and the increased time commitment involved in attending meetings outside the director’s home jurisdiction

When analysing the results of the benchmark reports, the above factors should be considered, given the volatility in the South African foreign exchange market and the impact thereof on the disposal income of the non-resident NED.

On this basis approval will be sought for a 7% increase to be applied to the fees of resident NEDs and 3% increase to be applied to the fees of non-resident NEDs effective 1 June 2017
(exclusive of VAT).

Two binding general rulings were issued by the South African Revenue Service (SARS) in early 2017 confirming the South African Value-Added Tax (VAT) law that requires non-executive directors of companies to register for and charge VAT in respect of any directors fees earned for services rendered as a non-executive director, to the extent that directors’ fees exceed R1m. These rulings are effective 1 June 2017.

NED proposed fees for 2017

It is proposed that the following annual remuneration shall be payable to non-executive directors of the Company with effect from 1 June 2017 for their services as directors, excluding VAT. The fees proposal requires shareholder approval and will be tabled at the AGM in May 2017.

	2016 Fees in Rands for SA resident NEDs		2016 Fees in US$ for non- resident NEDs		Proposed Fees for 2017 in Rands		Proposed Fees for 2017 in US$
The Chair of the Board (all-inclusive fee)	2,765,000		–		2,960,000		–
The Deputy Chair of the Board (all-inclusive fee)	1,800,000		–		1,926,000		–
The Chair of the Audit Committee	329,000				352,000
The Chairs of the Capital Projects Control and Review Committee, Nominating and Governance Committee, Remuneration Committee, Risk Committee, Social, and Ethics and Transformation Committee and Safety, Health and Sustainable Development Committee (excluding the Chair of the Board and the Deputy Chair of the Board)	203,000		16,700		217,200		17,200
Members of the Board (excluding the Chair and the Deputy Chair of the Board)	907,900		74,900		971,500		77,200
Members of the Audit Committee (excluding the Chair of the Audit Committee and the Deputy Chair of the Board)	170,000		14,100		182,000		14,500
Members of the Capital Projects Control and Review Committee, Nominating and Governance Committee, Remuneration Committee, Risk Committee, Social and Ethics and Transformation Committee and Safety, Health and Sustainable Development Committee (excluding the Chairs of the relevant Committees, Chair of the Board and the Deputy Chair of the Board)	128,000		10,600		137,000		11,000

Non-binding Advisory Vote

Shareholders are requested to cast a non-binding advisory vote on the aforementioned part 1 of this report.

PART 2: DISCLOSURE OF THE IMPLEMENTATION OF THE POLICIES FOR THE FINANCIAL YEAR REMUNERATION PAID TO EXECUTIVE DIRECTORS

The executive team and Board of Directors are the Company’s prescribed officers as defined in terms of the Companies Act 71 of 2008 of South Africa, as amended.

Guaranteed Pay Adjustments

The annual remuneration review takes place in March of each year. All eligible employees received a salary increase on 1 March 2016 and the average increase for executives during 2016 was 6.8%. The overall increase in labour costs fell within the approved mandate of the Committee.

Annual Performance Bonus Outcomes for 2016

a. Group Objectives

For the year ended 31 December 2016, the Group performance targets and how senior executives performed against these targets, were as follows:

			2015		2016			2016
	Weight		Actual		Actual		Threshold	Target		Maximum	Achieved
CORPORATE PERFORMANCE							+0.0%	+100%		+200%
Safety improvement – TRIFR¹	20%		3.40		2.27		+0%	+5%		+10%	188%
Gold (equivalent²) production – koz	20%		2,245		2,222		2,066	2,141		2,220	200%
All-in Cost³ – $/oz	40%		1,022		1,001		1,090	1,051		1,015	200%
Development and waste mined4	20%		7.6%				0.00%	100%		200%	200%
	100%										198%

1.	Safety measure for the Group is based on the 33.2% improvement in the total recordable injury frequency rate (TRIFR) year-on-year Notwithstanding the good safety progress made in 2016, the fatality is of grave concern. The safety measure is TRIFR, which includes the total of fatalities, lost-time injuries, medically treated injuries and restricted work injuries. In the TRIFR formulae, fatalities carry the same weighting as other injuries. To ensure that the severity of fatalities is adequately accounted for, a modifier is applied. The final safety achievement is reduced by 50% at mine level if there is one fatality and by 75% if there is more than one fatality. For this reason, South Deep’s safety performance was reduced by 50%. This also had an impact on the final Group safety score, which was reduced by 12% apportioned based on the safety rate for each mine and its contribution on a weighted average basis to the overall Group safety score. This adjustment is included in the table above.
2.	Managed equivalent ounces converted from copper production at the planned gold/copper price ratio to eliminate price differences, therefore gold-equivalent production stated in the table above differs from gold-equivalent production in the AFR of 2,219koz (2015: 2,236koz)
3.	Managed equivalent ounces converted from copper production at the planned gold/copper price ratio to eliminate price differences, therefore gold-equivalent production stated in the table above differs from gold-equivalent production in the AFR of 2,219koz (2015: 2,236koz)
4.	The development and waste mined targets are made up of: International operations – open pit waste 40% and underground metres 40%, South Deep de-stress 10% and reef tonnes 10%.

b. Personal Objectives

Aside from Group objectives listed above, the CEO and CFO were also assessed on individual and strategic objectives. These objectives are set every year based on key performance areas and are approved by the Committee. Performance against these objectives is reviewed by the Committee towards the end of the year.

In May 2014, the Board of Gold Fields approved the Company’s five-year strategy. This strategy we believe has fundamentally reshaped Gold Fields as we once knew it. The main feature was a focused strategy to engineer a sustainable and structural shift in the Company’s cost base. Underlying the strategy to rebase the Company’s cost structure was a fundamental shift away from a primary focus on ounces of production to greater emphasis on generating free cash-flow and improving the financial margin. Following this strategic decision a number of actions had been put in place to ensure the achievement of this goal. 2016 was an important year for Gold Fields as it was the year of consolidation of the Company’s strategy based on a journey that commenced post the unbundling of Sibanye Gold in 2013.

Reflecting on the objectives set at the beginning of 2016 and the decisions taken by the Company during 2016 to meet these objectives, is a clear indication of the Company’s ability to focus its business plans to achieve its strategic objectives. The key strategic objectives identified at the time were to:

1. Deliver South Deep development and operating plans
2. Optimise our portfolio by structuring the Company to generate at least 15% free cash-flow margin at a US$1300/oz gold price
3. Adopt a dividend first policy – paying a dividend of between 25% and 35% of normalised earnings
4. Lower debt levels and have a net debt:adjusted EBITDA ratio of below 1:1

The achievements in 2016 in terms of Company strategic objectives include the following:

• In 2016, Gold Fields declared a total dividend of 110 SA cents per share, in line with our dividend policy
• In H1 2016, we bought back US$148m of our US$1bn 4.875% guaranteed notes due 7 October 2020 and we successfully completed a R2.3bn (US$152m) accelerated equity raising by way of a private placement to institutional investors. The net proceeds were applied to the existing US$ revolving credit facility. The net effect of these transactions is a reduction in the net debt to adjusted EBITDA ratio from 1.38x in 2015 to 0.95x in 2016, below our key strategic objectives of net debt:adjusted EBITDA of below 1x
• Our target for 2016 net debt reduction was achieved by having paid off approximately US$214m of net debt. This has positioned Gold Fields favourably relative to our peers on this metric, and further strengthening our balance sheet
• A significant achievement was the conclusion of a development agreement with the Government of Ghana for both Tarkwa and Damang. This provides the platform for targeting many years of sustainable production by Gold Fields in Ghana. The highlights of the agreement include: (i) a reduction in the corporate tax rate from 35.0% to 32.5%; and (ii) a change in the royalty rate from a flat 5% of revenue to a sliding scale royalty based on the gold price, with effect from 1 January 2017, which would be 3% revenue up to a gold price of US$1,300/oz
• The Damang reinvestment project had been approved by the Board and communicated to the market. The Project requires a cut back of the previously mined Damang pit and will result in an eight year life of mine to 2024, with average annual production of about 225koz and AIC of US$950/oz over the life. At a gold price of US$1,200/oz, the project has double digit return metrics
• Our AIC per ounce was further reduced to US$1,006/oz
• Our operations generated a strong cash-flow resulting in net cash accumulation for the Group of US$294m. Our ability to generate a positive free cash-flow positioned Gold Fields as one of the strongest cash generators within our peer group. It is interesting to note that in spite of a decreasing gold price environment from US$1,656/oz in 2012 to US$1,241/oz in 2016, every region has increased its cash-flows
• During 2016, we made considerable progress in getting the basics right at South Deep with improvements in the three key performance areas that we are focusing on. South Deep was also cash positive during 2016 – for the first time since the acquisition by Gold Fields in 2006
• The Australia region managed to produce close to 1 million ounces of production per annum since the Yilgarn acquisition 3.5 years ago
• Gold Fields entered into a 50:50 joint venture with Gold Road Resources Limited for the development and operation of the Gruyere Gold Project in Western Australia. This addition to our Australian portfolio will ensure that the mine life is preserved for a longer period
• Maverix Metals Inc. acquired a portfolio of 11 existing producing and non-producing royalties from Gold Fields in return for an approximate 32% shareholding in Toronto-listed Maverix
• Five-year energy security plans were developed for the regions and the year one of the implementation plans had been executed in 2016
• Gold Fields has been ranked as the top South African mining company in the 2016 Sustainability Yearbook, one of the most recognised publications highlighting the sustainability performance of listed companies worldwide
• Regrettably, we had a fatality at South Deep following a seismic event. While we have made exceptional progress on safety across the Group, the incident is a tragic reminder that we still have more to do in the area of safety and our efforts to achieve ‘zero harm’ will continue. The Group achieved a 33% improvement in its TRIFR from 3.40 in 2015 to 2.27 injuries per million hours worked in 2016.

Taking all these factors into account, the CEO received a personal performance score of 4.5 out of 5 and the CFO received a personal performance score of 4.5 out of 5. The aggregate bonus paid to members of the executive team in February 2017 was 89% of annual salary. For the CEO it was 127%² and the CFO 117%³ of annual salary.

1	Gets converted into a percentage with 3 = 100% and 5 = 200%. 4.5 = 190%
2	CEO bonus = (65% x 198%) + (35% x 190%) x 65% = 127%
3	CFO bonus = (65% x 198%) + (35% x 190%) x 60% = 117%

Performance Share Awards Made During the Year

Awards made in terms of the amended Gold Fields Limited 2012 Share Plan were subject to the following performance conditions:

1. Absolute and Relative shareholder return (66% weighting) – based on the cost-of-equity formula over the three-year measurement period starting 1 January 2016 to 31 December 2018.



Absolute Total Shareholder Return (Absolute TSR) – 33% of the initial award value will vest on the following basis:




	Target		TSR performance		TSR factor
Below target			0%		n/a
Target			4.272% per annum in real terms		100%
Stretch			10.272% per annum in real terms		200%
Above stretch			Capped at 200%		200%




Relative Shareholder Return (Relative TSR) – 33% of the initial award value will vest on the following basis:




	Target		TSR performance		TSR factor
Below target			0%		n/a
Target			Median of the peer group		100%
Stretch			Above median of the peer group		200%
Above stretch			Capped at 200%		200%



2. Free cash-flow margin (34% weighting) – an average free cash-flow margin of 15% for target and an average free cash-flow margin of 20% for stretch for the three-year measurement period starting
   1 January 2016 to 31 December 2018.

Free Cash-Flow Margin (FCFM) – 34% of the initial award value will vest on the following basis:

	Target		FCFM performance		FCFM factor
Threshold			Average FCFM over performance period of 5% at a gold price of US$1,300/oz – margin to be adjusted relative to actual gold price for the performance period		0%
Target			Average FCFM over performance period of 15% at a gold price of US$1,300/oz – margin to be adjusted relative to actual gold price for the performance period		100%
Stretch			Average FCFM over Performance period of 20% at a gold price of US$1,300/oz – margin to be adjusted relative to actual gold price for the Performance Period		200%

LTIP Performance Progress from Date of Award up until 31 December 2016 in terms of the Gold Fields Ltd 2014 Long-Term Cash Incentive Plan

The tracking of corporate performance conditions in terms of the LTIP is depicted below:

• 2014 LTIP award – 1 January 2014 to 31 December 2016 (36 months into the award)
• 2015 LTIP award – 1 January 2015 to 31 December 2016 (24 months into the award)

Award	TSR – 50%				FCFM – 50%		Total potential vesting % of initial awards
		Achieved		Vesting	Achieved	Vesting
2014 LTIP award performance period – 1 Jan 2014 to 31 Dec 2016		0%		0%	12.7%	77%	38.5%
2015 LTIP award performance period – 1 Jan 2015 to 31 Dec 2017		0%		0%	12.5%	75%	37.5%

The table below reflects the actual vesting quantum for the Group Executive Committee for the 2014 LTIP award, which was paid on 28 February 2017 but does not reflect in the remuneration table on p97:

Name		Designation		US$ value of initial LTI award			US$ value of awards vested on 28 February 2017
				(US$ million)			US$ million)
NJ Holland1		Chief Executive Officer		1.30			–
PA Schmidt		Chief Financial Officer		0.63			0.24
R Weston		EVP: Australasia		0.91			0.35
A Baku		EVP: West Africa		0.79			0.30
LN Samuel		EVP: People and Organisational Effectiveness		0.47			0.18
BJ Mattison		EVP: Strategy Planning and Corporate Development		0.50			0.19
NA Chohan		EVP: Sustainable Development		0.23			0.09
TL Harmse		EVP: General Counsel		0.36			0.14
N Muller		EVP: South Africa		0.06			0.02
Total				5.25			1.52

1	Nick Holland elected, prior to the vesting of the 2014 LTIP award and in line with the MSR Policy, to defer 100% (US$500,000) in the form of Restricted Shares.

The table below reflects the indicative vesting quantum for the Group Executive Committee based on the current tracking of the performance conditions based on the 2015 LTIP award:

Surname		Designation		US$ value of initial LTI award (US$ million)			US$ value of awards vested on 28 February 2017 US$ million)
NJ Holland		Chief Executive Officer		0.93			0.35
PA Schmidt		Chief Financial Officer		0.92			0.34
R Weston		EVP: Australasia		0.70			0.26
A Baku		EVP: West Africa		1.20			0.45
LN Samuel		EVP: People and Organisational Effectiveness		0.52			0.19
BJ Mattison		EVP: Strategy Planning and Corporate Development		0.60			0.22
NA Chohan		EVP: Sustainable Development		0.25			0.09
TL Harmse		EVP: General Counsel		0.51			0.19
N Muller		EVP: South Africa		0.34			0.13
A Nagaser		EVP: Investor Relations and Corporate Affairs		0.18			0.07
				6.15			2.29

2012 Share Plan Vesting

In terms of the provisions of the 2012 Share Plan, eligible employees were awarded performance shares on 1 March 2013 that vested on 1 March 2016.

According to the performance criteria set by the Committee, the number of performance shares awarded is modified according to the Gold Fields share price performance, measured against seven other gold companies, namely AngloGold Ashanti, Goldcorp, Barrick, Harmony, Kinross, Newmont and Newcrest. The share price performance is measured over the 36-month period from 1 March 2013 to 11 February 2016.

Gold Fields has been positioned within the upper quartile of the peer group, resulting in a settlement of 200% of the shares initially awarded.

The graph below depicts the long-term share vesting percentages over the previous seven years in terms of the Gold Fields Limited 2005 and 2012 share plans:

Share vesting based on corporate performance conditions

Further details of the LTIP and 2012 Share Plan are disclosed in notes 26 and 5 respectively of the financial statements.

Total remuneration outcomes for 2016

For 2016, the actual remuneration paid to the CEO, CFO and EVPs (on average), and the resulting remuneration mix, was as depicted in the graph below.

Total remuneration actual outcomes for 2016 vs on-target and stretch performance

Minimum Shareholding Requirement as at 31 December 2016

The policy requires executives to accumulate and hold a specific percentage of shares in the Company in accordance with the Minimum Shareholding Requirement policy.

Nick Holland elected, prior to the accrual or vesting and determination of the respective incentive, to defer:

• 50% of his 2015 short-term incentive;
• 50% of his 2016 short-term incentive; and
• 100% of the 2014 LTIP award which was due to vest on 28 February 2017

towards achieving the Minimum Shareholding Requirement – which will be held in Escrow in the form of Restricted Shares for a five-year restricted period.

In addition, he elected to defer vesting of 100% of the 2013 Performance Share award which was due to vest on 1 March 2016.

Effective 20 March 2017, Nick Holland committed a total of 916,090 shares towards the fulfilment of the MSR comprising:

• 507,473 Restricted Shares held in Escrow as at 31 December 2016; and
• 408,617 Restricted Shares acquired in March 2017 held in Escrow.

The total US$ value of the Restricted Shares held in Escrow – based on the 15 March 2017 Gold Fields share price of R40 ($3.08) – is US$2,821,557. Mr Holland now holds in excess of the 200% of annual GRP in terms of the MSR. No other executive has elected to receive any Restricted Shares and no executive has committed any personal investments to meet the MSR.

Refer to the Share Ownership table for details of the Directors’ and Prescribed Officers’ beneficial interest in the issued and listed shares capital of the Company.

Non-Executive Directors’ Fees and Executive Directors’ and Prescribed Officers’ Remuneration

The directors and prescribed officers were paid the following remuneration which excludes the value of deferred remuneration in the form of Restricted Shares for the year ended 31 December 2016. Details of deferred remuneration is included in note 3 to the table below.

The table below provides details of the remuneration of executive directors and prescribed officers in 2016, in terms of US Dollar values. An average exchange rate for the 12-month period ended 31 December 2016 was used: ie US$1 = R14.70 to convert to US Dollar values.

All figures stated in U$’000	Directors’ fees	Committee fees	Salary¹	Pension scheme contribution	Annual bonus²	Sundry	Severance	Sub-total	Pre-tax share proceeds for shares awarded in previous years	Total realised earnings as at 31 December 20164	For the 12-month period ended 31 December 2015
Executive directors
Nick J. Holland3	—	—	1,030	40.9	677.6	—	—	1,748.5	18.1	1,766.6	2,832.4
Paul A. Schmidt	—	—	496.7	54.4	648.6	4	—	1,203.7	547.8	1,751.5	1,755.3
Prescribed officers
Ernesto Balarezo5	—	—	332.5	—	—	—	1,644.4	1,976.9	338.8	2,315.7	1,572.4
Luis Rivera6	—	—	154.5	—	111.0	246.4	—	511.9	—	511.9	—
Alfred Baku7	—	—	746.1	156.4	620.2	314.5	—	1,837.2	96.8	1,934.0	1,938.7
Richard Weston	—	—	576.4	64.2	570.7	7.4	—	1,218.7	562.2	1,780.9	1,796
Richard Butcher8	—	—	275.1	27.5	323.2	110.7	—	736.5	—	736.5	—
Naseem A Chohan	—	—	284	27.7	328.6	2.9	—	643.2	198.1	841.3	864.4
Brett Mattison	—	—	362.4	25.5	429.7	0.6	—	818.2	245.3	1,063.5	972.6
Lee-AnnSamuel	—	—	288.4	24.8	339.9	3.7	—	656.8	345.1	1,001.9	839
Taryn Harmse	—	—	282.3	29.5	345.7	4.3	—	661.8	100.1	761.9	759.6
Nico Muller	—	—	450.4	26.4	477	2.4	—	956.2	—	956.2	1,078.5
Avishkar Nagaser	—	—	193.9	21.5	221.1	0.3	—	436.8	—	436.8	442.5
Manuel Diaz9	—	—	136.1	—	1.2	—	—	137.3	—	137.3	—
Non-Executive Directors
Cheryl A. Carolus	183	—	—	—	—	—	—	183	—	183	203.8
Alan R. Hill10	64.5	49.9	—	—	—	—	—	114.4	—	114.4	110.2
David N. Murray11	24.1	12.2	—	—	—	—	—	36.3	—	36.3	100.8
Richard P. Menell12	95.5	16.7	—	—	—	—	—	112.2	—	112.2	113.3
Gayle M. Wilson	60.1	54.6	—	—	—	—	—	114.7	—	114.7	119.5
Donald M. J. Ncube	60.1	41.6	—	—	—	—	—	101.7	—	101.7	113.3
Yunus Suleman13	20.6	12.6	—	—	—	—	—	33.2	—	33.2	—
Peter Bacchus14	23.1	14.2	—	—	—	—	—	37.3	—	37.3	—
Steven Reid15	59.7	29.6	—	—	—	—	—	89.3	—	89.3	—
Terence Goodlace16	30.9	15.1	—	—	—	—	—	46	—	46	—
Alhassan Andani17	28.9	14.2	—	—	—	—	—	43.1	—	43.1	—
Kofi Ansah10	64.5	18.2	—	—	—	—	—	82.7	—	82.7	85.8
Total	715.0	278.9	5,608.8	498.8	5,094.5	697.2	1,644.4	14,537.6	2,452.3	16,989.9	15,698.1

Average exchange rates were US$1=R14.70 for the FY2016 and US$1 = R12.68 for the FY2015, respectively

1	The total US$ amounts paid for 2016, and included in Salary, were as follows: Nick Holland US$390,000, Paul Schmidt US$119,000, Brett Mattison US$84,500
2	The annual bonus accruals for the 12 month period ended 31 December 2016, paid in February 2017
3	Nick Holland 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 cash bonus (US$677,600) into Restricted Shares. A similar election was made in 2015 to defer 50% of his annual performance bonus (US$618,900) into Restricted Shares. The aggregate of his total realised earnings of US$1,766,600 (2015: 2,832,400), as reflected in the table above, and the deferred remuneration of US$677,600 (2015: US$618,900) in the form of Restricted Shares amounts to US$2,444,200 (2015: US$3,451,300).
4	These amounts reflect the full directors' emoluments for comparative purposes. The portion of executive directors' emoluments payable in US$ is paid in terms of agreements with the offshore subsidiaries for work done by directors offshore for offshore companies. Refer note 1 above for such amounts paid.
5	Ernesto Balarezo – Resigned 30 June 2016
6	Luis Rivera – Appointed on 1 October 2016, sundry payment relates to sign-on and legislated bonuses
7	Alfred Baku – Sundry payment relates to leave allowance (US$66,500) and the final payment of a retention bonus (US$248,000
8	Richard Butcher – Appointed on 8 February 2016 – sundry payments relates to sign-on bonus
9	Manuel Diaz – Appointed as Acting EVP: Americas Region for the period July - September 2016
10	Alan Hill and Kofi Ansah – Retired Board membership 31 December 2016
11	David Murray – Retired Board membership 31 May 2016
12	Richard Menell – Appointed Deputy Chairperson 1 June 2016
13	Yunus Suleman – Appointed to Board 1 September 2016
14	Peter Bacchus – Appointed to Board 1 September 2016
15	Steven Reid – Appointed to Board 1 February 2016
16	Terence Goodlace – Appointed to Board 1 July 2016
17	Alhassan Andani – Appointed to Board 1 August 2016Gold

Directors’ and Prescribed Officers’ Equity-Settled Instruments

The directors and prescribed officers held the following equity-settled instruments at 20 March 2017:

	Equity-settled instruments at 31 December 2015		Equity- settled instru- ments granted during the year	Equity- settled instru- ments forfeited during the year	Equity-settled instruments vested during the year			Equity-settled instruments transferred to Restricted Shares	Equity-settled instruments at 31 December 2016
	Number	Average strike price (US$)	Granted	Number	Number	Average market price of vested shares	Benefit arising (US$)	Number	Number	Weighted average strike price (US$)1
Director
Nick Holland	296,555	7.46	460,233	65,045	—	—	—	374,9962	316,747	7.04
Paul Schmidt	123,652	7.38	240,945	24,640	138,652	3.94	545,836	—	201,305	7.04
Prescribed officer
Richard Weston	95,768	7.38	221,379	12,333	124,932	4.50	562,194	—	179,882	7.04
Ernesto Balarezo	39,182	—	39,182	—	78,364	4.32	338,831	—	—	—
Alfred Baku	35,302	7.44	182,682	9,674	35,118	4.41	154,925	—	173,192	5.16
Taryn Harmse	29,392	7.54	100,710	7,441	25,324	3.94	99,694	—	97,337	6.91
Lee-Ann Samuel	42,948	7.52	105,205	—	78,226	4.41	345,099	—	69,927	6.48
Brett Mattison	56,448	7.46	139,478	14,111	61,202	3.94	240,936	—	120,613	7.04
Naseem Chohan	46,133	8.15	92,487	4,752	52,904	4.41	233,389	—	80,964	7.04
Nico Muller	245,208	—	137,280	—	—	—	—	—	382,488	—
Richard Butcher	—	—	23,964	—	—	—	—	—	23,964	—
Avishkar Nagaser	—	—	33,136	—	—	—	—	—	33,136	—

1

Share Appreciation Rights (SARS) weighted average strike price

2

Nick Holland elected to defer vesting of 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, which will vest after the five-year holding period or termination of employment, whichever comes first. The 507,473 Restricted Shares comprises of 132,477 shares relating to the 2015 short-term incentive and 374,996 shares relating to the 2013 Performance Share award. A further 408,617 Restricted Shares were acquired in March 2017 relating to the 2016 short-term incentive and the 2014 LTIP award.

A register of detailed equity-settled instruments outstanding by tranche is available for inspection at the Company’s registered office. The equity-settled instrument terms are detailed on above.

Steven Reid

Chairman of the Remuneration Committee
On behalf of the Board, which approved the report on 20 March 2017